Exhibit 10.47


 


CROSS-COLLATERAL AGREEMENT


 


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”).


 


Recitals


 


A.                                   WFBCI
and each of the Affiliates are parties to respective Account Purchase
Agreements all dated December 1, 2003 (individually, the “Account Purchase
Agreement” and, together, the “Account Purchase Agreements.”).


 


B.                                     Pursuant
to the Account Purchase Agreements, WFBCI has a security interest in the assets
of each of the Affiliates.


 


C.                                     The
Affiliates are related to each other through the common ownership of each
Affiliate by Diversified Corporate Resources Group, Inc.


 


F.                                      Each
of the Affiliates desires to sell accounts receivables to WFBCI pursuant to the
Account Purchase Agreements.


 


G.                                     Before
doing further business with any of the Affiliates, WFBCI requires that the
Affiliates agree that the collateral given to secure each Affiliate’s
obligations to WFBCI also act as collateral for the obligations of the other
Affiliates and that a default under one Affiliate’s Account Purchase Agreement
be deemed to be a default under an of the Affiliate Account Purchase Agreement.


 


Agreement


 


In consideration of the
foregoing, and other good and valuable consideration the sufficiency and receipt
of which is hereby acknowledged, the parties agree as follows:


 


1.                                       Each
Affiliate agrees that the security interest granted in its respective Account
Purchase Agreement shall secure the repayment of all obligations due to WFBCI
under all of the Account Purchase Agreements.


 


2.                                       Each
Affiliate agrees that in the event of default under any of the Account Purchase
Agreement shall be a default under all of the Account Purchase Agreement and in
such event WFBCI shall have the right to proceed against the collateral granted
under any or all of the Account Purchase Agreements in its discretion.


 





















 


3.                                       Each
affiliate acknowledges and agrees that providing for these
cross-collateralization and cross-default provisions inures to the individual
benefit of each Affiliate.


 


4.                                       The
Affiliates agree to provide WFBCI such further documentation as it might
request in order to perfect its rights hereunder.


 


5.                                       Except
as specifically provided herein, each Account Purchase Agreement shall control
the relationship between WFBCI and each Affiliate and the terms hereof shall be
incorporated therein by -reference.


 


6.                                       This
agreement shall remain in effect as long as there remain any obligations due or
potentially due to WFBCI under any of the Account Purchase Agreements.


 


In witness whereof, this
agreement is entered into as of the date first set forth above.


 


Wells Fargo Business
Credit, Inc.


 


	
  By:

  	
  /S/ Kim Lehigh

  	
   

  
	
  Title: VICE
  PRESIDENT

  
	
   

  
	
  Information
  Systems Consulting Corp.

  
	
   

  
	
  By:

  	
  J. Michael Moore

  	
   

  
	
  Title:

  
	
   

  
	
  Management
  Alliance Corporation

  
	
   

  
	
  By:

  	
  J. Michael Moore

  	
   

  
	
  Title:

  
	
   

  
	
  Texcel Services,
  Inc.

  
	
   

  
	
  By:

  	
  J. Michael Moore

  	
   

  
	
  Title:

  
	
   

  
	
  Datatek Group
  Corporation

  
	
   

  
	
  By:

  	
  J. Michael Moore

  	
   

  
	
  Title: