Exhibit 10.44


 


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 Mercury Orbit Fund, Ltd., A
Texas limited partnership (“Assignee”), the right, title and interest to
purchase 22,500shares of the Preferred Stock, for the aggregate consideration
of USD $225,000, provided, however, that the Assignee exercises his full
subscription rights hereunder not later than 5:00 p.m. CST on February 9,
1004.


 


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)
The Assignee is an experienced investor in unregistered and restricted
securities of companies. The Assignee understands that this investment involves
substantial risks.


 


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


 


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


 


(d)
The Assignee has received and reviewed a copy of the Disclosure Documents.  The Assignee has had an opportunity to ask
questions and receive answers from the Company and its officers and employees
regarding the terms and conditions of the purchase of the Preferred Stock and
regarding the business, financial affairs and other aspects of the Company.


 


(e)
The Preferred Stock constitutes “restricted securities” under the federal
securities laws in that such securities will be
acquired from the Company in a transaction not involving a public
offering.  Under such laws and applicable
regulations such securities may be resold without registration under the
Securities Act only in certain limited circumstances and that otherwise such
securities must be held indefinitely.  In
this


 


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connection,
the Assignee 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 Company is under no obligation to register the Preferred Stock (or the
Common Stock issuable upon conversion) on behalf of Assignee or to assist the
Assignee in complying with any exemption from registration.


 


(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.


 


IN
WITNESS WHEREOF, the parties hereto have set their hands and seals as of the 6th
day of February, 2004.


 


 


	
   

  	
  Microcap
  Strategies, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ Robert A.
  Shuey, III

  	
   

  
	
   

  	
   

  	
  Robert
  A. Shuey, III

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “Assignees”

  
	
   

  	
   

  	
   

  
	
   

  	
  Mercury Orbit
  Fund, Ltd.

  
	
   

  	
  By: B4 Mercury
  Fund, LLC

  
	
   

  	
  Its General
  Partner

  
	
   

  	
  By:

  	
  /S/ Scott W.
  Pollock

  	
   

  
	
   

  	
  Scott W.
  Pollock, Manager 2-6-04

  
	
   

  	
  Name

  	
  Title

  	
  Date

  
							



 


Agreed
and Consented to:


 


Diversified
Corporate Resources, Inc.


 


 


	
  By:

  	
  /S/ W. Brown
  Glenn, Jr., President  2-6-04

  	
   

  
	
  Name

  	
  Title

  	
  Date

  	
   

  
					



 


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