Bl

District of Delaware
Middle):
All Other Names used the Debtor in fue last 8 years
(include married, maiden, and trade names):
Prime Staff, LP; Mint Medical Staffing Odessa, LP
(if more than one, state all):
20-2639736
Street Address of Debtor (No. and Street, City, and State):
1964 Howell Branch Road, Ste. 206
Winter Park, Florida
All Other Names
(include married, maiden, and trdde names):
(if more than one, state all):
Street Debtor (No. and and State):
Type of Debtor
(Form of Organization)
(Check one box.)
Nahtrc of Business
(Check one box.)
C b a p t ~ r of Bankruptc:r Code Under Which
the Petition is Filed (Check one box.)
0
[;If
0
0
Individual (includes Joint Debtors)
See Exhibit D on page 2 of this jonn.
Corporation (includes LLC and LLP)
Partnership
Other (If debtor is not one of the above entities,
check this box and state type of entity below.)
~ Health Care Business
0 Single Asset Real Estate as defined in
11 U.S.C. 101(51B)
0 Railroad
0 Stockbroker
D Commodity llroker
D Clearing Bank
D Other
Tax-Exempt Entity
(Check box, if applicable.)
0 Debtor is a tax-exempt organization
under Title 26 of the United States
Code (the Internal Revenue Code).
0
0
[;If
0
0
Chapter?
Chapter9
Chapter 11
Chapter 12
Chapter 13
0 Chapter 15 Petition for
Recognition of a Foreign
Main Proceeding
0 Chapter 15 Petition for
Recognition of a Foreign
Nonrnain Proceeding
Nature of Debts
(Check one box.)
0 Debts are primarily consumer
debts, defined in 11 U.S.C.
~ Debts are primarily
business debts.
one box.)
Check one box;
G( Full Filing Fee attached. 0 Debtor is a small business debtor as defined in 11 U.S.C. 101(510).
0 Filing Fee to be paid in installments (applicable to individuals only), Must attach
signed application for the court's consideration certifying that the debtor is
unable to pay fee except in installments, Rule l006(b). Sec Official Form 3A.
[!if Debtor is not a small business debtor as defined in 11 U.S.C. 101(510).
Check if:
0 Filing Fee waiver requested (applicable to chapter 7 individuals only). Must
attach signed application for the court's considerntion. See Official Form3B.
0 Debtor's aggregate noncontingentliquidatcd debts (excluding debts owed to
insiders or affiliates) are less than $2,190,000,
Chl'-Ck aD applicable boxt'S:
~ A plan is being filed with this petition.
0 Acceptances of the plan were solicited prcpetition from one or more classes
of in accordance with 11 U.S.C.
TillS SPACE IS FOR
COlJRTUSEONLY
~
Debtor estimates that funds wil! be available for distribution to unsecured creditors.
0
Debtor estimates that, property is excluded and administrative expenses paid, there will be no fllllds available for
D 0 0 0 0 0 0 0
1-49 50-99 100-199 200-999 1,000- 5,001- 10,001- 25,001- 50,001- Over
5,000 10,000 25,000 50,000 100,000 100,000
[;If
0 0 D 0 0 0 0 0 D
$0to $50,001 to $100,001 to $500,001 $1,000,001 $10,000,001 $50,000,001 $100,000,001 $500,000,001 More than
$50,000 $100,000 $500,000 to $1 to $10 to $50 to $100 to $500 to $1 billion $1 billion
million
0 0 0 0 0 ~ 0 0 0 0
SO to $50,001 to $100,001 to $500,001 $1,000,001 $10,000,001 $50,000,001 $100,000,001 $500,000,001 More than
$50,000 $100,000 $500,000 to $1 to $10 to $50 to $100 to $500 1o $1 billion $1 billion
million
B l (Official Form I) (1108) Page 2
Voluntary Petition Name ofDebtor(sr
!This page must be completed and filed in every case.)
GHS Acquisi ion Corporation
All Prior Bankruptl" ' Cases Filed Within Last 8 Years (If more than two, attach additional sheet.)
Location Case Number: Date Filed:
Vlhere Filed:
None
Location Case Number: Date Filed:
Where Filed:
Pending Bankruptcy Case Filed by any Spouse, Partner, or Affiliate of this Debtor (If more than one, attach additional sheet.)
Name of Debtor: Case Number: Date Filed:
See Attached List
District:
District of Delaware
Relationship: Judge:
.
Exhibit A ExhibitB
(To be completed if debtor is an individual
(To be completed if debtor is required to file periodic reports (e.g., forms lOK and whose debts are primarily conrumer debts.)
lOQ) with the Securities and Exchange Commission pursuant to Section l3 or 15(d)
of the Securities Exchange Act of 1934 and is requesting relief under chapter 11.) I, the attorney for the petitioner named in the foregoing petition, declare that I
have infOrmed the petitioner that fhe or she] may proceed under chapter 7, 11,
12, or 13 of title 11, United States Code, and have explained the relief
available under each such chapter. I further certify that I have delivered to the
debtor the notice required by 11 U.S.C. 342(b).
D
Exhibit A is attached and made a part of this petition. X
Signature of Attomey for Debtor(s) (Date)
Exhibit C
Does the debtor own or have possession of any property that poses or is alleged to pose a threat of imminent and identifiable hann to public health or safety?
D
Yes, and Exhibit Cis attached and made a part of this petition.
t;ll' No.
Exhibit D
(To be completed by every individual debtor. If a joint petition is filed, each spouse must complete and attach a separate Exhibit D.)
D
Exhibit D completed and signed by the debtor is attached and made a part of this petition.
If tills is a joint petition:
D
Exhibit D also completed and signed by the joint debtor is atiached and made a part ofiliis petition.
Information Regarding the Debtor -Venue
(Check. any applicable box.)
Ill
Debtor has been domiciled or has had a residence, principal place of business, or principal assets in this District for 180 days immediately
preceding the date of this petition or for a longer part of such 180 days than in any other District.
D
There is a bankruptcy case concerning debtor's affiliate, general partner, or partnership pending in this District
D
Debtor is a debtor in a foreign proceeding and ]).as its principal place of business or principal assets in the United States in this District, or
has no principal place of business or assets in the United Siates but is a defendant in an action or proceeding [in a federal or state court] in
this District, or the interests of the parties will be served in regard to the relief sought in this District.
Certification by a Debtor "\\'Do Resides as a Tenant of Residential Property
(Check. all applicable boxes.)
D
Landlord has a judgment against the debtor tOr possession of debtor's residence. (Ifbox checked, complete the following.)
(Name of landlord that obtained judgment)
(Address oflandlord)
D
Debtor claims that under applicable- nonbankruptcy law, there are circumstances under which the debtor would be permitted to cure the
entire monetary default that gave rise to the judgment fOr possession, after the judgment fm possession was entered, and
D
Debtor has included with this petition the deposit with the court of any rent that would become due during the 30-day period after the
filing of the petition.
D
Debtor certi:fies that he/she has served the Landlord with this certification. (11 U.S.C. 362@.
B 1 lorn.c.:JJti Fmm} ]"{ililo8l .Pa!!-t3
Vonlulii.Dryl'\"!liti{lll
('J7Ji.t UtreC IIRrhl he r1mJ filf!d (H tl"IIC"f.f"CU.W":.) GHS Aoouisltion Cornorolion

ufDtbWJ'{:j) (bldhld'llllfll-tti'll} Sin:l'lt;mo: flofll FID."dJ.':ll
l<loclnrc- umk:r penalty ofl)etjnry thn.t iafwoRHOI\ tl:rm.o:idt.:d iu lhis. ill lruc
I dt:clolto ijndc:r yu:.:r.mll.y g( thnt the infunoMion jn .ful:&. (JCtirimll!l bm::
arnliXUI-t."':t
WJd o;;11lrel.-1., !list I am tm: fOJlt'1t!.1l repre!Cn1al:i\'c u[ debtor jn .u fQll!lgn prncccdin.g,
[If tiCtiti{)MI' .nn W}tnl:l:o debts are priJD:Dfily COO!il:lmt:r debts Bnd. b8!l
atJd lh11.l I :un iu fElt pr.1i1illn.
frt fr!C 7} I !!lru jiWim; I ma:y Prut:t!OO Gho.plru-7, 11, 12
Gnly Dnol.'- bc-x.)
oJ tl ol' til!!:' 1 I, 1Jnited Senl:cs Cuth:, lh.: re[id .JLvnilBble; 1l!ldcr s11ch
.and to under dull)Cct'1.
D
J mqoolltieU(J.f in wi1!1. 15 .u[Lille 11, lrnl'cd SWL!!ls: Co<!c-.
rrt nD lltiDrncy rop"V.:lit.rttS IIIC"Jiltd Rll b!Ulbrptq.' ldition Jlic- pctitiv.oJ 1
Cm1ificd ilflhC ((ncumllilll!i mquit-ocl hy l 1 li.S.C. i l.!H$ Jlre ntl:llcht:d..
abtn:iru:d n.nttwrcqu:irot.l by 11lL'{.C..
D
"{'or!mant toll U.S.C. 1511, lmqlreli1 relir!fin ag:ordmJt..""t:: wl1ll1}1;::
J relief in with lhc dUipl'!:t tlf li!lc l ], Unl100 t'AJI!k:,
clmrrt(:r aftitl-. i 1 jn lft'ig Jle"Lilir;m, A -ecrtifiOO.c:npy of !.be
in lhls. pctllitrn. Bfrbe foreign llll3lll pmu:t:ding i!i <Wllcltc:d
Y. J[
{Siguu.LuRJ lli::presec!u,Ll\.'C<)
X
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S-i;gUR1mr; ofJ-oiniiJ:::b1Dr {Pd:Jti.C:cl N.nnm vfFrm:jgl.l.
Tc!cpbon{:" not by l\t;t.DI'.tley)
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I di!!C1L'Ite pe;nll1ty ol:" pmjuxy 1h<it! {l) lnrn .n btuik:nt_jltcy pct.i.1i[}D prr:JJIQ"CJ:"
(i ll
ifl 1l li.&_C.. llfl; ez) fu[s t:Jm:Umt;::.Dt fnr UDd ]Lfi.'lj-1!;
L. Edmo "" s , 4247 prul"tilt.od tl1c d::btcir with n 1lf -dm:rumt:Ot LUJd 1]Li!_; :md. icfuonL'IH!m
N.nmeof .. 'ulumcy fur [khtm(:s:) nntler ll U.S.C. UO(b), llD(b}, Dlld :l42(b}: [md, {3)H (;It
-pr-l'imulgp.tOO ptlnllllt'l\1 let U U,"&,C. 1 Ul(h} 11. nwEm"l'tm
Flln-.NB f...:c: fm- chargc.ull-1\:: by biln:llflll\tcy pcliti,on T lmvr; BWo.m th'=
ayar{jLP.A.
ll.tltl(:e l'if(f!C miD'iimum llll'IOl!nll!o!;f!lre .fl!K!(I;IIringn.ny for fitlng tol <1
AJ""" 222 Delaware Ave:!!!!:; Ste, 900
QT lillcq;lhlg 111lf f-cc. fmm 1ltl:: rcquiL'Iil tlrnt Officiltl Fmm 19 :is


(302) 655-5000

0 7/10
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Oulc
nrunbcr (lf tlm pctili-l)n prcplll"Cr no1 1.!1:1
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1n Jl c:n.-.e Ill WlliCh 11 701(b)(4}(.D) .upplil."'!, ;'lli,tJ:IULtltl"t:i Bl!iiJ OCill!ltillltrJ;S t1
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J)l.lttncw nH2sc: bnnkrupl[.y pe1ilion pn:l!lll:tet.) by 11 U.S.C. 1 10.)
in tl1c: is im:!l:lll"CGL
-

DfD-I!htor (Ol.rpDtlltioaf.I".n:rlncrH 11111)
I nr llr;rjmy rho.! Ute infnnmtlioo. in 1hiR p:t:ilion ii:;.lruc:
X
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Chief 1car, ;.easu!'Br & .Secrelary: ___
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:/mtfJ.. Ji U.S. C . E JlrJ 1R u.s. C. li

Form B4 (Official Form 4) _- (12/07)
I
2
3
4
5
6
CRDENTIA CORP
Debtor Case No. (If known)
Form 4. LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
Following is a list of the debtor's creditors holding the 20 largest unsecured claims. The list is prepared in accordance with Fed. R
Bankr. P. 1007(d) for filing in this chapter 11 [or chapter 9] case. The list does not include (1) persons who come within the definition of
insider" set forth in 11 U .S.C. 101, or (2) secured creditors unless the value of the collateral is such that the unsecured deficiency places
the creditor among the holders of the 20 largest unsecured claims. If a minor child is one of the creditors holding the 20 largest unsecured
claims, state the child's initials and the name and address of the child's parent or guardian, such as A.B., a minor child, by John Doe,
guardian." Do not disclose the child's name. See 11 U.S.C. 112 and Fed. R. Bankr. P. 1007(m).
Name of creditor and Name, telephone number and Nature of claim
"
d
"
AMOUNT OF
complete mailing address, complete mailing address, (trade debt, bank
0 z
til
CLAIM (if secured
z
.:
" including zip code. including zip code, of employee, loan, government

0
d also state value of
agent, or department of creditor contract, etc.) s
..;
security)
"'
familiar with claim who may be
<:>
" "
liJ
>
contacted
..;
t;l
"
MORRISON & FOERSTER LLP MORRISON & FOERSTER LLP TRADE PAYABLE X $917,363.70
12531 HIGH BLUFF DRIVE 12531 HIGH BLUFF DRIVE
SUITE #100 SUITE #100
SAN DIEGO, CA 92130-2040 SAN DIEGO, CA 92130-2040
FAX: 858-720-5125
ALPHA CAPITAL AG ALPHA CAPITAL AG NOTEPAYABLE&INT $749,415.00
150 CENTRAL PARK SOUTH; 2ND FL 150CENTRAL PARK SOUTH; 2ND FL
NEW YORK, NY 10019 NEWYORK,NY10019
SANDRA JONES SANDRA JONES NOTE PAYABLE $540,000.00
930 TAHOE BOULEVARD 930TAHOEBJULEVARD
802-193 802-193
INCLlliE VILLAGE, NV 89451-9451 INCLINE VILLAGE, NV 89451-9451
GABLE INT'L HOLDINGS LTD. GABLE lliT'L HOLDINGS LTD. STK PURCHASE AGREE:MENT X $200,488.75
31 CHURCH STREET 31 CHURCH STREET LITIGATION
P.O. BOX 1564 P.O. BOX 1564
HAMILTON, BERMUI2A, HMFX HAMIL TON, BERMUDA, HlvfFX
ARMHOLDillGS ARMHOLDillGS STK PURCHASE AGREEMENT X $159,097.50
ONE FINANCIAL PLAZA; SUITE 2504 ONE FINANCIAL PLAZA; SillTE 2504 LITIGATION
Fr. LAUDERDALE, FL 33394 FT. LAUDERDALE,FL 33394
REMSEN GROUP, LTD. REMSEN GROUP, LTD. STK PURCHASE AGREEMENT X $146,856.25
21 SCHERMERHORN 21 SCHERMERHORN LITIGATION
BROOKLYN, NY 11201 11201
Page 1 of 3
FounB4 (OfficialFonn 4) - (12/07)
CRDENTIA CORP
Debtor Case No. (If known)
Form 4. LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS
(Continuation Sheet)
Name of creditor and Name,. telephone number lllld Natnre of daim l'l
0
complete mailing address, complete mailing address, (trade debt, bank
z
c
including zip code. including zip code, of employee, loan, government
::l
,:;;
agent, or department of creditor contract, etc.)
z

familiar with claim who may be
"'
t:J
contacted
::;
..;
"'
t:J
7 JAMES TERBEEST JAMES TERBEEST NOTE PAYABLE
2549 SPRINGFIELD ROAD 2549 SPRlliGFIELD ROAD
ELIZABETHTOWN. KY 42701 ELIZABETHTOlN, KY 42701
8 CITCO GLOBAL CUSTODY, N.Y. CITCO GLOBAL CUSTODY. N.V. STAFF SEARCH DISTRIBUTION
2600AIRPORT BUSINESS PARK 2600 AIRPORT BUSINESS PARK
CORKREP.OFmELAND CORK REP. OF IRELAND
9 ATLANTIC INTERNATIONAL CAPITAL ATLANTIC INTERNATIONAL CAPrTAL STK PURCHASE AGREEMENT
95 FRONT STREET 95 FRONT STREET LITIGATION
HAMILTON, HM12BERMUDA
I 0 \-VILMONT HOLDINGS CORP. WILMONT HOLDINGS CORP. STK PURCHASE AGREEMENT
33 WILPUTTE PLACE 33 liLPUTTE PLACE LITIGATION
NEW ROCHELLE, NY 10804 NEW ROCHELLE, NY 10804
II MARISCAL, \VEEKS, MCINTYRE & FR. MARISCAL, WEEKS, MCINTYRE & FR. TRADE PAYABLE
2901 NORTH CENTRAL A VENUE 2901 NORTH CENTRAL A VENUE
SUITE200 SUITE 200
PHOENIX, AZ 85012-2705 PHOENIX, AZ 85012-2705
12 KANE, RUSSELL, COLEMAN & LOGAN KANE, RUSSELL, COLEMAN & LOGAN TRADE PAYABLE
3700 TIIANKSGIVING TOWER 3700 THANKSGIVlliG TOWER
1601 ELM STREET 1601 ELM STREET
DALLAS, TX 75201 DALLAS, TX 7,5201
13 KBA GROUP LLP KBA GROUP LLP TRADE PAYABLE
14241 DALLAS PARKWAY 14241 DALLAS PARKWAY
SUITE 1100 SUITE 1100
DALLAS, TX 75254 DALLAS, TX 75254
Page2 of 3
t:J
AMOUNT OF
1;1
"'
CLAIM (if secured

also state value of
.security)
$141.666.00
$119,412.51
X $116,912.50
X $105,277.50
$102,513.82
$95,060.52
$62,830.38
FonnB4(0fficialFonn4)- (12/07)
CRDENTIA CORP
Debtor Case No. (If known)
Form 4. LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS
(Continuation Sheet)
Name of creditor and Name, telephone number and Nature of claim
"
0
complete mailing address, complete mai6ng address, (trade debt, bank
z
t:
including zip code. including zip code, of employee, loan, government

t:J
ageot, or department of creditor contract, etc.)
s
familiar with claim who may be
"' "'
cootacted
Ill :;
>-l
tl
14 MABERY GROUP MABERY GROUP STK Plrn.CHASE AGREEMENT
444 MADISON AVE; SUITE 2904 444 lv1ADISON AVE; SUITE 2904 LITIGATION
NEW YORK, NY 10022 NEW YORK, NY 10022
15 JAMES DURHAM JA11ES DURHAM NOTE PAYABLE
P.O. BOX 3420 P.O. BOX 3420
SUNVALLEY,ID 83353 SUN VALLEY, ID 83353
16 QUEST DIAGNOSTICS, INC QUEST DIAGNOSTICS, INC TRADE PAYABLE
P.O BOX 5001 P.O BOX 5001
COLLEGEVILLE, PA 19426 COLLEGEVILLE, PA 19426
17 ANGLO DUTCH MASTERS FUND ANGLO DUTCH MASTERS FUND STAFF SEARCH DISTRIBUTION
18 MAXJMA ALPHA STRATEGY FUNDS PCC- MAXIMA ALPHA STRATEGY FUNDS PCC- NOTE PAYABLE
LONG/SHORT EQUITY PC LONG/SHORT EQUITY PC
19 AXSA DOCUMENT SOLUTIONS AXSA DOCUMENT SOLUTIONS
4673 OAK.FAIR.BOULEVARD 4673 OAK.FAIRBOULEVARD
TAlvfPA, F1. 33610 TAMPA,FL33610
I
20 JEFFREY PEARL:MAN JEFFREY PEARLMAN STK Plrn.CHASE AGREEMENT
50 PECAN VALLEY DRIVE 50 PECAN VALLEY DRJVE LITIGATION
NEW CITY,NY 10956 NEW CITY,NY 10956
Page3 of 3
"'
AMOUNT OF

"'
CLAIM (if secured
"' d also state value of
>-l
security)
tl
$50,168.75
$50,000.00
$44,717.28
$42,870.47
$41,614.68
$40,768.51
X $37,386.25
DEClARATION UNDER PENALTY OF PERJURY
ON' BEHALF OF A CORPORATION OR PARTNERSlllJ>
l, the Chief Financial Officer of the Debtors in these chapter 11 caaes, declare
under penalty of perjury that r have read the foregoing Consolidated List ofTop 20
Unsecured Creditors and that it is true and correGt to the best of my information and
belief.
Date: M.arch 17, 2010
/
Signatnte
Penalty jbr maki11g a.fahe concealing jR"t;Jpef'iy; Fine up t-o $500,000 or for
up to 5ycars or both 13 U.S. C. 152 "ml357L
{Bi'l.Y:Ol51241 hl}
In re:
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
GHS ACQUISITION CORPORATION,
Case No. 10-___ _
Debtor.
Employer Tax I.D. No. 20-2639736
LIST OF EQUITY SECURITY HOLDERS
The following lists the equity security holders of GHS Acquisition Corporation,
the debtor and debtor in possession in the above-captioned case, as of the date hereof.
This list is being filed pursuant to Rule 1007(a)(3) of the Federal Rules of Bankruptcy
Procedure.
Equity Security Holder Address City State Zip Percentage
of Shares
Crdentia Cmp. !964 Howell Branch Rd Winter Park Florida 32792 100%
Suite 206
{BAY:Ol5l2488vl}
DECLARATION UNHER PENALTY OF PER.TIJRY
ON BEHALF OF A CORPO:RAUON OR PARTNERSHIP
J, the ChiefFimmdal Officer of the Debtors in these chapter II cases, declare
under penalty of perjury that I have read the foregoing List ofEquity Security Holders
and that it is true and correct to the best of my information and belief
Date: March 17,2010
(Print Name and Title) .
Penalty fiH making a jflf...-e statement r cmu:ealiug pmper(v: Fine np to :3:500,000 or imprisoument fur
up to 5years or both 18 U.S.C 152 md 3571.
{BAY:015U412vl}
Clm.TIFICATE OF SECRETARY
GHS Corporation .
This Certificate is furnished in connction with the filing of petitions relctivc lo
the Company (herein defmed}, CRDE Corp., the parent of the Company ("CRDE"}, Crdentia
Corp. tcrdentia"), the parent of CRDE, rutd Crdeutia's other subsidiaries, {collectively, the
"Petition') seeking relief under the provisions of Chapter ll of Title 11 of the Unhed States
Code (the ''Baokro.J!!.<;;LCode").
The Wldersigned, Rebecca Irish, being the dnly elected Secretruy of GHS
Acquisition Corporation, "Compam"), hereby certifies on behalf of the Compmy that:
attached hereto as Exhibit A is a tru.e, oo:rrect, 3lld complete copy of duly adopted by
and on behalf of the Board of Dil-ooOC..rs of lhe Company. The resolutions ha:ve not been
rescinded, or modified ln any manner and are in WI force and effect on t:he date
hereof.
Exhibit A
Resolutions of Board of Directors
UNA."filJMOUS WRITTEN CONSENT
OF THE OOARD OF DIRECTORS OF
GHS ACQUIS1'ION CORPORATJON,
A DELAWARE CORPORATION
TOO undersigm:d, being the sole member of the Board ofPirectots {the ''Board") of GHS
Acquisition Corporatioo (the "Company" or "GHS''), does hereby consoot, ptn'Suant to Section
141 of the General Corporation U>w of the State of Delaware, to tlle adoption of the following
Resolutions with the same force m1d effect as though adopted at a meeting duly called and h<>ld:
WHEREAS, the Boru:d ha held extensive discussions during tlle course of several
months regarillng the current circumstances of 1he financial liquidily and business prosJl"Cts of
the Company aru:llts parent, CRDE Corp., with the Company's executive officers and financial
and legal advisots; and
WHEREAS, too Board has evaluated and considered fue infurmalion provided by nnd
the recornmendatiow of the- Company's executive officers and fmancial and legal advisors and
has had the opportunity to a&k questions of the same and independently to verify and diligence
all such information; and
WRFJ'\EAS, the Board evcl\lllted and considered the clrcmnsl'ances and consequences of
filing a petition l"elative to the Company (tlw "Petitio!\") seeking relief tmder the provisions of
Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code"), and which petition is
attached tp thiiJ resolution as an exhibit; and
NOW, TJ:lEREFORE, the Board hereby adopts the fullowing Resolutions:
RESOLVED, in !he judgment of the Board, i:t is in tl1e best interests of the Company,
creditors of the Company, the shareholders of the Company, and oilier i:llterestcd partie&, for the
Compm1y to file the Petition on behalf of itself seeking relief under the Bankruptcy Coda; snd it
IS
FURTHER RESOLVED, tha:t the Petition substantially in the form disln"buted to the
undersigned and auached hereto is adopted in all respects, and mat the officers of tlle Company
{1he "Authorized Persons") be, and fuey hereby are, anfuorlzed and direc!ed, 011 behalf of fue
Company, to execute the Petition or authorize the execution of a filing of the Petition by the
Company with such char@'S thereto as an Authorized Person executing the same shall appl'OVe,
the execution thereof, by such Authorized Person to be oocmed conclusive evidence of such
approval, and to cause fue same to be filed (the "Chavter 11 Proceeding'') with tl1e United States
Bankruptcy Court for the District of Dolawat'e (ihe; "Bankruptcy Court'') at such time m; fue
Authorized Persons consider appropriate; and it is
FURTHER RESOLVEJ}, tllat the Authorized Persons be, and they hereby are,
1Ul.rborlzed to retain on behalf oftbe Company fue law firm of Gerslen Savage LLP, upon Sltch
tenns and cm\ditions ns the Authrn:izcd PerSOllll shall approve, ro render legal ~ e r v i c e s to and
represent tlle Company in connection witl1 the Chapter ll Proceedings; and it is
FURTHI!!R RESOLVED, that the Authorized Persons be, and they hereby are,
autlmrized to retain o:ti behalf of the Company tbe law firm <>f Bayard, P A, as Delaware co-
counsel, upon such terms and conditions as the Authorized Persons shllll approve, to render legal
services to and represent the Company in connection with tbe Chapter 11 Proceedings; and it is
FURffiER RESOLVED, that the Authorized be, and they hereby are,
authorized to retain on behalf of the Comp""Y, RVR Consrdting Group n, LLC, as restmcturing
and business mn1IDf;1cment consultants, upon such terms and conditions as the Authorized
Persons shall appl'ovc, ttl provide certain consulting services in oonnf'Ction with the Chapter ll
Proceedings; and it is
FURTHER RESOLVED, that the Authorir.ed Penons be, and they hereby are,
authorized to rel!lin on behalf of the Company a balloting, servicing, and claims agent ro be
identified by the A.uthorizcd Persons, upon such i<lrms and conditi(l!IS as the Authorized Persons
shall a:pprove, to render certain admioistrativc services in connection with the Chapter 11
Proceedlngs; and it is
FURTHER RESOLVED, that each Authorized Person, and such other officers of the
Cmnpany ru; the Authorized Persons shall from time to time designate, and any employees
or agents (including counsel) designated by or directed by any such officers, be, and each hereby
is, authorized, mnpowerod and directed, in tbe name and on behalf of the Company, to execute
!llld .file all petitions, schedules, motions, lists, applications, pleadings and other papers, and to
take and perfonn any and all further acts and deeds which he or she deems necessmy, proper or
desirable in connection with the Chapter II case, including v.tithout llmi:tation, negotiating attd
e>btaining debt.N-in-possession financing, exit flilllllChig, and/or tbe use of cash collateral, and
executing, delivering and performing any and all documents, agreements, certificatBll and/or
instruments in connection with such financing. eldt fumnclng, and/or use of
cash collateral, with a view to the successful proBeculion of such case; and it is
RESOL VEl>, that each Authorized Person, and such other officers of
the Company as the Authorlzcd Persons shall from time to time designata, 1x, and each
hereby is, authmized, empowered and dhected, in the name and on behalf of tile Company,
as the caac may be, to: (a) negotiate, deliver and/or file m1y and aU of the agreements,
documents and instruments referenced herein, and suc!:t other agreements, de>cuments and
insttuments and assignmoo.ts thereof as may be required or as such Authorized Person or
designated officer d<.>.mns appropriate or advisable, '" to cause the negotiation, execution and
delivery ll>ereof, in the nan;e and on behalf of the Company, as the case may be, in such form
and snbstance as such Autborizcd PotSon or designated officer may approve, togetncr wiih suoh
changes and amendmoo.ts to any of the terms and conditions thereof as such Authorized Person
or dcsiJinated officer may appl'OVe, with the ai>d delivery thereof 01> behalf of the
Company by or at the direction of such Authorized Person or designated officer to constitute
evidence of such approval, (b) negotiate, execute, deliver and/or file, in the name and on behalf
of the Company any all agreements, documents, certificates, consents, filings and
applications relating to the resolutlons adopted and matters rmified or approved herein and the
transactions contemplated tl)ereby, and anicndments and supplements to any e>f the foregoing,
and to take such other ootions as may be reqtrlred or as such Authorized Person or de.'lignated
officer deems appropriate or advisable in connection therewith, and (c) do such othm things as
may be rettulred, or as may in their judgment be appropriate or advisable, in order to effectuate
fully the 1-esolutions adopted and nmtters >atifted or approved herein and the consllll'lmatiOJt of
tlu: transactimm contemplated thereby; and it is
FURTIIE:R RESOLVED, that al1 ants lawfully done or actions law fully taken by any
Authorized Person to file the voluntary petition for relief under Chapter 11 of the Bankruptcy
Code or in any other connection with the Chapter 11 Proceedings, or any manger related thmcto,
or by mtue of these resoluticms be, and hereby are, in all respects ratified, confinned and
approved.
This Unanimous Written Conse11t may be e),.'eculed in any number of c<>mrterparis, each
of w!Jich when so cxee<!ted and delivered shall be deen>ed wi original, and when together shall
constitute one instrument, and may be executed b)r facsimile signature, or electronic :mail
signature if attached to such electronic mail message ln a commonly readable format.
IN WITNESS WHEREOF, the undersigned, bcing the sole direclur of the Company,
cousents hereto in writlng as of orch I I ~ ] , 2010, and direct that this instrument be "filed with the
minutes f proceedings of the atd of Directors of the Company.