Exhibit 4.13


 


VOTING AGREEMENT


 


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”).


 


RECITAL


 


Effective November 21, 2003, the Investor executed a
Securities Purchase Agreement which provided, inter alia,
for the purchase of 165,000 shares of DCRI’s Series A Convertible voting, $.10
par value per share, Preferred Stock (the “Preferred Stock”) which is, among
other things, convertible into 1,650,000 shares of DCRI Common Stock, $.10 par
value per share (the “Common Stock”), together with certain warrants to
purchase Common Stock (collectively the “Offering”).  Following completion of the Offering, the
Investor entered into an arrangement whereby the Investor acquired the rights
to purchase an additional 46,875 shares of the Preferred Stock. (the “Second
Offering”)


 


NOW, THEREFORE, in consideration of the mutual
covenants and agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:


 


SECTION 1.     DEFINED
TERMS.


 


For purposes of this Agreement, the term “Affiliate”
and “Associate” shall have the respective meanings set forth in Rule 12b-2
promulgated by the Securities and Exchange Commission (the “SEC”) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes
of this Agreement, the terms “beneficial owner” and “beneficially own” shall
have the same meanings as set forth in Rule 13d-3 promulgated by the SEC under
the Exchange Act except that a person shall also be deemed to be the beneficial
owner of all shares of Preferred Stock and/or Common Stock which such person
has the right to acquire pursuant to the exercise of any rights in connection
with any securities or any agreement, regardless of when such rights may be
exercised and whether they are conditional.


 


SECTION 2.     VOTING.


 


(a)      Annual and Special Meetings in 2004 and
2005. The Investor shall cause all shares of Preferred Stock and Common
Stock beneficially owned by it and/or its Affiliates, Associates, or those
holding shares of any DCRI equity security as an assignee of Investor’s rights
under the Second Offering, as of the relevant record dates, to be present for
quorum purposes and to be voted in favor of (i) DCRI’s nominees for directors
at each of the 2004 and 2005 annual meetings of the shareholders of DCRI, or at
any adjournments or postponements thereof, (ii) DCRI’s proposals at each such
annual meeting, or any adjournments or postponements thereof and (iii) DCRI’s
proposals at any special meeting of the shareholders of DCRI or any
adjournments or postponements thereof, taking place during 2004 or 2005.


 


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(b)      Further Assurances. The Investor
shall take all action necessary to carry out the intention of this Section 2,
including, without limitation, delivering to DCRI executed proxies naming the
proxies appointed by DCRI for all shares of Preferred Stock and Common Stock
beneficially owned by the Investor and/or its Affiliates or Associates as of
the record dates for the aforementioned meetings of shareholders.


 


SECTION 3      REMEDIES.


 


(a)      The Investor hereby acknowledges and
agrees that irreparable harm would be caused to DCRI in the event any of the
provisions of this Agreement were not performed by the Investor and/or its
Affiliates or Associates in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that DCRI shall be entitled to
specific relief hereunder, including, without limitation, an injunction or
injunctions to prevent and enjoin breaches of the provisions of this Agreement
and to enforce specifically the terms and provisions hereof in any state or
federal court in the State of Texas, in addition to any other remedy to which
they may be entitled at law or in equity. Any requirements for the securing or
posting of any bond with such remedy are hereby waived.


 


(b)      The parties hereto agree that any actions,
suits or proceedings arising out of or relating to this Agreement, the
transactions contemplated hereby or any document referred to herein shall be
brought solely and exclusively in the courts of the State of Texas and/or the
courts of The United States of America located in the State of Texas (and the
parties agree not to commence any action, suit or proceeding relating thereto
except in such courts), and further agree that service of any process, summons,
notice or document by U.S. registered mail to the respective addresses set
forth in Section 5 hereof shall be effective service of process for any such
action, suit or proceeding brought against any party in any such court. The
parties irrevocably and unconditionally waive any objection to the laying of
venue of any action, suit or proceeding arising out of this Agreement or the
transactions contemplated hereby, in the courts of the State of Texas or The
United States of America located in the State of Texas, and hereby further
irrevocably and unconditionally waive and agree not to plead or claim in any
such court that any such action, suit or proceeding brought in any such court
has been brought in any inconvenient forum.


 


SECTION 4.     ENTIRE
AGREEMENT.


 


This Agreement concerning the Second and the Common
Stock Warrants issued pursuant thereto, (and the agreements and documents
referenced therein) contain the entire understanding of the parties with
respect to the subject matter hereof and thereof and this Agreement may be
amended only by an agreement in writing executed by the parties hereto.


 


SECTION 5.     NOTICES.


 


All notices, consents, requests, instructions,
approvals and other communications provided for herein and all legal process in
regard hereto shall be validly given, made or served, if in writing and sent by
overnight courier service, facsimile or U.S. registered mail, return receipt
requested:


 


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  if
  to DCRI:

  	
  Diversified
  Corporate Resources, Inc.

  10670 North Central Expressway, Suite 600

  Dallas, TX 75231

  Attention: Chief Executive Officer

  FAX: (972) 458-2801

  
	
   

  	
   

  
	
  with
  a copy to:

  	
  Dinur
  & Associates, P.C.

  990 Hammond Drive, Suite 760

  Atlanta, GA 30328

  Attention: Daniel D. Dinur, Esquire

  FAX: (770) 395-3171

  
	
   

  	
   

  
	
  if
  to the Investor:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  with
  a copy to:

  	
   

  



 


SECTION 6.     LAW
GOVERNING.


 


This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Texas, without regard to
any conflict of laws provisions thereof.


 


SECTION 7.     COUNTERPARTS.


 


This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


SECTION 8.     ENFORCEABILITY.


 


If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated. It is hereby stipulated and
declared to be the intention of the parties that the parties would have
executed the remaining terms, provisions, covenants and restrictions without
including any of such which may be hereafter declared invalid, void or
unenforceable. In addition, the parties agree to use their best efforts to
agree upon and substitute a valid and enforceable term, provision, covenant or
restriction for any such that is held invalid, void or unenforceable by a court
of competent jurisdiction.


 


IN WITNESS WHEREOF, each of the parties hereto has
executed this Agreement, or caused the same to be executed by its duly
authorized representative as of the date first above written.


 


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  Diversified
  Corporate Resources, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/
  J. Michael Moore

  	
   

  
	
   

  	
  Name:

  	
  J.
  Michael Moore

  
	
   

  	
  Title:

  	
  Chairman
  and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  “Investor”

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/
  Herbert A. Shuey, III

  	
   

  
	
   

  	
  Name:

  	
  Herbert
  A. Shuey, III

  
	
   

  	
  Title:

  	
   

  
						



 


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