DIVERSIFIED CORPORATE RESOURCES, INC. COMMON STOCK WARRANTDiversified Corporate Resources Inc • December 9th, 2004 • Services-employment agencies • Texas
This certifies that, for good and valuable consideration, receipt of which is hereby acknowledged, MicroCapital Strategies, Inc. (“Holder”) is entitled to purchase, subject to the terms and conditions of this Warrant, Common Shares of Diversified Corporate Resources, Inc., a Texas corporation (the “Company”) This Warrant entitles Holder to purchase up to 49,982 fully paid and non-assessable shares of the Common Stock (“Common Stock”) of the Company, in accordance with Section 2 of this document during the period commencing concurrent with the execution by all parties of this Warrant Agreement (the “Effective Date”) and ending on the third anniversary of the Effective Date at 5:00 p.m. Dallas, Texas time, (the “Expiration Date”), at which time this Warrant will expire and become void unless earlier terminated as provided herein. The shares of Common Stock of the Company for which this Warrant is exercisable as adjusted from time to time pursuant to the terms hereof, are hereinafter refe
ACCOUNT PURCHASE AGREEMENTAccount Purchase Agreement • December 9th, 2004 • Diversified Corporate Resources Inc • Services-employment agencies • Colorado
This Agreement is dated as of December 1, 2003 between Wells Fargo Business Credit, Inc., (“WFBCI “) and Management Alliance Corporation (“Customer”). The Customer and WFBCI agree as follows:
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • December 9th, 2004 • Diversified Corporate Resources Inc • Services-employment agencies • Texas
This SECOND AMENDMENT TO RIGHTS AGREEMENT, dated as of December 31, 2003 (the “Amendment”), is by and between DIVERSIFIED CORPORATE RESOURCES, INC., a Texas corporation (the “Company”), and HARRIS TRUST AND SAVINGS BANK, a national banking association, as Rights Agent (the “Rights Agent”).
GUARANTY BY CORPORATIONGuaranty by Corporation • December 9th, 2004 • Diversified Corporate Resources Inc • Services-employment agencies • Colorado
This Guaranty, dated as December 1, 2003 is made by Diversified Corporate Resources, Inc., a Texas corporation (the “Guarantor”), for the benefit of Wells Fargo Business Credit, Inc., a Minnesota corporation (with its successors and assigns, the “WFBCI”,).
ASSIGNMENT AND ASSUMPTIONAssignment and Assumption • December 9th, 2004 • Diversified Corporate Resources Inc • Services-employment agencies
Reference is hereby made to the certain Securities Purchase Agreement by and between Diversified Corporate Resources, Inc. (the “Issuer”) and Mirocap Strategies, Inc. (“Mirocap”), dated effective November 21, 2003 (the “Subscription Agreement”). Terms not defined herein shall have the meaning ascribed to them in the Subscription Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 9th, 2004 • Diversified Corporate Resources Inc • Services-employment agencies • Texas
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated effective as of the 21st day of November 2003, by and among Diversified Corporate Resources, Inc., a Texas corporation (the “Company”), and Microcapital Strategies, Inc., a Texas corporation and Jupiter Orbit Fund, LTD hereto (the “Investor”).
CROSS-COLLATERAL AGREEMENTCross-Collateral Agreement • December 9th, 2004 • Diversified Corporate Resources Inc • Services-employment agencies
This agreement is entered into this 1st day of De6ember, 2003 by and among Wells Fargo Business Credit, Inc. (“WFBCI”), Information Systems Consulting Corporation (“ISCC”), Management Alliance Corporation (“MAGIC”), Texcel Services, Inc. (“‘Texcel”) and Datatek Group Corporation (“Datatek”) (together, ISCC, MAGIC, Texcel and Datatek are referred to herein as the “Affiliates”).
VALIDITY GUARANTYValidity Guaranty • December 9th, 2004 • Diversified Corporate Resources Inc • Services-employment agencies • Colorado
This Guaranty, dated as of December 1st, 2003, is made by J. Michael Moore (the “Guarantor”), for the benefit of Wells Fargo Business Credit, Inc., a Minnesota corporation (with its successors and assigns, the “WFBCI”).
VOTING AGREEMENTVoting Agreement • December 9th, 2004 • Diversified Corporate Resources Inc • Services-employment agencies • Texas
This AGREEMENT, dated as of February 16, 2004 (the “Agreement”), is by and between Diversified Corporate Resources, Inc., a Texas corporation (“DCRI”), and Microcapital Strategies, Inc. a Texas corporation(the “Investor”).
ASSIGNMENT AND ASSUMPTIONAssignment and Assumption • December 9th, 2004 • Diversified Corporate Resources Inc • Services-employment agencies
Reference is hereby made to the certain Securities Purchase Agreement by and between Diversified Corporate Resources, Inc. (the “Issuer”) and Mirocap Strategies, Inc. (“Mirocap”), dated effective November 21, 2003 (the “Subscription Agreement”). Terms not defined herein shall have the meaning ascribed to them in the Subscription Agreement.
