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Sectors: Services
Governing Law: Michigan, View Michigan State Laws
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Exhibit 10.2


VALIDITY GUARANTY


Dated as of December ___, 2002


GREENFIELD COMMERCIAL CREDIT, L.L.C. ("Greenfield")


THIS VALIDITY GUARANTY ("Guaranty"), effective as of the above date, sets forth the terms and conditions upon which the undersigned (whether one or more in number, referred to herein as "we," "us" or "our" and whom, if two or more in number, shall be jointly and severally bound) agrees to guaranty certain agreements entered into by you:


1. Underlying Facts.


(a) You have agreed to enter into a certain Loan and Security Agreement of even date herewith (the "Agreement") with DIVERSIFIED CORPORATE RESOURCES, INC., a Texas corporation ("Borrower") and its subsidiaries (each a "Credit Party" and, collectively, the "Credit Parties"), pursuant to which you will make loans against and be granted a security interest in various accounts receivable of the Credit Parties ("Financed Accounts Receivable").


(b) Borrower has executed and delivered to you the Agreement and other documents executed in connection therewith (the "Loan Documents").


(c) You require as a condition of entering into the Agreement that we execute and deliver this Guaranty.


2. Amount of Guaranty. In order to induce you to enter into the Agreement with the Credit Parties, we absolutely and unconditionally guarantee to you the due and prompt payment and performance of any and all indebtedness, liabilities and obligations of any Credit Party to you which arise out of, and to the extent of: (a) the failure of any Credit Party to remit funds it receives on any Financed Accounts Receivable during the period of time prior to ten (10) days from the date that you receive written notice from the Borrower that J. Michael Moore ("Moore") is no longer an officer of the Borrower, and/or (b) any loss on any Financed Accounts Receivable that is incurred due to the fraud or misrepresentation of any Credit Party or any officers, directors, agents, employees or representatives of any Credit Party (collectively, the "Obligations"). In addition, we shall pay you all costs incurred, including reasonable attorneys' fees, in enforcing payment and performance of this Guaranty.


3. Your Authority. You may from time to time without notice to us and/or without our consent and upon such terms and conditions as you may deem advisable without affecting this Guaranty:


(a) release any Credit Party, any maker, guarantor, surety or other person liable for payment of all or any part of the Obligations;


(b) make any agreement extending or otherwise altering the time for or the terms of payment of all or any part of the Obligations;


(c) modify, waive, forbear, compromise, release, subordinate, resort to, exercise or refrain from exercising any right you may have hereunder, or under any of the Loan Documents;


(d) accept or decline additional security or guarantees of any kind;


(e) endorse, transfer or assign the Note or any other security to any other party;


(f) accept partial payment or payments on account of the Obligations;


(g) make loans or give or extend further or additional credit to or for the benefit of any Credit Party;


(h) release, settle or compromise any of your claims against any Credit Party or any other person, firm, corporation, guarantor, or account debtor whose obligation is held by you as collateral security for the Obligations;


(i) release or substitute collateral, guaranties or guarantors; and/or


(j) amend the Agreement whether or not such amendment increases the likelihood of our liability under this Guaranty.


4. Our Waivers. We unconditionally and absolutely waive:


(a) any obligation you may have to protect, secure or insure any of the collateral given to secure the payment of the Obligations or to ensure any Credit Party's compliance with any such obligation imposed on any Credit Party under the Loan Documents;


(b) any right to participate in any of the collateral given as security for the payment under the terms of the Agreement;


(c) notice of your acceptance of this Guaranty;


(d) any right to notice of presentment, notice of demand for payment, notice of non-performance, protest, notice of protest and notice of dishonor, notice of non-payment and notice of partial payment;


(e) any right to notice of any default under any of the Loan Documents or in the performance of any of the covenants and agreements contained therein or in any instrument given as security for the transactions contemplated in the Agreement;


(f) any defense, offset or claim any Credit Party may have against you;


(g) any limitation or exculpation of liability on the part of any Credit Party whether contained in the Loan Documents or otherwise;


(h) the right to notice and the right to consent or object to the transfer or sale by any Credit Party of any collateral or any diminution in value of any collateral or any release of any collateral;


(i) any defense, offset or claim of lack of commercial reasonableness in the method, manner, time, place and terms of the disposition of collateral given as security for the Obligations;


(j) any failure, neglect or omission on your part to realize upon or protect the Obligations or any collateral given as security therefor;


(k) any right to insist that you prosecute collection of the Obligations or resort to any collateral given as security for the Obligations or to proceed against any Credit Party or against any other guarantor or surety prior to enforcing this Guaranty; provided, however, in your sole discretion you may,


2


either in a separate action or in an action pursuant to this Guaranty, pursue your remedies against any Credit Party or any other guarantor or surety, without affecting your rights under this Guaranty;


(l) any right to participate in or direct such action or proceeding in (k) above;


(m) any right to notice of advances made to any Credit Party under the Loan Documents;


(n) any right relating to notice or any order, method or manner of application of any payments on the Obligations; and/or


(o) any right to insist that you disburse the
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