Exhibit
4.14


 


DIVERSIFIED
CORPORATE RESOURCES, INC.

COMMON STOCK WARRANT


 


THIS WARRANT AND THE SECURITIES
ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER
EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH SALE OR TRANSFER IS EXEMPT FROM
THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.


 


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 referred to as the “Shares.”


 


1.     EXERCISE PRICE. The purchase price for the
shares shall be $3.50 per share or the price as adjusted in attachment A. Such
price shall be subject to adjustment pursuant to the terms hereof (such prices,
as adjusted from time to time, is hereinafter referred to as the “Exercise
Price”).


 


2.     EXERCISE AND PAYMENT.


 


(a)      CASH EXERCISE.  At any time after the Effective Date, this
Warrant may be exercised, in whole or in part, from time to time by the Holder,
during the term hereof, by surrender of this Warrant and the Notice of Exercise
annexed hereto duly completed and executed by the Holder to the Company at the
principal executive offices of the Company, together with payment in the amount
obtained by multiplying the Exercise Price then in effect by the number of
Shares thereby purchased, as designated in the Notice of Exercise. Payment may
be in cash or by check payable to the order of the Company.


 


(b)      NET ISSUANCE.  In lieu of payment of the Exercise Price
described in Section 2(a), the Holder may elect to receive, without the payment
by the Holder of any additional consideration, shares equal to the value of
this Warrant or any portion hereof by the surrender of this Warrant or such
portion to the Company, with the net issue election notice annexed hereto (the “Net
Issuance Election Notice”) duly executed, at the office of the Company.
Thereupon, the Company shall issue to the Holder such number of fully paid and
nonassessable shares of Common Stock as is computed using the following
formula:


 


where: X = Y (A-B)


 





















 


A


 


X =  the number of
shares to be issued to the Holder pursuant to this Section 2.


 


Y =  the number of
shares covered by this Warrant in respect of which the net issuance election is
made pursuant to this Section 2.


 


A
=  the fair market value of one share of
Common Stock, as determined in accordance with the provisions of this Section
2.


 


B
=  the Exercise Price in effect under
this Warrant at the time the net issuance election is made pursuant to this
Section 2.


 


For purposes of this Section 2, the “fair market
value” per share of the Company’s Common Stock shall mean:


 


i.         If the Common Stock is traded on a
national securities exchange or admitted to unlisted trading privileges on such
an exchange, or is listed on the Nasdaq National Market (the “NNM”) or other
over-the- counter quotation system, the fair market value shall be the last
reported sale price of the Common Stock on such exchange or on the NNM or other
over-the-counter quotation system on the last business day before the effective
date of exercise of the net issuance election or if no such sale is made on
such day, the mean of the closing bid and asked prices for such day on such
exchange, the NNM or over-the-counter quotation system; and


 


ii.        If the Common Stock is not so listed or
admitted to unlisted trading privileges and bid and ask prices are not
reported, the fair market value shall be the price per share which the Company
could obtain from a willing buyer for shares sold by the Company from
authorized but unissued shares, as such price shall be determined by mutual
agreement of the Company and the Holder of this Warrant. If the Company and the
Holder cannot mutually agree on such price, the fair market value shall be made
by an appraiser of recognized standing selected by the Holder and the Company,
or, if they cannot agree on an appraiser, each of he Company and the Holder
shall select an appraiser of recognized standing and the two appraisers shall
designate a third appraiser of recognized standing, whose appraisal shall be
determinative of such value.


 


3.        DELIVERY OF STOCK CERTIFICATES.  Within a reasonable time after exercise, in
whole or in part, of this Warrant, the Company shall issue in the name of and
deliver to the Holder, a certificate or certificates for the number of fully
paid and nonassessable shares of Common Stock which the Holder shall have
requested in the Notice of Exercise or Net Issuance Election Notice. If this
Warrant is exercised in part, the Company shall deliver to the Holder a new
Warrant for the unexercised portion of this Warrant at the time of delivery of
such stock certificate or certificates.


 


4.        NO FRACTIONAL SHARES.  No fractional shares or scrip representing
fractional shares will be issued upon exercise of this Warrant.  If upon any exercise of this Warrant a
fraction of a share results, the Company will pay the Holder the difference
between the cash value of the fractional share and the portion of the Exercise
Price allocable to the fractional share.


 


5.        CHARGES, TAXES AND EXPENSES.  The Holder shall pay all transfer taxes or
other incidental charges, if any, in connection with the transfer of the Shares
purchased pursuant to the exercise hereof from the Company to the Holder.


 


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6.        LOSS, THEFT, DESTRUCTION OR MUTILATION
OF WARRANT.  Upon receipt by the Company
of evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and in case of loss, theft or destruction, of
indemnity or security reasonably satisfactory to the Company, and upon
reimbursement to the Company of all reasonable expenses incidental thereto, and
upon surrender and cancellation of this Warrant, if mutilated, the Company will
make and deliver a new Warrant of like tenor and dated as of such cancellation,
in lieu of this Warrant.


 


7.        SATURDAYS, SUNDAYS, HOLIDAYS, ETC.  If the last or appointed day for the taking
of any action or the expiration of any right required or granted herein shall
be a Saturday or a Sunday or shall be a legal holiday, then such action may be
taken or such right may be exercised on the next succeeding weekday which is
not a legal holiday.


 


8.        ADJUSTMENT OF EXERCISE PRICE AND NUMBER
OF SHARES.  The number of and kind of
securities purchasable upon exercise of this Warrant and the Exercise Price
shall be subject to adjustment from time to time as follows:


 


(a)      SUBDIVISIONS, COMBINATIONS AND OTHER
ISSUANCES.  If the Company shall at any
time after the date hereof but prior to the expiration of this Warrant
subdivide its outstanding securities as to which purchase rights under this
Warrant exist, by split-up or otherwise, or combine its outstanding securities
as to which purchase rights under this Warrant exist, the number of Shares as
to which this Warrant is exercisable as of the date of such subdivision,  split-up or combination shall forthwith be
proportionately increased in the case of a subdivision, or proportionately
decreased in the case of a combination. Appropriate adjustments shall also be
made to the purchase price payable per share, but the aggregate purchase price
payable for the total number of Shares purchasable under this Warrant as of
such date shall remain the same.


 


(b)      STOCK DIVIDEND.  If at any time after the date hereof the
Company declares a dividend or other distribution on Common Stock payable in
Common Stock or other securities or rights convertible into Common Stock  (“Common Stock Equivalents”) without payment
of any consideration by such holder for the additional shares of Common Stock
or the Common Stock Equivalents (including the additional shares of Common
Stock issuable upon exercise or conversion thereof), then the number of shares
of Common Stock for which this Warrant may be exercised shall be increased as
of the record date (or the date of such dividend distribution if no record date
is set) for determining which holders of Common Stock shall be entitled to
receive such dividend, in proportion to the increase in the number of outstanding
shares  (and shares of Common Stock
issuable upon conversion of all such securities convertible into Common Stock)
of Common Stock as a result of such dividend, 
and the Exercise Price shall be adjusted so that the aggregate amount
payable for the purchase of all the Shares issuable hereunder immediately after
the record date (or on the date of such distribution, if applicable), for such
dividend shall equal the aggregate amount so payable immediately before such
record date (or on the date of such distribution, if applicable).


 


(c)      OTHER DISTRIBUTIONS.  If at any time after the date hereof the
Company distributes to holders of its Common Stock, other than as part of its
dissolution or liquidation or the winding up of its affairs, any shares of its
capital stock, any evidence of indebtedness or any of its assets (other than
cash, Common Stock or securities convertible into Common Stock), then the
Company may, at its option, either (i) decrease the per share Exercise Price of
this Warrant by an appropriate amount based upon the value distributed on each
share of Common Stock as determined in good faith by the Company’s Board of
Directors or (ii) provide by resolution of the Company’s Board of Directors
that on exercise of this Warrant, the Holder hereof shall thereafter be
entitled to receive, in addition to the shares of Common Stock otherwise
receivable on exercise hereof, the number of 


 


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shares or other securities or property which would have
been received had this Warrant at the time been exercised.


 


(d)      MERGER. 
If at any time after the date hereof there shall be a merger or
consolidation of the Company with or into another corporation when the Company
is not the surviving corporation then the Holder shall thereafter be entitled
to receive upon exercise of this Warrant, during the period specified herein
and upon payment of the aggregate Exercise Price then in effect, the number of
shares or other securities or property of the successor corporation resulting
from such merger or consolidation, which would have been received by Holder for
the shares of stock subject to this Warrant had this Warrant at such time been
exercised.


 


(e)      RECLASSIFICATION, ETC.  If at any time after the date hereof there
shall be a change or reclassification of the securities as to which purchase
rights under this Warrant exist into the same or a different number of
securities of any other class or classes, then the Holder shall thereafter be
entitled to receive upon exercise of this Warrant, during the period specified
herein and upon payment of the Exercise Price then in effect, the number of
shares or other securities or property resulting from such change or
reclassification, which would have been received by Holder for the shares of
stock subject to this Warrant had this Warrant at such time been exercised.


 


9.        NOTICE OF ADJUSTMENTS; NOTICES.  Whenever the Exercise Price or number of
Shares purchasable hereunder shall be adjusted pursuant to Section 8 hereof,
the Company shall execute and deliver to the Holder a certificate setting
forth, in reasonable detail, the event requiring the adjustment, the amount of
the adjustment, the method by which such adjustment was calculated and the
Exercise Price and number of shares purchasable hereunder after giving effect
to such adjustment, and shall cause a copy of such certificate to be mailed (by
first class mail, postage prepaid) to the Holder.


 


10.      RIGHTS AS SHAREHOLDER.  Prior to exercise of this Warrant, the Holder
shall not be entitled to any rights as a shareholder of the Company with
respect to the Shares, including (without limitation) the right to vote such
Shares, receive dividends or other distributions thereon, or be notified of
shareholder meetings, and the Holder shall not be entitled to any notice or
other communication concerning the business or affairs of the Company.  However, in the event of any taking by the
Company of a record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend (other
than a cash dividend) or other distribution, any right to subscribe for,
purchase or otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right, the Company shall mail
to each Holder of this Warrant, at least ten (10) days prior to the date
specified therein, a notice specifying the date on which any such record is to
be taken for the purpose of such dividend, distribution or right, and the
amount and character of such dividend, distribution or right.


 


11.      RESTRICTED SECURITIES.  The Holder understands that this Warrant and
the Shares purchasable hereunder constitute “restricted securities” under the
federal securities laws inasmuch as they are, or will be, acquired from the
Company in transactions not involving a public offering and accordingly may
not, under such laws and applicable regulations, be resold or transferred
without registration under the Securities Act of 1933, as amended (the “1933
Act”) or an applicable exemption from such registration. In this connection,
the Holder acknowledges that Rule 144 of the Securities and Exchange Commission
(the “SEC”) is not now, and may not in the future be, available for resales of
the Warrant and the Shares purchasable hereunder. Unless the Shares are
subsequently registered pursuant to Section 14, the Holder further acknowledges
that the securities legend on Exhibit A to the Notice of Exercise attached
hereto shall be placed on any Shares issued to the Holder upon exercise of this
Warrant.


 


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12.      CERTIFICATION OF INVESTMENT PURPOSE.  Unless a current registration statement under
the 1933 Act shall be in effect with respect to the securities to be issued
upon exercise of this Warrant, the Holder covenants and agrees that, at the
time of exercise hereof, it will deliver to the Company a written certification
executed by the Holder that the securities acquired by him upon exercise hereof
are for the account of such Holder and acquired for investment purposes only
and that such securities are not acquired with a view to, or for sale in
connection with, any distribution thereof.


 


13.      DISPOSITION OF SHARES.  Holder hereby agrees not to make any
disposition of any Shares purchased hereunder unless and until:


 


(a)      Holder shall have notified the Company of
the proposed disposition and provided a written summary of the terms and
conditions of the proposed disposition;


 


(b)      Holder shall have complied with all
requirements of this Warrant applicable to the disposition of the Shares; and


 


(c)      Holder shall have provided the Company
with written assurances, in form and substance satisfactory to legal counsel of
the Company, that (i) the proposed disposition does not require registration of
the Shares under the 1933 Act or (ii) all appropriate action necessary for
compliance with the registration requirements of the 1933 Act or of any
exemption from registration available under the 1933 Act has been taken.


 


The
Company shall NOT be required (i) to transfer on its books any Shares which
have been sold or transferred in violation of the provisions of this Section
13, or (ii) to treat as the owner of the Shares, or otherwise to accord voting
or dividend rights to, any transferee to whom the Shares have been transferred
in contravention of the terms of this Warrant.


 


14.      REGISTRATION RIGHTS.


 


(a)      PIGGYBACK REGISTRATION.  If at any time during the five-year period
commencing on the Effective Date and ending five years hence, the Company shall
determine to register for its own account or the account of others under the
1933 Act any of its equity securities, other than on Form S-4 or Form S-8 or
their then equivalents relating to equity securities to be issued solely in
connection with any acquisition of any entity or business, or equity securities
issuable in connection with stock option or other employee benefit plans, the
Company shall send to each Holder of Warrants or Shares, who is entitled to
registration rights under this Section 14(a) written notice of such
determination and, if within twenty (20) days after receipt of such
notice,  such Holder shall so request in
writing (hereafter a “Selling Holder”), the Company shall include in such
Registration Statement all or any part of the Shares issuable upon exercise of
the Warrants (the “Registrable Securities”) 
such Selling Holder requests to be registered. The obligations of the
Company under this Section 14(a) may be waived by Holders holding a majority in
interest of the Registrable Securities. 
In the event that the managing underwriter for said offering advises the
Company in writing that the inclusion of such Registrable Securities in the
offering would be materially detrimental to the offering, then the Company
shall be required to include in the offering only that number of Registrable
Securities which the managing underwriter determines in its sole discretion
will not jeopardize the success of the offering (the Registrable Securities so
included to be apportioned pro rata among all Selling Holders according to the
total amount of Registrable Securities entitled to be included therein owned by
each selling holder or in such other proportions as shall mutually be agreed to
by such selling holders); PROVIDED HOWEVER, that in no event shall any Holder
of Registrable Securities have the number of shares of such securities reduced
in such offer unless and until any holders of non-Registrable Securities
intending to participate in such 


 


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offering (which selling holders’ registration
rights, if any, were granted by the Company from and after the date hereof)
first shall have had the number of their shares of such securities reduced up
to the amount of securities the managing underwriter has determined in its sole
discretion shall be excluded from the offering; and PROVIDED FURTHER, that in
no event shall any Shares being sold by a Holder properly exercising a demand
registration granted in Section 14(b) be excluded from such offering.


 


(c)      OBLIGATIONS OF THE HOLDERS.  In connection with the registration of the
Registrable Securities pursuant to either Sections 14(a), or (b), the Selling
Holders shall have the following obligations:


 


i.      It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Agreement with
respect to each Selling Holder that such Selling Holder shall furnish to the
Company such information regarding itself, the Registrable Securities held by
it and the intended method of disposition of the Registrable Securities held by
it as shall be reasonably required to effect the registration of the
Registrable Securities and shall execute such documents in connection with such
registration as the Company may reasonably request.  At least fifteen (15) days prior to the first
anticipated filing date of the Registration Statement, the Company shall notify
each Selling Holder of the information the Company requires from each such
Selling Holder (the “Requested Information”) in the case of a Registration Statement
being prepared pursuant to Section 14(b) or if such Selling Holder elects to
have any of such Selling Holder’s Registrable Securities included in the
Registration Statement in the case of a Registration Statement being prepared
pursuant to Section 14(a).


 


ii.     Each Selling Holder by such Selling Holder’s
acceptance of the Registrable Securities agrees to cooperate with the Company
as reasonably requested by the Company in connection with the preparation and
filing of the Registration Statement hereunder, unless such Selling Holder has
notified the Company in writing of such Selling Holder’s election to exclude
all of such Selling Holder’s Registrable Securities from the Registration
Statement; and


 


iii.    No Selling Holder may participate in any
underwritten registration hereunder unless such Selling Holder (i) agrees to
sell such Selling Holder’s Registrable Securities on the basis provided in any
underwriting arrangements, (ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements, and
(iii) agrees to pay its pro rata share of all underwriting discounts and
commissions and other fees and expenses of investment bankers and any manager
or managers of such underwriting, except as provided in Section 14(d) below.


 


(d)      EXPENSES OF REGISTRATION.  All expenses, other than underwriting
discounts and commissions and other fees and expenses of investment bankers and
other than brokerage commissions, incurred in connection with registrations,
filings or qualifications pursuant to Section 
14(a) or 14(b), including, without limitation, all registration, listing
and qualifications fees, printers for the Company and the Selling Holders,
shall be borne by the Company; the Company shall not be required to bear the
fees and out-of-pocket expenses of legal counsel and accountants selected by
the Selling Holders in connection with each such registration.


 


(e)      INDEMNIFICATION.  In the event any Registrable Securities are
included in a Registration Statement under this Agreement:


 


i.      To the extent permitted by law, the
Company will indemnify and hold harmless each Selling Holder who holds such
Registrable Securities, the directors, if any, of such 


 


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Selling Holder, the officers, if any, of such
Selling Holder, each person, if any, who controls any Selling Holder within the
meaning of the 1933 Act, any underwriter (as defined in the 1933 Act) for the
Selling Holders, the directors, if any, of such underwriter and the officers,
if any, of such underwriter, and each person, if any, who controls any such
underwriter within the meaning of the 1933 Act (each, an “Indemnified Person”),
against any losses, claims, damages, expenses or liabilities (joint or several)
(collectively, “Claims”) to which any of them may become subject under the 1933
Act or otherwise, insofar as such Claims 
(or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement when it
first became effective, or any related final prospectus, amendment or supplement
thereto, or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which the statements therein were made, not
misleading (a “Violation”).  The Company
shall reimburse the Selling Holders and each such underwriter or controlling
person, promptly as such expenses are incurred and are due and payable, for any
legal fees or other reasonable expenses incurred by them in connection with
investigating or defending any such Claim. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this
Section 14(e)(i) shall not apply in such case to the extent any such Claim
arising out of or based upon a Violation which occurs in reliance upon and in
conformity with information furnished in writing to the Company by any
Indemnified Person or underwriter for such Indemnified Person expressly for use
in connection with the preparation of the Registration Statement or any such amendment
thereof or supplement thereto, and shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior
written consent of the Company, which consent shall not be unreasonably
withheld.


 


ii.     In connection with any Registration
Statement in which a Selling Holder is participating, each such Selling Holder
agrees to indemnify and hold harmless, to the same extent and in the same
manner set forth in Section 14(e)(i), the Company, each of its directors, each
of its officers who signs the Registration Statement, each person, if any, who
controls the Company within the meaning of the 1933 Act, any underwriter and
any other shareholder selling securities pursuant to the Registration Statement
or any of its directors or officers or any person who controls such shareholder
or underwriter within the meaning of the 1933 Act (collectively and together
with an Indemnified Person, an “Indemnified Party”), against any Claim to which
any of them may become subject, under the 1933 Act or otherwise, insofar as
such Claim arises out of or is based upon any Violation, in each case to the
extent (and only to the extent) that such Violation occurs in reliance upon and
in conformity with written information furnished to the Company by such Selling
Holder expressly for use in connection with such Registration Statement, and
such Selling Holder will reimburse any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such Claim;
PROVIDED, HOWEVER,  that the indemnity
agreement contained in this Section 14(e)(ii) shall not apply to amounts paid
in settlement of any Claim if such settlement is effected without the prior
written consent of such Selling Holder, which consent shall not be unreasonably
withheld.


 


iii.    The Company shall be entitled to receive
indemnities from underwriters, selling brokers, dealer managers and similar
securities industry professionals participating in any distribution to the same
extent as provided above, with respect to information furnished in writing by
such persons expressly for inclusion in the Registration Statement.


 


iv.      Promptly after receipt by an Indemnified
Person or Indemnified Party under this Section 14(e) of notice of the
commencement of any action (including any governmental action), such
Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is
made against any indemnifying party under this Section 14(e), deliver to the
indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have 


 


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the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying parties; PROVIDED, HOWEVER, that an
Indemnified Person or Indemnified Party shall have the right to retain its own
counsel, with the fees and expenses to be paid by the indemnifying party,  if, in the reasonable opinion of counsel
retained by the indemnifying party,  the
representation by such counsel of the Indemnified Person or Indemnified Party
and the indemnifying party would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and
any other party represented by such counsel in such proceeding. The
Indemnifying Party shall pay for only one separate legal counsel for the
Indemnified Parties; such legal counsel shall be selected by the Indemnified
Parties holding a majority in interest of the Registrable Securities. The
failure to deliver written notice to the indemnifying party within a reasonable
time of the commencement of any such action shall not relieve such indemnifying
party of any liability to the Indemnified Person or Indemnified Party under
this Section 14(e), except to the extent that the indemnifying party is
prejudiced in its ability to defend such action.  The indemnification required by this Section
14(e) shall be made by periodic payments of the amount thereof during the
course of the investigation or defense, as such
expense, loss, damage or liability is incurred and is due and payable.


 


v.     Notwithstanding any of the foregoing, if,
in connection with an underwritten public offering of Registrable Securities,
the Company, the Selling Holders and the underwriter(s) enter into an
underwriting or purchase agreement relating to such offering which contains
provisions covering indemnification and contribution among the parties, the
indemnification and contribution provisions of this Section 14(e) shall be
deemed inoperative for purposes of such offering.


 


(e)      CONTRIBUTION.  To the extent any indemnification by an
indemnifying party is prohibited or limited by law, the indemnifying party
agrees to make the maximum contribution with respect to any amounts for which
it would otherwise be liable under Section 14(e) to the fullest extent
permitted by law; PROVIDED, HOWEVER, that (i) no contribution shall be made
under circumstances where the maker would not have been liable for
indemnification under the fault standards set forth in Section 14(e), (ii) no
seller of Registrable Securities guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
from any seller of Registrable Securities who was not guilty of such fraudulent
misrepresentation, and (iii) contribution by any seller of Registrable
Securities shall be limited in amount to the net amount of proceeds received by
such seller from the sale of such Registrable Securities.


 


(f)       REPORTS UNDER
EXCHANGE ACT.  With a view to making
available to the Holders the benefits of Rule 144 promulgated under the 1933
Act or any other similar rule or regulation of the SEC that may at any time
permit the Holders to sell securities of the Company to the public without
registration (“Rule 144”), the Company agrees to:


 


i.      use its best efforts to make and keep
public information available, as those terms are understood and defined in Rule
144; and


 


ii.     use its best efforts to file with the SEC
in a timely manner all reports and other documents required of the Company
under the 1933 Act and the Securities Exchange Act of 1934, as amended (the “Exchange
Act”); and


 


iii.    furnish to each Holder so long as such
Holder owns Registrable Securities, promptly upon request, (i) a written
statement by the Company with respect to its compliance with the reporting
requirements of Rule 144, (ii) a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed 


 


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by the Company, and (iii) such other information as
may be reasonably requested to permit the Holders to sell such securities without
registration pursuant to Rule 144.


 


(g)      ASSIGNMENT OF THE REGISTRATION
RIGHTS.  The rights to have the Company
register Registrable Securities pursuant to this Agreement shall be
automatically assigned by the Holders to transferees or assignees of all or any
portion of such securities only if:  (i)
the Holder agrees in writing with the transferee or assignee to assign such
rights, (ii) the Company is, within a reasonable time after such transfer or
assignment, furnished with written notice of the name and address of such
transferee or assignee (iii) such assignment is in accordance with and
permitted by law and all other agreements between the transferor or assignor
and the Company, including without limitation, shareholder’s agreements,
warrants and subscription agreements, and the transferor or assignor otherwise
is not in material default of any obligation to the Company under any such
other agreement, and (iv) at or before the time the Company received the
written notice contemplated by clause (ii) of this sentence the transferee or
assignee agrees in writing with the Company to be bound by all of the
provisions contained herein.


 


(h)      TERMINATION OF REGISTRATION RIGHTS.  No Holder of Warrants or Shares shall be
entitled to exercise any right provided for in this Section 14 at such time as
such Holder would be able to dispose of all of its Registrable Securities in
any three (3) month period under SEC Rule 144 or any successor rule thereto.


 


15.      TRANSFERABILITY.


 


1.               GENERAL. 
This Warrant shall be transferable only on the books of the Company
maintained at its principal office in Dallas, Texas or wherever its principal
office may then be located, upon delivery thereof duly endorsed by the Holder
or by its duly authorized attorney or representative, accompanied by proper
evidence of succession, assignment or authority to transfer. Upon any
registration of transfer, the Company shall execute and deliver new Warrants to
the person entitled thereto.


 


2.               LIMITATIONS ON TRANSFER. This Warrant shall not
be sold, transferred, assigned or hypothecated by the Holder without the
company’s express written consent except to; (i) one or more persons, each of
whom on the date of transfer is an officer of the Holder; (ii) a general
partnership or general partnerships, the general partners of which are the
Holder and one or more persons, each of whom on the date of transfer is an
officer of the Holder; (iii) a successor to the Holder in any merger or
consolidation; (iv) a purchaser of all or substantially all of the Holder’s
assets; or (v) any person receiving this Warrant from one or more of the
persons listed in this Section 15(b) at such person’s or persons’ death
pursuant to will, trust or the laws of intestate succession.  This Warrant may be divided or combined, upon
request to the Company by the Holder, into a certificate or certificates
representing the right to purchase the same aggregate number of Shares.


 


3.               Any transfer made except in strict compliance
with Section 15 above, notwithstanding the fact that such transfers maybe made
to bone fide third party purchasers, shall be null and void and shall not be
recognized by the Company.


 


16.      MISCELLANEOUS.


 


(a)      CONSTRUCTION.  Unless the context indicates otherwise, the
term “Holder” shall include any transferee or transferees of this Warrant
pursuant to Section 15(b), and the term “Warrant” shall include any and all
warrants outstanding pursuant to this Agreement, including those evidenced by a
certificate or certificates issued upon division, exchange, substitution or transfer
pursuant to Section 15(b).


 


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(b)      RESTRICTIONS.  By receipt of this Warrant, the Holder makes
the same representations with respect to the acquisition of this Warrant as the
Holder is required to make upon the exercise of this Warrant and acquisition of
the Shares purchasable hereunder as set forth in the Form of Investment Letter
attached as Exhibit A to the Notice of Exercise attached hereto.


 


(c)      NOTICES. 
Unless otherwise provided, any notice required or permitted under this
Warrant shall be given in writing and shall be deemed effectively given upon
personal delivery to the party to be notified or three (3) days following
deposit with the United States Post Office, by registered or certified mail,
postage prepaid and addressed to the party to be notified (or one (1) day
following timely deposit with a reputable overnight courier with next day
delivery instructions), or upon confirmation of receipt by the sender of any
notice by facsimile transmission, at the address indicated below or at such
other address as such party may designate by ten (10) days’ advance written
notice to the other parties.


 


To
Holder:


 


MicroCapital Strategies, Inc.

3425 Asbury

Dallas, Texas 75205


 


To
the Company:


 


Diversified Corporate Resources,
Inc. 

10670 North Central Expressway, Suite 600 

Dallas, Texas 75231 

Attention: President


 


(d)      GOVERNING LAW.  This Warrant shall be governed by and
construed under the laws of the State of Texas as applied to agreements among
Texas residents entered into and to be performed entirely within Texas.


 


(e)      ENTIRE AGREEMENT. This Warrant, the
exhibits and schedules hereto, and the documents referred to herein, constitute
the entire agreement and understanding of the parties hereto with respect to
the subject matter hereof, and supersede all prior and contemporaneous
agreements and understandings, whether oral or written, between the parties
hereto with respect to the subject matter hereof.


 


(f)       BINDING EFFECT. This Warrant and the
various rights and obligations arising hereunder shall inure to the benefit of
and be binding upon the Company and its successors and assigns, and Holder and
its successors and assigns.


 


(g)      WAIVER; CONSENT. This Warrant may not be
changed, amended, terminated, augmented, rescinded or discharged (other than by
performance), in whole or in part, except by a writing executed by the parties
hereto, and no waiver of any of the provisions or conditions of this Warrant or
any of the rights of a party hereto shall be effective or binding unless such
waiver shall be in writing and signed by the party claimed to have given or
consented thereto.


 


(h)      SEVERABILITY.  If one or more provisions of this Warrant are
held to be unenforceable under applicable law, such provision shall be excluded
from this Warrant and the balance of the Warrant shall be interpreted as if
such provision were so excluded and the balance shall be enforceable in
accordance with its terms.


 


Executed this 19th day of March, 2004.


 


10





















 


	
   

  	
  THE COMPANY:

  
	
   

  	
   

  
	
   

  	
  Diversified Corporate
  Resources, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ J. Michael Moore

  	
   

  
	
   

  	
  Name:

  	
  J. Michael Moore

  
	
   

  	
  Title:

  	
  C.E.O.

  
	
   

  	
   

  
	
   

  	
  HOLDER:

  
	
   

  	
   

  
	
  MicroCapital Strategies, Inc.

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ Robert A. Shuey, III

  	
   

  
						



 


11





















 


NOTICE OF
EXERCISE


 


To: 
DIVERSIFIED CORPORATE RESOURCES, INC.


 


The
undersigned hereby elects to purchase                        
shares of Common Stock (“STOCK”) of Diversified Corporate Resources, Inc., a
Texas corporation (the “COMPANY”) pursuant to the terms of the attached
Warrant, and tenders herewith payment of the purchase price pursuant to the
terms of the Warrant.


 


Attached
as Exhibit A is an investment representation letter addressed to the Company
and executed by the undersigned as required by Section 12 of the Warrant.


 


Please
issue certificates representing the shares of Stock purchased hereunder in the
names and in the denominations indicated on Exhibit A attached hereto.


 


Please
issue a new Warrant for the unexercised portion of the attached Warrant, if
any, in the name of the undersigned.


 


Dated:


 


	
  Name:

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  



 


12





















 


NET
ISSUANCE ELECTION NOTICE


 


To: 
DIVERSIFIED CORPORATE RESOURCES, INC.


 


Date:


 


The
undersigned hereby elects under Section 2 of the attached Warrant to surrender
the right to purchase                        
shares of Common Stock pursuant to the attached Warrant.  The Certificate(s) for the shares issuable
upon such net issuance election shall be issued in the name of the undersigned
or as otherwise indicated below.


 


Attached
as Exhibit A is an investment representation letter addressed to the Company
and executed by the undersigned as required by Section 12 of the Warrant.


 


Please
issue certificates representing the shares of Stock purchased hereunder in the
names and in the denominations indicated on Exhibit A attached hereto.


 


Please
issue a new Warrant for the unexercised portion of the attached Warrant, if
any, in the name of the undersigned.


 


	
  Signature

  	
   

  
	
   

  	
   

  
	
  Name
  for Registration

  	
   

  
	
   

  	
   

  
	
  Mailing
  Address

  	
   

  



 


13





















 


EXHIBIT A


 


To: 
DIVERSIFIED CORPORATE RESOURCES, INC.


 


In
connection with the purchase by the undersigned of               
shares of the Common Stock (the “STOCK”) of Diversified Corporate Resources,
Inc., a Texas corporation (the “COMPANY”), upon exercise of that certain Common
Stock Warrant dated as of April          ,
2003, the undersigned hereby represents and warrants as follows:


 


The
shares of Stock to be received by the undersigned upon exercise of the Warrant
are being acquired for its own account, not as a nominee or agent, and not with
a view to resale or distribution of any part thereof, and the undersigned has
no present intention of selling, granting any participation in, or otherwise
distributing the same.  The undersigned
further represents that it does not have any contract, undertaking, agreement
or arrangement with any person to sell, transfer or grant participation to such
person or to any third person, with respect to the Stock.  The undersigned believes it has received all
the information it considers necessary or appropriate for deciding whether to
purchase the Stock.


 


The
undersigned understands that the shares of Stock are characterized as “restricted
securities” under the federal securities laws inasmuch as they are being
acquired from the Company in transactions not involving a public offering and
that under such laws and applicable regulations such securities may be resold
without registration under the Securities Act of 1933, as amended (the “ACT”),
only in certain limited circumstances. 
In this connection, the undersigned represents that it is familiar with
SEC Rule 144, as presently in effect, and understands the resale limitations
imposed thereby and by the Act.


 


Without
in any way limiting the representations set forth above, the undersigned agrees
not to make any disposition of all or any portion of the Stock unless and
until:


 


There
is then in effect a registration statement under the Act covering such proposed
disposition and such disposition is made in accordance with such registration
statement; or


 


(i)
The undersigned shall have notified the Company of the proposed disposition and
shall have furnished the Company with a detailed statement of the circumstances
surrounding the proposed disposition, and (ii) if requested, the undersigned
shall have furnished the Company with an opinion of counsel, reasonably
satisfactory to the Company that such disposition will not require registration
of such shares under the Act.  The
Company will not require an opinion of counsel for sales made pursuant to Rule
144 except in unusual circumstances.


 


The
undersigned understands the instruments evidencing the Stock may bear the following
legend:


 


THIS
CERTIFICATE AND THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE
SOLD,  OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED UNLESS THERE  IS AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR THE COMPANY RECEIVES
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT SUCH SALE OR TRANSFER IS  EXEMPT FROM THE
REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.


 


Dated:


 


14





















 


	
  DIVERSIFIED CORPORATE RESOURCES, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  J. Michael Moore Chairman & CEO

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MicroCapital Strategies, Inc.

  



 


15





















 


Attachment A


 


1.               If DCRI’s net
pre-tax income, as reported in its audited financial statements included in its
Annual Report on Form 10K for the fiscal year ended December 31, 2004 is at
least $3,000,000, less dividends paid, the exercise price of the Warrants will
be $3.50 per share; but


 


2.               If the Net Pre-Tax
income is less than $2.500,000, less dividends paid,
the exercise price of the Warrants will be $3.00 per share.


 


3.               If the net pre-tax
income is less than $2,000,000, less dividends paid, the exercise price of the
Warrants will be $2.50 per share multiplied by a fraction where the Numerator
is the Company’s reported Net Pre-Tax income and the Denominator of which is
$2,000,000.


 


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