Cross-collateral Agreement

CROSS-COLLATERAL AGREEMENT





This agreement is entered into this 1 st 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. ("91Texcel") 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, WF ...