Exhibit 10.45


 


ASSIGNMENT AND ASSUMPTION


 


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.


 


NOW, THEREFORE, in accordance with Section 4.6(f) of
the Subscription Agreement, Microcap shall and hereby does assign to HIR Partners,
LP, A Texas limited partnership (“Assignee”), the right, title and interest to
purchase 55,000 shares of the Preferred Stock (the “Shares”), for the aggregate
consideration of USD $550,000, as well as all other rights and benefits to
which a holder of the Shares would be entitled under the certain Term Sheet,
dated November 21, 2003 (herein so called), a copy of which is attached to the
Subscription Agreement.


 


Microcap and the Issuer hereby represent and warrant
for the benefit of Assignee that upon execution of this Agreement Assignee will
have direct ownership of all warrants, preferred stock and all other rights set
forth in the Term Sheet attributable to the Shares.


 


In connection with the assignment, each Assignee shall
and hereby does assume and accept, for the benefit of the Issuer, all of
Microcap’s obligations under the Subscription Agreement as he relates to the
number of shares of Preferred Stock to be purchased by him.  In particular, each Assignee shall and hereby
does make and confirm to and for the benefit of the Issuer the Investment
Representations set forth in Section 4.6 of the Agreement, as follows:


 


(a) Each of the partners of Assignee is an experienced
investor in unregistered and restricted securities of companies and understands
that this investment involves substantial risks.


 


(b) (i) The general partner of Assignee has a
preexisting personal or business relationship with the Issuer or one or more of
its officers, directors, or control persons and (ii) each of the partners of Assignee
has such knowledge and experience in financial and business matters that he is
capable of evaluating the merits and risks of the acquisition of the Preferred
Shares and, by reason of his financial and business experience, has the
capacity to protect his interest in connection with the acquisition of the
Preferred Stock. Each of the partners of Assignee is financially able to bear
the economic risk of the investment, including the total loss thereof.


 


(c) Each of the partners of Assignee is an “accredited
investor” as defined in Rule 501 (a) promulgated under the Securities Act.


 


(d) Each of the partners of Assignee has received and
reviewed a copy of the Subscription Agreement, the Term Sheet and the Disclosure
Documents and has had an opportunity to ask questions and receive answers from
the Issuer and its officers and


 


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employees regarding the terms and conditions of the purchase of the
Preferred Stock and regarding the business, financial affairs and other aspects
of the Issuer.


 


(f) The Preferred Stock is being acquired by the
Assignee for investment purposes for the Assignee’s own account only and not
for sale or with a view to distribution of all or any part of such Preferred
Stock.


 


Assignee also hereby does, on its own behalf and
behalf of each of its partners, acknowledge that the Preferred Stock has been
acquired from the Issuer in a transaction not involving a public offering.  As a result, under federal securities and
applicable regulations such securities may be resold without registration under
the Securities Act only in certain limited circumstances and, otherwise, such
securities must be held indefinitely.  In
this connection, Assignee and each of its partners understands the resale limitations
imposed by the Securities Act and is familiar with Rule 144 of the Securities
Act, as presently in effect, and the conditions which must be met in order for
that Rule to be available for resale of “restricted securities.”  Except as set forth in Section 5.3 of the
Subscription Agreement, the Issuer is under no obligation to register the
Preferred Stock (or the Common Stock issuable upon conversion) on behalf of
Assignee or to assist Assignee in complying with any exemption from
registration.


 


[Signatures on Following Page]


 


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IN WITNESS WHEREOF, the parties hereto have set their
hands and seals as of the 5th day of February, 2004.


 


	
   

  	
  Microcap Strategies, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ Robert A. Shuey, III

  	
   

  
	
   

  	
   

  	
  Robert A. Shuey, III

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “Assignees”

  
	
   

  	
   

  	
   

  
	
   

  	
  HIR Preferred Partners, LP,

  a Texas limited partnership

  
	
   

  	
  By: B/K Funds, GP, LLC, General Partner

  
	
   

  	
  Its General Partner

  
	
   

  	
  By:

  	
  /S/ Ron Beneke, 2/6/04

  	
   

  
	
   

  	
  Ron Beneke, CEO  
  Date

  
					



 


Agreed and Consented to:


 


Diversified Corporate Resources, Inc.


 


	
  By:

  	
  /S/ J. Michael Moore

  	
  CEO

  	
  2-6-04

  	
   

  
	
  Name

  	
  Title

  	
  Date

  	
   

  
							



 


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