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================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           ---------------------------
                                    FORM 10-K

(Mark One)

     |X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
                                       OR

     |_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934

                FOR THE TRANSITION PERIOD FROM          TO

                         COMMISSION FILE NUMBER 0-13984

                       ----------------------------------
                      DIVERSIFIED CORPORATE RESOURCES, INC.
             (Exact name of registrant as specified in its charter)

              TEXAS                                         75-1565578
   (State or other jurisdiction of                         (IRS Employer
   incorporation or organization)                        Identification No.)


                    10670 NORTH CENTRAL EXPRESSWAY, SUITE 600
                               DALLAS, TEXAS 75231
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (972) 458-8500
           Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<S>                                                     <C>
        Title of each class:                      Name of each exchange on which registered:
Common stock, $.10 par value per share                    American Stock Exchange, Inc.
</TABLE>

           Securities registered pursuant to section 12(g) of the Act:
                                       N/A

     Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [_] No [X]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in a definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [_]

     The aggregate market value of the voting stock held by non-affiliates of
the registrant as of April 12, 2002, was approximately $1,258,000, based on the
closing sales price of the registrant's common stock on the American Stock
Exchange on such date. For purposes of this computation, all executive officers,
directors and ten (10%) beneficial owners of the registrant are deemed to be
affiliates. Such determination should not be deemed an admission that such
executive officers, directors and ten (10%) beneficial owners are affiliates. As
of April 12, 2002, 2,811,865 shares of the registrant's common stock were
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     The registrants' definitive Proxy Statement pertaining to the 2002 Annual
Meeting of Shareholders (the "Proxy Statement") and filed or to be filed not
later than 120 days after the end of the fiscal year pursuant to Regulation 14A
is incorporated herein by reference into Part III of this report.

================================================================================

                                       1

<PAGE>

                                     PART I

ITEM 1.  BUSINESS

Company Overview

         Diversified Corporate Resources, Inc. (the "Company," "our," "we," or
"us,") is an employment services firm focused on providing recruited staffing
solutions for clients requiring personnel with skills in engineering/technical,
information technology, and other professional disciplines. We deliver these
services by providing clients with solutions in permanent/ specialty placement
and/or contract placement.

         Largely due to the deterioration of economic conditions throughout
2001, we pursued the implementation of several business initiatives designed to
improve our business operations and sharpen our focus in our market and service
delivery strategies. This has resulted, we believe, in a more efficient
organization that focuses our recruiting efforts in these core skill
disciplines. We believe these skills are most closely correlated to overall
business spending, including capital expenditures and will be in the forefront
of demand as the economy continues on its anticipated 2002 recovery.

         The majority of our Company's revenue is generated from staffing
services provided to the following industries; Telecommunications (primarily
regional Bell operating companies, independent telephone companies, local
exchange carriers, competitive local exchange carriers and wireless
communications), High Technology, Manufacturing, State Governmental Agencies,
Financial Services and Health Care. Of those listed above Telecommunications
represents the largest, accounting for approximately 45% of all 2001 revenue
earned. In late 2001, we began PharmaSearch to capitalize on the continuing
growing trend in demand from Pharmaceutical and Bio Sciences industries. Our
business strategy is to provide recruiting solutions in engineering/technical,
information technology, and other professional disciplines to clients throughout
North America. We provide these solutions through two distinct business units:
our Direct Placement / Specialty business and our Contract Group business. As of
March , 2002, our Company had offices located in the following locations:

        Arizona                           Phoenix
        Colorado                          Denver
        Georgia                           Atlanta
        Idaho                             Meridian
        Illinois                          Chicago
        Maine                             Portland
        Missouri                          Kansas City
        North Carolina                    Raleigh
        Pennsylvania                      Philadelphia
        Texas                             Dallas/Fort Worth, Houston and Austin

         During 2001 we also announced the engagement of Roth Capital Partners,
LLC, as our financial advisor to assist us in evaluating our strategic options
and provide us with ongoing assistance in pursuing those options. As of March
31, 2002, the engagement is ongoing.

Industry Overview

         Unemployment increased to 5.8% in December 2001 according to the United
States Department of Labor's Bureau of Labor Statistics. The December labor
report indicated that personnel supply services (SIC 736) posted its worst year
over year job loss of 15.4% in December, 2001. However, by February 2002,
unemployment declined to 5.5%, an encouraging trend. In addition, the rate of
year-over-year job loss in the personnel supply services sector declined to 13%
in February, while the GDP for the fourth quarter 2001 increased at an annual
rate of 1.4%, as compared to decreasing in the third quarter at an annual rate
of 1.3%. In addition, through February 2002, the Index of Leading Economic
Indicators ("LEI") was up 2.4 percent from its value six months ago in August
2001. The Conference Board indicated in its March 21, 2002 report that should
this trend continue, it believes that the trough of the recession would most
likely be November 2001. These recent trends have led some industry observers to
project that the overall employment marketplace will begin to show improvement
by the second half of 2002 behind an improving economy.

Business Strategy

         Our overall business mission is to become a nationally recognized
leader in recruited staffing solutions, including permanent/specialty placement
and contract placement for high-end niche employment markets. We are committed
to a long-term strategy of building and expanding our core recruiting expertise
in the disciplines of engineering/technical, information technology and other
professional skill sets. Historically we have pursued this strategy through
several key elements including increasing management expertise and market share
through acquisitions, providing e-commerce solutions for clients, focus on
highly skilled labor markets and time proven recruiting methods. Further details
of these key elements are:

                                       2

<PAGE>

Increase management expertise and market share through acquisition

         Our Company has increased its national presence through the
implementation of an acquisition oriented growth strategy, which we used to
expand each of our service offerings. These acquisitions provided us with
additional management depth and market share in our core skill disciplines.
Additionally, these acquisitions provided us with increased exposure to
industries such as telecommunications and healthcare. Completed acquisitions in
1998 through 2000 are as follows:

         .    Fiscal 2000-Acquired Datatek Corporation located in Phoenix,
              Arizona

         .    Fiscal 1999-Acquired Mountain, Ltd., located in Portland, Maine

         .    Fiscal 1998-Acquired Texcel, Inc. and Texcel Technical Services,
              Inc. located in Philadelphia, Pennsylvania


         Datatek Group Corporation ("Datatek") is primarily a contract placement
firm providing information technology recruited staffing solutions to the
financial services industry and to the health insurance industry with expertise
in both the private and public sectors of the health insurance industry to
clients located throughout the United States. Since 1992, the focus of Datatek
or its predecessor has been on providing a wide variety of services including
technical personnel support, consulting services and project management to its
customer base.

         Mountain, Ltd. ("Mountain") is primarily a contract placement firm
providing recruited staffing solutions to companies in the telecommunications
industry located throughout the United States Since 1979, Mountain built an
outstanding reputation as a contract services firm for the established Regional
Bell Operating Companies (RBOC's), Independent Telco's, or Local Exchange
Carriers (LEC's), and Competitive Local Exchange Carriers (CLEC's) . Mountain
also specializes in outside plant and network designs projects, along with most
of the associated technical and support disciplines. Mountain historically
assumes telephone company ("Telco") project management assignments, as well as
Telco project staffing and interim support staffing responsibilities. Most
recently, Mountain has began to focus on the growing need for personnel to
address security issues within a company's technology infrastructure as well as
integrating existing Company operations focused on providing staffing solutions
to wireless clients.

         Texcel Services, Inc. ("Texcel") is engaged in both permanent and
temporary placements of technical and professional specialists, primarily in
information technology and engineering/technical disciplines. Texcel has been in
business since 1985. Its market area is concentrated in Southeastern
Pennsylvania, New Jersey and Delaware. Most recently, Texcel has formed a unit,
PharmaSearch, focused on providing recruited solutions to the rapidly growing
pharmaceutical and bio sciences industries.

Provide an "e-commerce" Internet solution for our clients

         We are continuing to aggressively update our "e-commerce" Internet
based recruiting systems to provide our recruiters, and ultimately our
customers, with the most time and cost efficient means of matching staffing
needs with the proper resources. Through the use of our current front office
systems and our national internal database, we continue to amass a significant
resource database of current resumes. In addition, we are continuing to update
our front office software to provide our professional staff of recruiters with
faster and more accurate access to their resource database.

Focus on highly skilled labor markets

         We serve our clients by delivering services across various disciplines,
such as: engineering/technical, information technology and other professional
skills, which generally provide higher margins. We plan to continue to build on
our existing strengths by focusing management's time and resources on higher
margin services in industries where the demand for our Company's services has
been historically strong.

Recruit and retain highly qualified marketable professionals

         Our Company recruits qualified applicants primarily through referrals
from other applicants, newspaper and Internet advertising, our extensive
applicant databases, job fairs, and various other media advertisements. In order
to attract permanent, temporary and contract assignment candidates, our Company
places emphasis upon its ability to provide attractive placement opportunities,
competitive compensation, quality and varied assignments, and scheduling
flexibility. The recruiting of skilled engineering/technical, information
technology and other professional skills is a central challenge for participants
in the industry. Management believes that we have positioned ourselves to
address this challenge in the future with an approach, which includes:

         .     Aggressive direct marketing to targeted groups, including
               professional organizations and industry trade groups;

         .     Building/enhancing our internal database system, enhancing our
               ability to track and manage its applicant database;

                                       3

<PAGE>

         .     Increased utilization of the World Wide Web, including
               advertising and web page development, to attract applicants, and
               scanning of existing web based resume job services; and,

         .     Offering competitive wage and benefit packages.

         Our professional personnel qualifying procedures include interviewing,
testing and reference checking. These procedures also enable us to categorize
our professional personnel by preference for job location, hours and work
environment. In order to attract high quality professional employees, we grant
paid vacations, holidays and other benefits for contract and specialty/temporary
employees who work a specified minimum number of hours.

Current Business Activities

         As previously noted, our Company provides recruited staffing solutions
in specific professional and technical skill sets to major industry groups.
During 2001 we experienced a decline in the demand for our recruited staffing
solutions. This along with the uncertainties associated with the overall macro
economic environment caused us to launch a review of our operating structure and
market strategies. As we announced in November 2001 we continued to implement
initiatives (begun in August 2001 with a Senior Management reorganization)
related to a review of our business process, development and communication of
operating metrics designed to provide enhanced business decision making and the
creation of a more efficient responsibility based organization. The continued
implementation of these initiatives has, we believe, resulted in an enhanced
command and control structure leading to a more efficient delivery of recruited
solutions to our clients. We also began initiatives related to our market and
business strategies that included a sharp definition of our core competencies as
well as our corporate mission and brand identity.

         The delivery of these services is organized by the functional
activities of direct and specialty placement and contract placement of
engineering/technical, information technology and other professional personnel.
The business methods by which we provide these services generally characterize
our classification of activities as the direct/specialty placement or contract
placement of professional, IT and engineering/technical personnel.

         Our direct/specialty placement methods approximate the traditional
contingency search methods whereby an individual recruiter obtains the client
job order, recruits suitable applicants and facilitates the completion of the
placement activities. These same recruiters will provide contract, temporary and
temp to perm services when requested by clients. We name these services provided
by these recruiters Specialty Services due to the high value added nature of the
relationship between the recruiter and the client. As of March 31, 2002, these
Direct Placement/ Specialty Services are provided through locations in eight
cities.

         The contract placement of engineering/technical and information
technology personnel is generally a more project specific business, is based on
larger volumes of recruited personnel and lasts for time periods generally
ranging from four weeks to a year or more. These services are provided clients
through a national recruiting hub model whereby most recruiting activities are
provided for in a location based on both skill set and industry specialties.
Marketing and sales activities are conducted on a national scale by dedicated
personnel who turn service and recruiting responsibilities over to those
specialists best suited to satisfy client demands. As of March 30, 2002 these
contract services are provided through two main hubs located in Phoenix, AZ and
Portland, ME. Satellite activities occur in Kansas City MO and Atlanta, GA.

Direct/Specialty Placement Staffing Services

         Our Company, through its Management Alliance Corporation ("Magic") and
Texcel business units, usually enters into written contracts with clients,
specifying the fee arrangements prior to undertaking any permanent placement
services on behalf of such clients. Fees range from 15% to 35% of the first
year's annual salary of the newly placed employee. In addition, we generally
offer our clients a 30-day guarantee of supporting our direct placement process
during which the Company agrees to replace, without additional charge to the
client, any newly placed employee who leaves such job. If we are unable to
replace the employee, we will generally refund the client's fee, or a prorated
portion thereof, depending upon the circumstances.

         Specialty/temporary services are provided in virtually all of our core
recruiting service disciplines. Generally, these are engagements of a shorter
nature and in a lesser number of personnel at each client than those for
contract placement. The services have grown out of demand, primarily from our
permanent placement clients, for temporary employment needs, without incurring
the associated costs of hiring, training, and providing employee benefits. In
addition, temporary-to-permanent placement offers clients the opportunity to
make more informed selections before committing to a permanent hire. Temporary
staffing services opportunities may arise as a direct result of temporary
increases in work volume, special projects, attrition, permanent hire
pre-screening, and leaves of absence, among others.

         Specialty/temporary service orders are typically generated as a result
of a referral from our existing permanent placement clients, in addition to our
marketing efforts. The client outlines the particular staffing need and we,
utilizing this information, select an appropriate individual from our database
of available temporary personnel. Clients request specialty/temporary personnel
for periods generally

                                       4

<PAGE>

ranging to several months. Generally, clients are charged an hourly rate for
temporary personnel based upon a time card that has been authorized by client
supervisory personnel. Substantially all specialty/temporary personnel assigned
by our Company are Company employees and we pay all employment costs, including
hourly wages, unemployment taxes, social security taxes and fringe benefits.

Contract Staffing Services

         Our Company's contract staffing services are also within the
information technology, engineering/technical disciplines and other professional
disciplines. Typically, through its Datatek, Mountain and Information Systems
Consulting Corporation ("ISCC") business units, our Company executes a contract
prior to commencing business with a client. These contracts do not specify the
actual volume of anticipated business nor do they guarantee any level of demand.
Instead they provide the terms, pricing (usually time and materials) and other
performance conditions we must adhere to when we do provide recruited solutions
to clients staffing demands. Generally we offer a limited guarantee based on an
individuals job performance over a short period of time. Unsatisfactory job
performance can result in an assignment termination.

         Contract staffing job orders are typically obtained by dedicated
account sales personnel who market according to industry lines. Using industry
knowledge and techniques such as displays at industry trade shows, these
individuals demonstrate that our Company has specialized knowledge of the
workforce requirements necessary to provide clients with the appropriate
recruited solutions.

         The contract personnel we recruit and subsequently place generally are
classified as employees and we pay all employment costs, including hourly wages,
unemployment taxes, social security taxes and fringe benefits. The exception
occurs when certain information technology professional personnel meet
applicable compliance requirements and are classified as independent
contractors.

         Because of our specialized knowledge of specific industries, our
Company provides individualized attention to each of our clients and develops
and designs tailored service programs based on our clients' unique needs. To
increase our contract placement services, we actively seek "approved vendor"
status with prospective clients. This process generally involves a rigorous
review of our fitness to meet the staffing demands of prospective clients.

Discontinued Operations

         In fiscal 1998, our Company initiated a strategy whereby it began to
expand and improve the training of our applicant pool. This strategy was focused
on the development of our wholly owned subsidiary Train International, Inc.
("Train"). Through Train, the Company offered a wide range of programs to
applicants, clients and independent interested third parties on a fee basis. At
December 31, 1999, we approved a plan to sell Train. Effective February 1, 2001,
we sold the Train operations to a company owned by the former manager of Train.
The sales price was in the form of a royalty of four and one-half percent of all
training services performed by such company for three years following the
closing of the sale. Our Company intends to continue to utilize the services of
Train on an as needed basis.

         Also in December 1999, our Company sold all of the assets of the Geier
Assessment and Performance Systems, Inc. ("GAPS") to the former owners and
managers of the GAPS operations. The sales price was in the form of a $0.2
million promissory note, payable over a ten-year time period, and a royalty of
four percent from the sale of our Company's proprietary GAPS software during the
life expectancy of such product.

         As a result of the above, the results of operations for fiscal years
2000 and 1999 for Train and 1999 for GAPS have been reflected as "Discontinued
Operations."

Customers

         We provide personnel and human resources solutions to several Fortune
500 companies and many of the nation's larger companies.

Marketing and Brand Identity

         Our Company's marketing efforts are largely implemented at the local
office level and are focused on higher margin employment markets. Historically,
our staffing services marketing efforts have relied primarily on telephone
solicitation, referrals from other Company offices and, to a lesser extent, on
yellow pages and newspaper advertising, and direct mail. However, client visits
have begun to play a more important role in our staffing services marketing
efforts.

         We have continued to consider the most effective way to capitalize on
the strong local brands in our existing businesses (Magic and ISCC) as well as
our recently acquired businesses (Datatek, Mountain and Texcel). The
reorganization and business initiatives noted have provided a beginning to the
creation of an overall brand identity. We continue to take this issue under
consideration while at the same time creating the organizational environment in
which historically distinct brand names may be brought together.

                                       5

<PAGE>


Competition

     It is our belief that the availability of qualified candidates, the quality
of service, the scope of geographic service and the price of service are the
principal elements of competition. Availability of qualified applicants is an
especially important facet of competition. Because many candidates pursue other
employment opportunities on a regular basis, it is important that our Company
respond to market conditions affecting applicants. Although we believe that we
compete favorably with respect to these factors, it is likely that competition
will increase, and there can be no assurance that we will remain competitive.

     The employment services industry is very competitive and fragmented. There
are limited barriers to entry and new competitors frequently enter the market. A
number of our competitors possess substantially greater resources than our
Company. Additionally, we face substantial competition for potential clients and
for technical and professional personnel from providers of outsourcing services,
systems integration, computer systems consultants, other providers of staffing
services, temporary personnel agencies and search firms, ranging from large
national companies to local employment staffing entities. Large national
companies that offer employment staffing services include the appropriate
technical services, information technology and permanent placement business
units of Adecco SA, CDI Corp, MPS, Inc. and Manpower, Inc. as well as several
other privately held firms. Other companies we compete with include Butler
International, Inc., General Employment Enterprises, Inc., RCM Technologies,
Inc., Professional Staff, PLC, Comforce Corp., Hall Kinion & Associates, Inc.,
National Technical Systems, Inc., and National TechTeam, Inc. Local employment
staffing entities are typically operator-owned, and each market generally has
one or more significant competitor(s). In addition, we compete with national
clerical and light industrial staffing firms, such as Spherion Corporation, that
also offer contract staffing services. National and regional consulting firms
also offer certain employment staffing services. Finally, we face the risk that
certain of our current and prospective clients will decide to provide similar
services internally. There can be no assurance that we will be able to continue
to compete effectively with existing or potential competitors.

     The accelerating development of the Internet is viewed by some to be a
threat to the temporary staffing and executive search industry. We believe that
while there are significant advantages to Internet recruiting, and that we must
increase our use of the Internet to remain competitive, we do not expect that
Internet recruiting will completely replace the traditional "brick and mortar"
aspects of recruiting. In fact, we believe that one of the keys to our future
success will be our ability to combine our recruiting experience with the
benefits of high-traffic Internet sites. Accordingly, we are continuing to
develop and implement our e-commerce strategy and we expect to initiate a
program to further utilize the Internet in our recruiting and client servicing
activities. However, there can be no assurances that we will be able to
successfully enhance our Internet strategy.

Regulation

     Most states require permanent placement firms to be licensed in order to
conduct business. Such licenses may be revoked upon material noncompliance with
state regulations. Any such revocations would have a materially adverse effect
on our business. We believe that we are in substantial compliance with all such
regulations and possess all licenses necessary to engage in the placement of
permanent personnel in the jurisdictions in which we do business. Various
government agencies have advocated proposals from time to time to license or
regulate the placement of temporary personnel. We do not believe that such
proposals, if enacted, would have a material adverse effect on our business.

Employees

     In addition to the non-permanent and contract personnel from time to time
employed by our Company for placement with clients, we had 302 full-time
employees as of December 31, 2001. Of these employees, 230 were personnel
consultants and office managers paid on a commission basis and 72 were
administrative and executive salaried employees. We consider our relations with
our employees to be good.

ITEM 2.  PROPERTIES

     Our Company and its wholly owned subsidiaries currently lease approximately
34,000 square feet in Dallas, Texas; the term of this lease is ten years. We
also lease approximately 21,000 square feet in Houston, Texas; 3,200 square feet
in Austin, Texas; 3,600 square feet in Kansas City, Missouri; 6,400 square feet
in Atlanta, Georgia; 5,200 square feet in Chicago, Illinois; 11,575 square feet
in Philadelphia, Pennsylvania; 6,500 square feet in Denver Colorado; 6,300
square feet in Raleigh, North Carolina; 3,500 square feet in Yarmouth, Maine;
and 3,400 square feet in Phoenix, Arizona. Such leases generally range from
three to five years. The current cost of all of our office leases is
approximately $2.5 million per annum.

     We believe that all of our present facilities are adequate for our current
needs and that additional space is available for future expansion upon
acceptable terms.

                                       6

<PAGE>


ITEM 3.  LEGAL PROCEEDINGS

     In 1996, a lawsuit was filed by Ditto Properties Company ("DPC") against
DCRI L.P. No. 2 ("L.P. No. 2"), which is controlled by Mr. J. Michael Moore
("Mr. Moore"), our Chairman and Chief Executive Officer. Mr. Moore and the
Company were also initially named as garnishees in the lawsuit (the "Ditto
Litigation") with respect to 899,200 shares (the " LP Shares") of common stock
(the "Common Stock") of the Company which were the subject matter of a series of
transactions in 1993 (collectively referred to herein as the "1993
Transactions") which ultimately resulted in the LP Shares being conveyed by DPC
to L.P. No. 2. Subsequent to the initial filing of the litigation by DPC, Mr.
Moore was added as a defendant in such proceedings, and F. Scott Otey ("Otey")
and Jeffery Loadman ("Loadman") intervened as parties to the litigation involved
(herein referred to as the "Ditto Litigation").

     On April 12, 2001, DPC and Donald R. Ditto Sr. ("Ditto") filed an amended
petition in the Ditto Litigation and specifically named the Company as a
defendant in such lawsuit. The venue for the Ditto Litigation is the District
Court of Dallas County, Texas, 298th Judicial District (the "Court").

     In the Ditto Litigation, DPC, Ditto, Otey and Loadman are seeking, among
other things, each of the following: (a) a rescission of the 1993 Transactions
thereby entitling DPC to title, ownership and possession of the LP Shares, (b)
the imposition of a constructive trust upon the LP Shares for the benefit of
DPC, (c) a declaratory judgement declaring, among other things, (i) that DPC is
entitled to title, ownership and possession in and to the LP Shares and to 250
shares of common stock of L.P. No. 2 (the "Collateral Shares"), and (ii) that
any transfers of the LP Shares by L.P. No. 2 was improper and void ab initio,
(d) a judicial foreclosure order transferring ownership of the LP Shares and the
Collateral Shares to DPC, (e) garnishment of the LP Shares and the Collateral
Shares, (f) a temporary restraining order and permanent injunction related to
the LP Shares and the Collateral Shares, (g) an accounting with respect to the
LP Shares, and (h) damages as below summarized based upon numerous claims
including breach of contract, tortious interference with contractual relations,
breach of fiduciary duty, statutory fraud, common law fraud and fraud in the
inducement. In connection with these claims, DPC, Ditto, Otey and Loadman
contend, among other things, that (i) the Company, Mr. Moore, L.P. No. 2,
U.S.F.G./DHRG L.P. No. 1, a partnership that previously owned the LP Shares and
that is a party to the Ditto Litigation (the "Partnership"), and others
committed acts constituting fraud upon DPC, Ditto, Otey and Loadman, in
connection with the LP Shares, the 1993 Transactions, and in other respects, and
(ii) DPC, Ditto, Otey and Loadman are entitled to recover from the Company, Mr.
Moore, L.P. No. 2, and the Partnership, jointly and severally, compensatory
damages in the amount of at least $6.5 million punitive and exemplary damages
totaling at least $26.1 million, interest on the amount of damages incurred,
legal fees and attorney fees. At this time, the trial date for the Ditto
Litigation is now scheduled for August 19, 2002.

     In connection with the Ditto Litigation, the following actions have
occurred: (a) on October 24, 1996, certain of the parties to the Ditto
Litigation entered into an Agreed Temporary Order pursuant to which L.P. No. 2
agreed to deliver to a Special Master, to be designated pursuant to the Agreed
Temporary Order, the LP Shares or $1.5 million in cash (the "Cash Escrow
Amount"), (b) in October, 1996, the Company, L.P. No. 2 and Mr. Moore filed a
lawsuit against DPC and Ditto seeking damages and reimbursement of expenses
alleging, among other things, that DPC and Ditto interfered with Company
transactions and proposed financing resulting in lost opportunities, lost
profits and significant damages, (c) Ditto has previously filed a third lawsuit
against Mr. Moore and one of the entities controlled by Mr. Moore in connection
with certain oil and gas activities, unrelated to the Company's business,
involving the parties to the litigation, (d) ultimately all of the foregoing
lawsuits were combined into one proceeding in the Court, (e) on June 25, 1997,
the Court granted a summary judgment to L.P. No. 2 with respect to the claim
that DPC is entitled to a rescission of the 1993 Transactions, (f) in July, 1997
L.P. No. 2 delivered to the Special Master the Cash Escrow Amount, (g)
subsequent to June, 1997, certain of the LP Shares have been sold by or for the
benefit of L.P. No. 2 (h) all of the LP Shares owned by L.P. No. 2 have been
pledged to secure indebtedness obligations of L.P. No. 2, including indebtedness
owed to the Company, and (i) pursuant to agreements involving L.P. No. 2 and
DPC, the Cash Escrow Amount has been reduced from the original amount of $1.5
million to approximately $0.6 million.

     In the past, the Company has incurred legal fees on its own behalf and has
funded certain of the legal fees and expenses of Mr. Moore and related parties
in connection with the Ditto Litigation. As the result of the Company being
named as a defendant in such case, in 2001 the Company determined that it should
have separate counsel from Mr. Moore and L.P. No. 2. In 2001, the Board of
Directors of the Company (a) approved the payment to Mr. Moore of up to $0.25
million to fund legal fees and expenses anticipated to be incurred by Mr. Moore
and related parties in the Ditto Litigation, (b) authorized the Company to enter
into an Indemnification Agreement with each of the officers and directors of the
Company pursuant to which these individuals will be indemnified in connection
with matters related to the Ditto Litigation; the form of these Indemnification
Agreements is filed as Exhibit 10.2 to our Form 10-Q for the first quarter ended
March 31, 2001 (such exhibit is hereby incorporated by reference), and (c)
approved an amendment to the Bylaws of the Company to require the Company to
indemnify its present and former officers and directors to the full extent
permitted by the laws of the state of Texas, in connection with any litigation
in which such persons became a party subsequent to March 29, 2001 and in which
such persons are involved in connection with performing their duties as an
officer or director of the Company. Through March 31, 2002, the Company has
expended approximately $0.2 million (in connection with the aforesaid $0.25
million to be paid to or for the benefit of Mr. Moore) on behalf of Mr. Moore in
the defense of the Ditto matter. Since engaging its own counsel in connection
with the Ditto Litigation, the Company has paid for the legal fees and expenses
of our counsel. No amount of loss reserves has been established with respect to
the Ditto Litigation because management of the Company

                                       7

<PAGE>

does not believe that the amount of any damage claims against the Company in
connection with the Ditto Litigation should adversely impact our financial
condition.

     We are also involved in certain other litigation and disputes not noted.
With respect to these matters, management believes the claims against us are
without merit and has concluded that the ultimate resolution of such will not
have a material effect on our consolidated financial position or results of
operations.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not Applicable.

                                     PART II

ITEM 5.  MARKET PRICE OF REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS

     Our Common Stock has been traded on the American Stock Exchange under the
symbol "HIR" since September 30, 1997. Prior to then it was traded in the
over-the-counter market and listed in pink sheets under the symbol "HIRE". The
following table sets forth the range of high and low sales prices for the Common
Stock as reported on the American Stock Exchange.

                                     2001                2000
                                     ----                ----
                                High       Low      High      Low

Quarter Ended:
   March 31                    $3.800    $2.813    $3.750    $2.250
   June 30                      3.550     1.480     3.313     2.625
   September 30                 1.790     1.400     5.500     2.750
   December 31                  1.490     0.800     4.500     2.625

     In November 2001, our Company entered into an agreement with Roth Capital
Partners, LLC, pursuant to which Roth Capital Partners, LLC, has committed to
provide certain investment banking services for the benefit of the Company. As
part of the consideration for these services, our Company has agreed to issue
warrants to purchase 76,000 shares of our Common Stock with an exercise price of
$1.03 per share and an expected expiration date of November 15, 2006. While the
Company has not yet executed a formal warrant document with respect to these
warrants, the issuance of these warrants, and the shares to be issued upon
exercise of these warrants, have not been registered under the Securities Act of
1933, as amended (the "Securities Act"). The agreement referred to above was a
privately negotiated transaction without solicitation or advertising with an
investment banker that is a "sophisticated investor" within the meaning of the
Securities Act and had access to all information concerning, our Company that it
needed to make an informed decision with respect to the agreement, including the
warrants to be granted thereunder, and the shares to be issued upon exercise of
these warrants. The warrants, and the shares to be issue upon exercise of such
warrants, will bear a legend with respect to the restrictions on transfer of the
warrants and the underlying shares of our Stock to be acquired on exercise of
the warrants.

     Effective as of October, 2001, our Company entered into agreements with the
former owners of Mountain and Texcel in connection with restructuring the
repayment terms of the debt obligations payable by the Company to such persons.
In connection with such agreements, the Company has tentatively agreed to issue
warrants to purchase, for $1.09 per share, an aggregate of 117,800 and 86,680
shares of our Common Stock to the former owners of Mountain and Texcel,
respectively. Neither the issuance of these warrants, nor the shares to be
issued upon exercise of these warrants, has been registered under the Securities
Act. The issuance was exempt from registration pursuant to Section 4(2) of the
Securities Act. The agreements referred to above were privately negotiated
transactions without solicitation or advertising with individuals who are
"sophisticated investors" within the meaning of the Securities Act and had
access to all the information concerning our Company that it needed to make an
informed decision with respect the agreements involved, the Company, the
issuance of these warrants, and the shares to be issued upon exercise of these
warrants. The documents to evidence these warrants and shares will bear a legend
with respect to the securities restrictions on transfer.

     In October, 2001, we committed to issue 24,444 shares of Common Stock to
certain employees of Texcel. None of these shares have been issued, but all of
such shares are to be issued as a discretionary stock award and not in lieu of
compensation or an earned or mandatory bonus payment and, therefore, such
issuance did not constitute a sale of securities under Section 5 of the
Securities Act.

     We had approximately 334 holders of record of Common Stock as of December
31, 2001. While we know that a number of beneficial owners of our Common Stock
hold shares in street name, no estimate has been made as to the number of
shareholders owning stock of the Company in street name.

                                       8

<PAGE>

     We have not paid any cash dividends on our Common Stock since our
inception. We expect that we will retain all available earnings generated by our
operations for the development and growth of our business and do not anticipate
paying any cash dividends in the foreseeable future. Any future determination as
to dividend policy will be made at the discretion of the Board of Directors of
the Company and will depend on a number of factors, including the future
earnings, capital requirements, financial condition and future prospects of our
Company, and such other factors as the Board of Directors may deem relevant.

                                       9

<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

     The following selected consolidated financial data should be read in
conjunction with the consolidated financial statements and Item 7-"Management's
Discussion and Analysis of Financial Conditions and Results of Operations."

     Selected Financial Operating Results for fiscal years ended December 31,
2001 through 1997:
<TABLE>
<CAPTION>


Years Ended December 31,                                                    2001        2000         1999        1998        1997
------------------------                                                    ----        ----         ----        ----        ----
                                                                             (In thousands, except earnings per share amounts)
<S>                                                                       <C>         <C>         <C>          <C>         <C>
Operating results:
   Net staffing service revenue                                      $  71,593    $ 81,005     $ 53,644    $ 41,566    $ 33,812
   Gross margin                                                         28,985      42,123       34,060      28,395      23,202
   Income (loss) from continuing operations before discontinued
      operations,  income taxes and extraordinary item                  (4,872)      2,983        2,222       3,224       2,480
     Income tax (benefit) expense                                         (894)      1,190          855       1,169        (123)
   Income (loss) from continuing operations                             (3,978)      1,793        1,368       2,055       2,603
   Loss from discontinued operations, net of income tax benefit              -        (81)       (1,305)       (477)          -
   Income (loss) before extraordinary item                              (3,978)      1,712           63       1,578       2,603
   Extraordinary item, net of income taxes
                                                                             -           -            -           -          57
                                                                     ---------    --------      -------    --------    --------
   Net income (loss)                                                 $  (3,978)   $  1,712      $    63    $  1,578    $  2,660
                                                                     =========    ========      =======    ========    ========

Earnings per common share:
   Income (loss) from continuing operations before discontinued operations and
      extraordinary item:
      Basic                                                          $   (1.41)   $   0.64      $  0.49    $   0.75    $   1.33
      Diluted                                                        $   (1.41)   $   0.64      $  0.49    $   0.72    $   1.25
   Loss from discontinued operations:
      Basic                                                                  -    $  (0.03)     $ (0.47)   $  (0.18)          -
      Diluted                                                                -    $  (0.03)     $ (0.47)   $  (0.17)          -
   Extraordinary item:
      Basic                                                                  -           -            -           -    $   0.03
      Diluted                                                                -           -            -           -    $   0.03
   Net income (loss):
      Basic                                                          $   (1.41)   $   0.61      $  0.02     $  0.57    $   1.36
      Diluted                                                        $   (1.41)   $   0.61      $  0.02     $  0.55    $   1.28
Weighted average common shares:
      Basic                                                              2,813       2,791        2,760       2,752       1,951
      Diluted                                                            2,813       2,796        2,778       2,858       2,071

Financial Position:
   Working capital (deficit)                                         $  (2,519)   $  8,410      $ 4,112    $  6,468    $  9,455
   Total assets                                                         23,213      31,811       22,548      18,442      15,162
   Short-term debt and current maturities                                6,488       1,449        2,714         709           2
   Long-term debt                                                          424       7,855        1,591       1,203          66
   Stockholders' equity                                                 10,981      14,829       12,928      12,617      11,553
</TABLE>

Notes to Selected Financial Operating Results Data:

1.   Fiscal 2001 results exclude $750 deferred tax benefit, which is available
     to offset future years tax expense.
2.   Fiscal 2000 results include the results of Datatek as of March 7, 2000; the
     date the Company completed the acquisition.
3.   Fiscal 1999 results include the results of Mountain Ltd. as of August 6,
     1999; the date the Company completed the acquisition.
4.   Fiscal 1998 results include the results of Texcel as of October 8, 1998;
     the date the Company completed the acquisition.
5.   Fiscal Year 1998 Results of Operations have been reclassified for results
     of operations for Train and GAPS, which have been reported as Discontinued
     Operations as of December 31, 1999.
6.   Income from continuing operations in fiscal years 1997 has been favorably
     impacted by the change in valuation allowance for deferred tax assets
     related primarily to a net operating loss carryforward.
7.   Fiscal 2000, 1999, 1998, 1997 results have been reclassified for Direct
     cost of contract placement and specialty services, to conform to the
     current year disclosure.

<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Service Revenue Summary:
<TABLE>
<CAPTION>

                                              Year ended December 31,        Increase (Decrease)
                                              -----------------------        -------------------
                                             2001      2000      1999   2001 Vs 2000 2000 Vs 1999
                                             ----      ----      ----   ------------ ------------
<S>                                         <C>       <C>        <C>    <C>           <C>
                                                           (Dollars in millions)

Permanent placements                         $18.2     $31.5     $26.8     $ (13.3)      $  4.7
Contract and Specialty placements             53.4      49.5      26.8         3.9         22.7
                                             -----     -----     -----     -------       ------

Total staffing service revenue               $71.6     $81.0     $53.6      $ (9.4)      $ 27.4
                                             =====     =====     =====      =======      ======
</TABLE>

2001 Compared with 2000

     For the year ended December 31, 2001, net service revenue decreased $9.4
million, or 12%, to $71.6 million as compared to $81.0 million for the previous
year. As noted in the table above, revenue derived from contract and specialty
placements increased $3.9 million. Approximately $2.2 million of the increase in
revenue derived from contract and specialty placements was attributable to the
inclusion of the results of Datatek, which was acquired in March 2000. The
balance of the growth in revenue from contract and specialty placements of $1.7
million, or 3%, was attributable to increased contract placements with existing
customers and the addition of new customers. Permanent placement revenue
decreased $13.3 million, or 42% as a result of the continuing effect of hiring
freezes and staff reductions implemented by our customers due to the softening
of the economy. Contract placement and specialty services revenue accounted for
75% of revenue for the year ended December 31, 2001, up from 61% for the
previous year.

     For the year ended December 31, 2001, gross margin decreased by $13.1
million, or 31%, to $29.0 million as compared to $42.1 million in the previous
year. All of the absolute decrease in gross margin dollars is due to the decline
in permanent placement revenues. As a percentage of contract and specialty
placement revenue, the gross margin derived from contract and specialty
placements for the year ended December 31, 2001 was 20%, down one percentage
point as compared to the previous year.

     Operating expenses amounted to $32.7 million for the year ended December
31, 2001; a decrease of $5.9 million as compared to the previous year. Included
in operating expenses for the year ended December 31, 2001 was $14.9 million of
variable sales expenses, which were down $6.3 million as compared to the
previous year period due to the decline in permanent placement revenue. In
addition, for the year ended December 31, 2001, general and administrative
expenses amounted to $15.1 million. Included in this amount is $0.6 million of
excess rent paid during the year, principally for space at the Company's Dallas
office. The Company has entered into new lease agreements effective January 1,
2002, which result in the elimination of this incremental rent expense going
forward. Also included in general and administrative expense for 2001 was
approximately $0.4 million in legal costs associated with the Ditto matter.
General and administrative expenses in 2000 were $15.6 million. Depreciation and
amortization expense amounted to $1.9 million as compared to $1.7 million in the
previous year period. This increase is due to amortization expense related to
our acquisitions. Also during the year ended December 31, 2001, we recorded a
$0.8 million charge for restructuring, severance and asset write-offs.
Approximately $0.3 million of this charge was related to the resignation of our
former president, and $0.2 million was related to the write-off of leasehold
improvements and the establishment of a reserve for future rents for facilities
no longer occupied.

     For the year ended December 31, 2001, net interest expense was $1.1
million, an increase of $0.5 million as compared to the previous year. Included
in the interest expense for the year ended December 31, 2001 was $0. 3 million
related to default wavier fees and the write-off of previously deferred
commitment fees as a result of the events of default, and $0.1 million
associated with the issuance of warrants to the former owners of Texcel and
Mountain. The remaining interest expense is associated with borrowings on our
line of credit and deferred payment obligations related to our acquisitions.

     For the year ended December 31, 2001, we reported a net loss before taxes
of $4.9 million, as compared to net income before taxes of $3.0 million in the
previous year. The reduction in revenue from permanent placements and the
restructuring and severance costs noted above, contributed to the change in net
income before taxes.

     During for the year ended December 31, 2001, we reported an income tax
benefit of $0.9 million as compared to income tax expense of $1.2 million for
the previous year period. In addition, at December 31, 2001, the Company has a
net operating loss carry forward of $1.2 million which it will use to offset
future tax expense.

     As a result of the items discussed above, we reported a $4.0 million net
loss for the year ended December 31, 2001 as compared to net income of $1.7
million for the previous year.

                                       11

<PAGE>
2000 Compared with 1999

     For the year ended December 31, 2000, net staffing service revenue
increased approximately $27.4 million, or 51%, to $81.0 million as compared to
$53.6 million for the previous year. The acquisition of Mountain and Datatek
accounted for 36% of the revenue growth while existing operations grew 15%.
Specifically, $9.0 million of the increase resulted from the inclusion of
revenue generated by Mountain, which was acquired in August 1999, through the
anniversary date of the acquisition, an additional $10.4 million of revenue was
generated by the operations of Datatek, which was acquired in March 2000 and
existing operations increased $8.0 million.

     Contract and specialty placement revenue accounted for 61% of net service
revenue for fiscal year 2000, as compared to 50% of the revenue for the previous
year. The inclusion of revenue from the recently acquired Mountain and Datatek
operations, which are primarily contract placement operations, accounted for
substantially all of this change. Permanent placement revenues comprised 39% of
net service revenue for fiscal year 2000, as compared to 50% of the revenue for
the previous year. As a percentage of net service revenue, net revenue derived
from contract placements will continue to increase, largely due to our strategic
decision to focus our growth in contract placement through acquisitions.

     Gross margin increased as a result of the increase in staffing service
revenue, total gross margin increased approximately $8.0 million, or 24%, to
$42.1 million for fiscal year 2000 as compared to $34.1 million in the previous
year. As a percentage of contract and specialty placement revenue, the gross
margin derived from contract and specialty placements for the year ended
December 31, 2000 was 21%, down six percentage point as compared to the previous
year. This decrease is the result of the inclusion of lower margin but higher
revenue volume contract operations of our Mountain and Datatek acquisitions.

     Operating expenses amounted to $38.5 million for the year ended December
31, 2000, an increase of $6.9 million as compared to the previous year. Included
in operating expenses for the year ended December 31, 2000 was $21.2 million of
variable sales expenses, which were up $2.1 million as compared to the previous
year period due primarily to the increase in permanent placement revenue. In
addition, for the year ended December 31, 2000, general and administrative
expenses amounted to $15.6 million, up $4.3 million as compared to the previous
year. Inclusion of the operations of Mountain and Datatek accounted for half of
the increase in SG&A. The remaining increase is due to increased revenue in our
existing business. Depreciation and amortization expense amounted to $1.7
million as compared to $1.2 million in the previous year period. This increase
is due to amortization expense related to our acquisitions.

     For the year ended December 31, 2000, we reported net interest expense of
$0.6 million, primarily associated with borrowings on our line of credit and
interest on deferred payment obligations related to our acquisitions of Texcel,
Mountain and Datatek. Interest expense was $0.1 million in fiscal year 1999.

     Included in other expense for 1999 is the write off of $0.2 million of
goodwill associated with the previously acquired operations of Carter Financial
Services, Inc.

     For fiscal 2000, net income from continuing operations amounted to $1.8
million, an increase of $0.4 million from the previous year.

     Income tax expense from continuing operations was $1.2 million for fiscal
2000 compared to $0.9 million in the previous year. Our effective tax rate has
remained fairly consistent.

     Losses from the operations of discontinued operations and loss on disposal
of discontinued operations, net of income tax benefits, amounted to $0.1 million
in fiscal year 2000, as compared to $1.3 million in the previous year. In 1999
our Company approved a plan to sell our training operation. The sale was
completed in February 2001.

     As a result of the items discussed above, net income for 2000 amounted to
approximately $1.7 million, an increase of $1.6 million, as compared to the
previous year.

Liquidity and Capital Resources

     For the year ended December 31, 2001, cash provided by operating activities
approximated $2.7 million, principally from the collection of accounts
receivable. Substantially all of the cash generated was used to repay borrowings
under our revolving credit agreement and for capital expenditures approximating
$0.4 million.

     As of December 31, 2001, we were not in compliance with the amended terms
and conditions of our financing agreement with our primary lender. Through
February 28, 2002, we operated under the terms and conditions of the Fourth
Amendment and Forbearance Agreement. Subsequent to the expiration of this
agreement, our primary lender has verbally expressed to the Company that it may
exercise its right to declare the obligations to be due and payable. They have
also indicated in the same conversations that

                                       12

<PAGE>

they will assist the Company, to the extent feasible, in its efforts to secure a
new lending agreement with a new lender.

     The Company has also failed to make the required acquisition agreement
payments of $1.2 million, $0.9 million and $0.2 million to the former owners of
Mountain, Texcel, and Datatek respectively, which were due on October 1, 2001,
October 8, 2001, and January 1, 2002, respectively. The Company has entered into
agreements with the former owners of each of Mountain, Texcel and Datatek
pursuant to which our payment obligations have been deferred for varying periods
of time subject to the Company timely funding the installment obligations
payable to each of these former owners. At this time, the Company is in
compliance with the terms of such agreements. The agreements with both Texcel
and Mountain contain certain cross-default clauses so that a default under one
transaction will constitute a default under the other transaction.

     Pursuant to the Note Purchase Agreement entered into in January 1999, by
and between DCRI LP No. 2 ("LP No. 2"), Mr. J. Michael Moore, our Chairman and
Chief Executive Officer, Compass Bank and the Company, the Company is obligated
to purchase from the Bank the promissory notes (the "Notes") issued by LP No. 2
to the Bank. In March 2002, the Company was notified that an entity affiliated
with Mr. Moore has entered into a purchase agreement with the Bank which upon
completion would eliminate the Company's obligation to the Bank. As of April 21,
2002 the amount payable to the Bank is approximately $0.3 million. The Bank
obligation is currently secured by 168,500 shares of our common stock pledged to
the Bank by LP. No. 2 and or Mr. Moore. Based on the current market price of our
common stock on April 21, 2002, the unsecured balance of the liability to the
bank by all parties involved is approximately $0.2 million. While there can be
no assurance that the purchase of the Notes by this new entity will be
successful, the Company has previously notified the Bank that under the terms of
our lending agreement, the Company does not have funds available to purchase
this liability. Additionally, the Notes are guaranteed by Mr. Moore and we
believe, based upon financial information provided by Mr. Moore that Mr. Moore
has the financial ability to satisfy the Notes.

     The Company has commitments over the next ten years, under operating and
capital leases, of approximately $8.7 million, of which, $1.6 million will be
due in 2002.

     We have reported a loss for year ended December 31, 2001 of $4 million. In
addition, given the current state of the economy and the cyclical nature of our
business, we may continue to report losses for the foreseeable future.

     These factors, among others, indicate that the Company may be unable to
continue as a going concern.

     We are currently evaluating various financing and restructuring strategies,
to be utilized to meet the working capital requirements of the company as well
as satisfy our acquisition obligations.

     In January 2002, we filed a claim for refundable income taxes with the
Internal Revenue Service for $0.8 million resulting from the carry back of our
operating loss to 1999 and 2000. This amount was received in February 2002. As a
result of a change to federal tax laws in March 2002 which will allow us to
carry our operating loss back five years rather than two, we will file an
additional claim for refundable income taxes of $0.7 million resulting from the
carry back of our operating loss to 1996, 1997 and 1998.

     Lastly, we have engaged Roth Capital Partners, LLC, to act as our financial
advisors in assisting us in evaluating our strategic options to maximize
shareholder value and to provide ongoing assistance in pursuing those options.

     We can provide no assurance that we will be successful in implementing the
changes necessary to accomplish these objectives, or if we are successful, that
the changes will improve our cash flow and liquidity.

     Inflation has not had a significant effect on our operating results.

Significant Accounting Policies

Revenue Recognition and Cost of Services

     Fees for placement of permanent personnel are recognized as income at the
time the applicant accepts employment. A provision is made for estimated losses
in realization of such fees (principally due to applicants not commencing
employment, or not remaining in employment for the guaranteed period). Revenues
from specialty services and contract placements are recognized upon performance
of services. Direct cost of contract placement and specialty services consists
of direct wages and related payroll taxes paid to non-permanent personnel.

     In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB 101") which provides guidelines on revenue
recognition. Management has considered the provisions of SAB 101 and does not
believe SAB 101 has any impact on our consolidated financial statements.

                                       13

<PAGE>
Recent Accounting Pronouncements

     In September 1998, the FASB issued SFAS No. 133. "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts (collectively referred to as
derivatives), and for hedging activities. It requires that entities recognize
all derivatives as either assets or liabilities in the financial statements and
measure those instruments at fair value. In September 1999, the FASB issued SFAS
No. 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Statement No. 133." SFAS No. 133 was
originally effective for all fiscal quarters of years beginning after September
15, 1999. SFAS No. 137 deferred the effective date of SFAS No. 133 to all fiscal
quarters of all years beginning after September 15, 2000. SFAS No. 133 has no
impact upon us as we had no derivative financial instruments.

     In September 2001, the Financial Accounting Standards Board approved SFAS
No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Other
Intangible Assets. SFAS No 141 requires that the purchase method of accounting
be used for all business combinations initiated after September 30, 2001. SFAS
No. 142 will be effective for fiscal years beginning after December 15, 2001 and
will require 1) intangible assets (as defined in SFAS 141) to be reclassified
into goodwill, 2) the ceasing amortization of goodwill, and 3) the testing of
goodwill for impairment for transaction and at interim periods (if an event or
circumstance would result in an impairment). We expect to adopt SFAS 142 on
January 1, 2002. We have not yet determined what the impact of SFAS 142 will be
on our results of operations and financial position.

Actual Results May Differ from Forward-Looking Statements

     Statements in this Annual Report on Form 10-K that are not historical
facts, including, but not limited to, projections or expectations of future
financial or economic performance of our Company and statements of our plans and
objectives for future operations, are "forward-looking" statements within the
meaning of Section 27A of the Securities Act of 1993, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended ("the Exchange Act") and
involve a number of risks and uncertainties. No assurance can be given that
actual results or events will not differ materially from those projected,
estimated, assumed or anticipated in any such "forward-looking" statements.
Important factors (the "Cautionary Disclosures") that could result in such
differences include: general economic conditions in our markets, including
inflation, recession, interest rates and other economic factors; the
availability of qualified personnel; our ability to successfully integrate
acquisitions or joint ventures with our operations (including the ability to
successfully integrate businesses that may be diverse as to their type,
geographic area or customer base); the level of competition experienced by our
Company; our ability to implement its business strategies and to manage its
growth; the level of development revenues and expenses; the level of litigation
expenses; our ability to effectively implement an e-commerce strategy; those
factors identified in our Prospectus dated September 30, 1997 as risk factors;
and other factors that affect businesses generally. Subsequent written and oral
"forward-looking" statements attributable to our Company, or persons acting on
its behalf, are expressly qualified by the Cautionary Disclosures.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     Our Company is exposed to market risks from fluctuations in interest rates
and the effects of those fluctuations on the earnings of its cash equivalent
short-term investments; as well as interest expense on line of credit
borrowings. Assuming interest rates increased by 200 basis points (2%) above the
interest rate at December 31, 2001, on an annualized basis interest expense
would increase by approximately $0.1 million on the outstanding line of credit
borrowings of $3.6 million at December 31, 2001.

                                       14

<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements

         See Item 14(a).

Quarterly Results

     Our quarterly operating results have varied in the past and can be expected
to vary in the future. Fluctuations in operating results generally are caused by
a number of factors, including changes in our services mix, the degree to which
we encounter competition in our existing or target markets, general economic
conditions, the volume and timing of orders received during the period, sales
and marketing expenses related to entering new markets, the timing of new
services introduced by our Company or our competitors, and changes in prices for
services offered by our Company or our competitors.

     The following table presents selected quarterly financial information for
the periods indicated. This information has been derived from unaudited
consolidated financial statements, which, in the opinion of management, include
all adjustments (consisting only of normal recurring adjustments) necessary for
a fair presentation of such information. These operating results are not
necessarily indicative of results for any future period. Fiscal 2000 results
been reclassified for direct cost of contract placement and specialty services
to conform to the current year presentation.
<TABLE>
<CAPTION>
                                                                   Three Months ended (unaudited)
                                    ----------------------------------------------------------------------------------------------
                                      March      June 30,   Sept. 30,    Dec. 31,   March 31,    June 30,   Sept. 30,    Dec. 31,
                                    31, 2000       2000        2000        2000        2001        2001        2001        2001
                                    --------     -------    --------     --------   --------     -------    ---------    -------
                                                                (In thousands, except per share data)
<S>                                 <C>          <C>        <C>         <C>        <C>         <C>         <C>         <C>

Net service revenues                  $17,569     $20,311      $21,604     $21,521    $19,931     $19,816     $17,654     $14,192
Direct cost of services                 7,383       9,789       10,821      10,889     10,758      11,459      11,238       9,153
                                      -------     -------      -------     -------    -------     -------     -------     -------
   Gross margin                        10,186      10,522       10,783      10,632      9,173       8,357       6,416       5,039
Operating expenses:
   Variable selling expenses            5,159       5,336        5,101       5,617      4,921       4,292       3,083       2,690
   Selling, general &
      administrative expenses           3,782       3,738        4,217       3,827      4,105       3,813       3,788       3,337
   Restructuring and severance
      expenses                              -           -            -           -        439           -           -         352
    Depreciation and amortization
      expense                             376         427          464         469        483         481         474         480
                                      -------     -------      -------     -------    -------     -------     -------     -------
Operating income (loss)                   869       1,021        1,001         719       (775)       (229)       (929)     (1,820)
                                      -------     -------      -------     -------    -------     -------     -------     -------
Interest and other expenses                59         187          157         224        185         176         290         468
                                      -------     -------      -------     -------    -------     -------     -------     -------
Income (loss) from continuing
   operations before income tax           810         834          844         495       (960)       (405)     (1,219)     (2,288)
Income tax (benefit) expense              321         335          337         197       (378)       (154)       (466)        104
                                      -------     -------      -------     -------    -------     -------     -------     -------
Income (loss) from continuing
   operations                             489         499          507         298       (582)       (251)       (753)     (2,392)
Loss from discontinued operations,
   net of tax benefit                       -           -          (81)          -          -           -           -           -
                                      -------     -------      -------     -------    -------     -------     -------     -------
Net income (loss)                     $   489     $   499      $   426     $   298    $  (582)    $  (251)    $  (753)    $(2,392)
                                      =======     =======      =======     =======    =======     =======     =======     =======
Basic earnings per share:
   From continuing operations         $  0.18     $  0.18      $  0.18     $  0.11    $ (0.21)    $ (0.09)    $ (0.27)    $ (0.85)
   Net income (loss)                     0.18        0.18         0.15        0.11      (0.21)      (0.09)      (0.27)      (0.85)
Diluted earnings per share:
   From continuing operations         $  0.18     $  0.18      $  0.18     $  0.11    $ (0.21)    $ (0.09)    $ (0.27)    $ (0.85)
   Net income (loss)                     0.18        0.18         0.15        0.11      (0.21)      (0.09)      (0.27)      (0.85)
Weighted average shares
   outstanding:
   Basic                                2,739       2,786        2,819       2,819      2,816       2,812       2,812       2,813
   Diluted                              2,739       2,787        2,830       2,829      2,816       2,812       2,812       2,813

</TABLE>
                                    15

<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

     (i) On October 3, 2001, management of Diversified Corporate Resources, Inc.
(the "Company") dismissed PriceWaterhouseCoopers L.L.P. ("PwC") as the Company's
independent accountants. Such action was approved by the Company's Board of
Directors and Audit Committee on October 5, 2001. In approving the dismissal of
PwC, the Company's Board of Directors and Audit Committee cited cost
considerations as the reason for the change.

(ii) PwC's reports on the Company's financial statements for the past two years
did not contain an adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.

(iii) No event listed in Paragraphs (A) through (D) of Item 304a(1)(v) of
Regulation S-K occurred within the Company's two most recent fiscal years and
the subsequent interim periods preceding the dismissal of PwC.

(iv) During the two most recent fiscal years and the subsequent interim period
preceding the dismissal of PwC, there were no disagreements with PwC on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of PwC, would have caused it to make a reference to the subject
matter of the disagreements in connection with its report.

(v) A copy of a letter from PwC indicating its agreement with the statements
made by the Company in response to Item 4 of Form 8-K is filed as Exhibit 16.1
to the Company's Form 8-K filed on October 9, 2001.

(b) New Independent Accountants

(i) As of October 5, 2001, the Company has engaged Weaver and Tidwell L.L.P.
("Weaver") as the Company's principal accountants to audit the Company's
financial statements for the 2001 fiscal year. The action was approved by the
Company's Board of Directors and Audit Committee. Neither the Company nor anyone
on its behalf has consulted with Weaver regarding (A) the application of
accounting principles to a specified transaction, either completed or proposed;
or the type of audit opinion that might be rendered on the Company's financial
statements, or (B) any matter that was either the subject of a disagreement (as
defined in Item 304(a)(1)(iv) of Regulation S- K) or a reportable event (as
described in Item 304(a)(1)(v) of Regulation S-K).

     (ii) Pursuant to Item 304(a)(2)(D) of Regulation S-K, the Company has
requested Weaver to review this disclosure before it is filed and has provided
Weaver with the opportunity to furnish the Company with a letter addressed to
the Commission containing any new information, clarification of the Company's
expression of its views, or the respects in which it does not agree with the
statements made by the Company in this disclosure. Weaver has advised the
Company that it does not have any new information or clarification of the
Company's expression of its views and that it agrees with the statements made by
the Company in this disclosure.

                                    PART III

     The information for these items is incorporated by reference to the
definitive proxy statement to be filed by our Company with the Securities and
Exchange Commission pursuant to Regulation 14A under the Exchange Act within 120
days of the close of the fiscal year ended December 31, 2001.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

     (a) (i) and (ii) Financial Statements and Financial Statement Schedule

     Reference is made to the listing on page 19 of all financial statements and
schedules filed as a part of this report.

     All other schedules are omitted as they are not applicable or not required,
or because the required information is included in the financial statements on
notes thereto.

          (iii) Exhibits

     Reference is made to the Index to Exhibits on pages 42 through 46 for a
list of all exhibits filed as part of this report.

     (b) Reports on Form 8-K

         On October 9, 2001, we filed with the Securities and Exchange
         Commission, to change our Certifying Accountants from
         PricewaterhouseCoopers, LLP to Weaver and Tidwell, LLP.

                                       16

<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                               DIVERSIFIED CORPORATE RESOURCES, INC.
                               Registrant
<TABLE>
<CAPTION>

<S>                           <C>           <C>

Date: April 23, 2002           By:                      /s/ J. Michael Moore
                                                        --------------------
                                                         J. Michael Moore
                                                       Chief Executive Officer
                                                     (Principal Executive Officer)

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Date: April 23, 2002           By:                        /s/ J. Michael Moore
                                                          --------------------
                                                            J. Michael Moore
                                           Chairman of the Board and Chief Executive Officer
                                                     (Principal Executive Officer)

Date: April 23, 2002           By:                       /s/ James E. Filarski
                                                         ---------------------
                                                           James E. Filarski
                                                         President and Director

Date: April 23, 2002           By:                    /s/ Anthony G. Schmeck, Jr.
                                                      ---------------------------
                                                        Anthony G. Schmeck, Jr.
                                                 Treasurer and Chief Financial Officer
                                    (Principal Financial Officer and Principal Accounting Officer )

Date: April 23, 2002           By:                       /s/ Deborah A. Farrington
                                                       -------------------------
                                                         Deborah A. Farrington
                                                                Director

Date: April 23, 2002           By:                        /s/ Samuel E. Hunter
                                                          --------------------
                                                            Samuel E. Hunter
                                                                Director
</TABLE>

                                       17

<PAGE>
                        INDEX TO FINANCIAL STATEMENTS AND
                          FINANCIAL STATEMENT SCHEDULE
<TABLE>
<CAPTION>

                                                                                                                          Page No.
                                                                                                                        -----------
<S>                                                                                                           <C>
Reports of Independent Accountants                                                                                           19

Consolidated Balance Sheets at December 31, 2001 and 2000                                                                    21

Consolidated Statements of Operations for each of the three years ended December 31, 2001,
     2000 and 1999                                                                                                           22

Consolidated Statements of Stockholders' Equity for each of the three years ended
     December 31, 2001, 2000 and 1999                                                                                        23

Consolidated Statements of Cash Flows for each of the three years ended December 31, 2001,
     2000 and 1999                                                                                                           24

Notes to Consolidated Financial Statements                                                                                   25

Reports of Independent Accountants on the Financial Statement Schedule                                                       39

Schedule II-Valuation and Qualifying Accounts for each of the three years ended
     December 31, 2001, 2000 and 1999                                                                                        41

</TABLE>



                                       18

<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and Board of Directors of
Diversified Corporate Resources, Inc.

     We have audited the accompanying consolidated balance sheet of Diversified
Corporate Resources, Inc. and subsidiaries as of December 31, 2001, and the
related consolidated statements of operations, stockholders' equity and cash
flows for the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

     We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Diversified Corporate Resources, Inc. and subsidiaries as of December 31, 2001,
and the consolidated results of their operations and their cash flows for the
year then ended, in conformity with accounting principles generally accepted in
the United States of America.

     The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As shown in the
consolidated financial statements, the Company incurred a net loss of $3,978,000
during the year ended December 31, 2001, and, as of that date, had a working
capital deficiency of $2,519,000. As described more fully in Note 2, "Liquidity
and Management Plans" to the consolidated financial statements, such working
capital deficiency is the result of the Company being in default on its
revolving credit agreement and the acceleration of certain other payment
obligations. Those conditions raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans regarding those
matters are also described in Note 2, "Liquidity and Management Plans". The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

WEAVER AND TIDWELL, L.L.P.

Dallas, Texas
April 22, 2002

                                       19

<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and Board of Directors of
Diversified Corporate Resources, Inc.:


In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, stockholders' equity and of cash flows
present fairly, in all material respects, the financial position of Diversified
Corporate Resources, Inc and its subsidiaries at December 31, 2000, and the
results of their operations and their cash flows for each of the two years in
the period ended December 31, 2000 in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Dallas, Texas
March 30, 2001

                                       20

<PAGE>

             DIVERSIFIED CORPORATE RESOURCES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)
<TABLE>
<CAPTION>


                                                                                                             December 31,
                                                                                                  ----------------------------------
                                                                                                         2001              2000
                                                                                                  -----------------  ---------------
<S>                                                                                               <C>                <C>

                                     ASSETS

Current assets:
   Cash and cash equivalents                                                                                $  159            $  499
   Trade accounts receivable, less allowance for doubtful accounts of approximately $340 and
      $1,318 respectively                                                                                    7,281            15,132
   Prepaid expenses and other current assets                                                                   308               356
   Federal income taxes receivable                                                                           1,513               261
   Deferred income taxes                                                                                         -               853
                                                                                                        ----------         ---------

      Total current assets                                                                                   9,261            17,101
Property and equipment, net                                                                                  2,531             3,576
Other assets:
   Intangibles, net                                                                                         10,780            10,492
   Receivables from related parties                                                                            418               418
   Other                                                                                                       223               224
                                                                                                        ----------         ---------
                                                                                                           $23,213           $31,811
                                                                                                        ==========         =========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Trade accounts payable and accrued expenses                                                             $ 4,440           $ 7,242
   Obligations not liquidated because of outstanding checks                                                    852                 -
   Borrowings under revolving credit agreement                                                               3,584                 -
   Current maturities of capital lease obligations                                                              99                78
   Current maturities of long-term debt                                                                      2,805             1,371
                                                                                                        ----------         ---------
      Total current liabilities                                                                             11,780             8,691
Deferred lease rents                                                                                            28                45
Deferred income taxes                                                                                            -               391
Borrowings under revolving credit agreement                                                                      -             6,676
Capital lease obligations, net of current maturities                                                           120               230
Long-term debt, net of current maturities                                                                      304               949
                                                                                                        ----------         ---------

      Total liabilities                                                                                     12,232            16,982
                                                                                                        ----------         ---------
Commitments and contingencies

Stockholders' equity:
   Preferred stock, $1.00 par value; 1,000 shares authorized, none issued - -
   Common stock, $.10 par value; 10,000 shares authorized, 3,397 and 3,397
     shares issued, respectively                                                                               340               340
   Additional paid-in capital                                                                               12,794            12,639
   Retained earnings (deficit)                                                                               (266)             3,712
   Common stock held in treasury (586 and 579 shares, respectively), at cost                               (1,649)           (1,624)
   Receivables from related parties                                                                          (238)             (238)
                                                                                                        ----------         ---------

      Total stockholders' equity                                                                            10,981            14,829
                                                                                                        ----------         ---------

                                                                                                           $23,213           $31,811
                                                                                                        ==========         =========
</TABLE>

                 See notes to consolidated financial statements.

                                       21

<PAGE>

             DIVERSIFIED CORPORATE RESOURCES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In Thousands Except Per Share Data)

<TABLE>
<CAPTION>


                                                                                                 Years ended December 31,
                                                                                      ----------------------------------------------
                                                                                            2001             2000            1999
                                                                                      ---------------   ---------------   ----------
<S>                                                                                   <C>               <C>               <C>
Net service revenues:
   Permanent placement                                                                   $ 18,163         $ 31,531          $ 26,794
   Contract placement and specialty services                                               53,430           49,474            26,850
                                                                                         --------         --------          --------
                                                                                           71,593           81,005            53,644
Direct cost of contract placement and specialty services                                   42,608           38,882            19,584
                                                                                         --------         --------          --------

Gross margin                                                                               28,985           42,123            34,060
                                                                                         --------         --------          --------
Operating expenses:
   Variable selling expenses                                                               14,986           21,213            19,109
   Selling, general and administrative expenses                                            15,043           15,564            11,282
   Restructuring and severance expenses                                                       791                -                 -
   Depreciation and amortization expense                                                    1,918            1,736             1,207
                                                                                         --------         --------          --------
                                                                                           32,738           38,513            31,598
                                                                                         --------         --------          --------
Other expense items:
   Interest expense, net                                                                    1,117              601                84
   Other expense, net                                                                           2               26               155
                                                                                         --------         --------          --------
                                                                                            1,119              627               239
                                                                                         --------         --------          --------
Income (loss) from continuing operations before income taxes and discontinued
   operations                                                                             (4,872)            2,983             2,223
Income tax (benefit) expense                                                                (894)            1,190               855
                                                                                         --------         --------          --------
Income (loss) from continuing operations before discontinued operations                   (3,978)            1,793             1,368

Discontinued operations, net of income tax benefits:
   Loss from operations of discontinued training operations                                     -                -             (700)
   Loss on disposal of discontinued training operations                                         -             (81)             (605)
                                                                                         --------         --------          --------

Net income (loss)                                                                        $(3,978)           $1,712             $  63
                                                                                         ========         ========          ========
Basic earnings per share:
   Income (loss) from continuing operations                                              $ (1.41)         $   0.64          $   0.49
   Loss from discontinued operations                                                            -           (0.03)            (0.47)
                                                                                         --------         --------          --------

      Net income (loss)                                                                  $ (1.41)         $   0.61          $   0.02
                                                                                         ========         ========          ========

Weighted average common shares outstanding                                                  2,813            2,791             2,760
                                                                                         ========         ========          ========

Diluted earnings per share:
   Income (loss) from continuing operations                                              $ (1.41)         $   0.64          $   0.49
   Loss from discontinued operations                                                            -           (0.03)            (0.47)
                                                                                         --------         --------          --------

      Net income (loss)                                                                  $ (1.41)         $   0.61          $   0.02
                                                                                         ========         ========          ========

Weighted average common and common equivalent shares outstanding                            2,813            2,796             2,778
                                                                                         ========         ========          ========
</TABLE>

                See notes to consolidated financial statements

                                       22

<PAGE>

             DIVERSIFIED CORPORATE RESOURCES, INC. AND SUBSIDIARIES
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                                 (In Thousands)
<TABLE>
<CAPTION>

                                                                                                           Receivables
                                                             Additional       Retained                        From
                                                Common        Paid-In         Earnings       Treasury        Related
                                                Stock         Capital         (deficit)        Stock         Parties          Total
                                               --------      ---------        ---------      --------        --------        -------
<S>                                            <C>           <C>             <C>             <C>           <C>              <C>

BALANCE, December 31, 1998                       $  318        $11,927          $ 1,937      $ (1,350)       $  (215)         12,617
Advances to related parties                           -              -                -              -           (23)           (23)
Tax effect of stock options exercised                 -             23                -              -              -             23
Issuance of common stock                             15            444                -              -              -            459
Treasury stock purchase                                                                          (211)                         (211)
Net income                                            -              -               63              -              -             63
Retirement of treasury stock                        (4)           (16)                -             20              -
                                               --------        -------          -------       --------       --------        -------

BALANCE, December 31, 1999                          329         12,378            2,000        (1,541)          (238)         12,928

Issuance of common stock                             11            261                -              -              -            272
Treasury stock purchase                               -              -                -           (83)              -           (83)
Net income                                            -              -            1,712              -              -          1,712
                                               --------        -------          -------       --------       --------        -------

BALANCE, December 31, 2000                          340         12,639            3,712        (1,624)          (238)         14,829

Value of warrants issued                              -            152                -              -              -            152
Treasury stock purchase                                                                           (25)              -           (25)
Other capital contribution                            -              3                -              -              -              3
Net income (loss)                                     -              -          (3,978)                             -        (3,978)
                                               --------        -------          -------       --------       --------        -------

BALANCE, December 31, 2001                       $  340        $12,794          $ (266)       $(1,649)        $ (238)        $10,981
                                               ========        =======          =======       ========       ========        =======
</TABLE>

                 See notes to consolidated financial statements

                                       23

<PAGE>

             DIVERSIFIED CORPORATE RESOURCES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands )
<TABLE>
<CAPTION>

                                                                                                     Years Ended December 31,
                                                                                             ---------------------------------------
                                                                                              2001           2000            1999
                                                                                             ---------------------------------------
<S>                                                                                         <C>             <C>            <C>

Cash flow from operating activities:
   Net income (loss)                                                                        $ (3,978)         $ 1,712         $   63
   Adjustments to reconcile net income to cash provided by operating activities:
      Depreciation and amortization                                                             1,918           1,736          1,272
      Write off of intangible assets and other                                                     93               -            156
      Loss from disposal of discontinued operations                                                 -              81            605
      Provision for allowances                                                                  (978)             306            250

      Income tax effect of options exercised                                                        -               -             23
      Deferred income taxes                                                                       462             212            104
      Deferred lease rents                                                                       (17)            (50)             34
      Accretion of interest on deferred payment obligations                                       153             243            190
      Value of stock and warrants issued                                                          152              17              -
   Changes in operating assets and liabilities, net of acquisitions:
      Accounts receivable                                                                       8,829         (3,866)        (1,119)
      Federal income taxes receivable                                                         (1,252)           (112)             51
      Prepaid expenses and other current assets                                                   116            (91)           (37)
      Other assets                                                                                  -            (99)          (154)
      Trade accounts payable and accrued expenses                                             (2,802)           1,098          (376)
                                                                                              -------         -------        -------
        Cash provided by operating activities                                                   2,696           1,187          1,062
                                                                                              -------         -------        -------
Cash flows from investing activities:
   Capital expenditures                                                                         (357)           (996)        (1,213)
   Business acquisition costs, net of cash acquired                                              (80)         (3,908)        (3,114)
   Other assets                                                                                  (67)             (9)            (6)
   Loans and advances to related parties                                                            -           (370)           (77)
   Repayment from related parties                                                                   -               -             31

        Cash used in investing activities                                                       (504)         (5,283)        (4,379)
                                                                                              -------         -------        -------
Cash flows from financing activities:
   Obligations not liquidated because of outstanding checks                                       852               -              -
   Issuance of common stock                                                                         3               -            182
   Net repayments on line of credit                                                                 -         (1,480)              -
   Net short-term borrowings                                                                        -               -          1,480
   Advances on long-term line of credit borrowings                                             80,214          58,998              -
   Repayments of long-term line of credit borrowings                                         (83,306)        (52,322)              -
   Repurchase of treasury stock                                                                  (25)            (83)          (212)
   Principal payments under long-term debt obligations                                          (181)         (1,303)          (759)
   Principal payments under capital lease obligations                                            (89)            (62)
                                                                                              -------         -------        -------
        Cash provided by (used in) financing activities                                       (2,532)           3,748            691
                                                                                              -------         -------        -------
   Change in cash and cash equivalents                                                          (340)           (348)        (2,626)
   Cash and cash equivalents at beginning of year                                                 499             847          3,473
                                                                                              -------         -------        -------
        Cash and cash equivalents at end of year                                               $  159          $  499         $  847
                                                                                              =======         =======        =======
Supplemental cash flow information:
   Cash paid for interest                                                                      $  679          $  392         $   31
                                                                                              =======         =======        =======
   Cash paid (refunded) for taxes                                                              $(261)          $1,003         $  322
                                                                                              =======         =======        =======
</TABLE>

                 See notes to consolidated financial statements.

                                       24

<PAGE>

             DIVERSIFIED CORPORATE RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      (In Thousands Except Per Share Data)

1. Summary of Significant Accounting Policies

         Basis of Presentation

         The consolidated financial statements include the operations of
Diversified Corporate Resources, Inc. and its wholly owned subsidiaries (the
"Company", "our", "we" or "us"). All inter-company accounts and transactions
have been eliminated in consolidation.

         Nature of Operations

         The Company is a Texas corporation and is engaged, through our
subsidiaries, in the permanent, specialty and contract placement of personnel in
various industries. We currently operate offices in the following locations:

        Arizona                           Phoenix
        Colorado                          Denver
        Georgia                           Atlanta
        Idaho                             Meridian
        Illinois                          Chicago
        Maine                             Portland
        Missouri                          Kansas City
        North Carolina                    Raleigh
        Pennsylvania                      Philadelphia
        Texas                             Dallas/Fort Worth, Houston and Austin

         The offices are responsible for marketing to clients, recruitment of
personnel, operations, local advertising, initial customer credit evaluation and
customer cash collection follow-up. Our executive offices, located in Dallas,
Texas, provide corporate governess, and risk management, as well as certain
other accounting and administrative services for our offices.

         Revenue Recognition and Cost of Services

         Fees for placement of permanent personnel are recognized as income at
the time the applicant accepts employment. A provision is made for estimated
losses in realization of such fees (principally due to applicants not commencing
employment, or not remaining in employment for the guaranteed period). Revenues
from specialty services and contract placements are recognized upon performance
of services. Direct cost of contract placement and specialty services consists
of direct wages and related payroll taxes paid to non-permanent personnel.
Accounts receivable at December 31, 2001 and 2000 include approximately $80 and
$459, respectively, of unbilled receivables that were billed in 2002 and 2001.

         In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB 101") which provides guidelines on revenue
recognition. Management has considered the provisions of SAB 101 and does not
believe SAB 101 has any impact on our consolidated financial statements.

         Cash and Cash Equivalents

          We consider all highly liquid investment instruments purchased with
remaining maturities of three months or less to be cash equivalents.

         Fair Value of Financial Instruments

         At December 31, 2001 and 2000, our financial instruments consisted of
cash and cash equivalents, notes receivable from related parties, line of credit
borrowings and long-term debt. We believe that the recorded values of cash and
cash equivalents approximate fair value due to the short term nature of these
instruments. We believe that the recorded values of notes receivable from
related parties approximate fair value due to the value of the collateral for
those receivables. We believe that the recorded value of the line of credit
borrowings and long-term debt approximate fair value due to our ability to
obtain such borrowings at comparable interest rates.

                                       25

<PAGE>

             DIVERSIFIED CORPORATE RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                      (In Thousands Except Per Share Data)

1. Summary of Significant Accounting Policies (Continued)

         Obligations not liquidated because of outstanding checks

         Under the terms and conditions of our revolving credit facility, all
cash receipts deposited in our lock boxes are swept by our lender daily. This
procedure, combined with our policy of maintaining a zero balance in the
operating account results in the Company reporting a balance of obligations not
liquidated because of outstanding checks.

         Property and Equipment

         Property and equipment are recorded at cost. Depreciation and
amortization are provided using the straight-line method over the estimated
useful lives of the individual assets or the related lease terms, if applicable,
whichever is shorter. Upon retirement or sale, the cost and related accumulated
depreciation and amortization are removed from the accounts and any resulting
gains or losses are included in the consolidated statement of operations.
Maintenance and repair costs are charged to expense as incurred. The estimated
useful life of each class of asset is 5 years.

         Advertising Costs

          Advertising costs are expensed as incurred. For the years ended
December 31, 2001, 2000 and 1999, advertising expenses amounted to approximately
$519, $707 and $919, respectively.

         Earnings Per Share

          Basic earnings per share ("EPS") was determined by dividing net income
by the weighted average number of shares of common stock outstanding during the
year. Diluted EPS includes these shares plus common stock equivalents
outstanding during the year. (Common stock equivalents are excluded if the
effects of inclusion are anti-dilutive.)

         Following is a reconciliation of the weighted average number of shares
outstanding during the year for basic and diluted EPS:
<TABLE>
<CAPTION>

                                                                                              2001          2000          1999
                                                                                              ----          ----          ----
<S>                                                                                            <C>            <C>          <C>
Basic                                                                                          2,813          2,791        2,760
Net effect of dilutive stock options                                                               -              6           17
                                                                                               -----          -----        -----
Diluted                                                                                        2,813          2,797        2,777
                                                                                               =====          =====        =====
Options and warrants not considered because effects of inclusion would be anti-dilutive        1,621            577          185
</TABLE>

         Income Taxes

         We present income taxes pursuant to Statement of Financial Accounting
Standards No. 109. "Accounting for Income Taxes" ("FAS 109"). FAS 109 uses an
asset and liability approach to account for income taxes, wherein, deferred
taxes are provided for book and tax basis differences for assets and
liabilities. In the event differences between the financial reporting basis and
the tax basis of our assets and liabilities result in deferred tax assets, an
evaluation of the profitability of being able to realize the future benefits
indicated by such assets is required. A valuation allowance is provided for a
portion or all of the deferred tax assets when there is sufficient uncertainty
regarding our ability to recognize the benefits of the assets in future years.
Our Company and its subsidiaries file a consolidated federal income tax return.

         Use of Estimates in the Preparation of Financial Statements

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amount of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

                                       26

<PAGE>

             DIVERSIFIED CORPORATE RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                      (In Thousands Except Per Share Data)

1. Summary of Significant Accounting Policies (Continued)

         Reclassifications

         Certain reclassifications have been made to prior year balances to
conform to the current year presentation, the most significant of which is that
in prior years, variable selling expenses were included in cost of services.

         Intangibles

         Intangibles consist of covenants not to compete and goodwill (excess
of purchase price over fair value of net assets acquired) arising from business
combinations and are being amortized on a straight-line basis over periods
ranging from 3 to 20 years based on their estimated useful lives or contract
terms.

         Recently Issued Accounting Standards

         In June 2001, the Financial Accounting Standards Board issued SFAS 141,
Business Combinations, and SFAS 142, Goodwill and Other Intangible Assets. SFAS
141 requires business combinations initiated after June 30, 2001 to be accounted
for using the purchase method of accounting. It also specifies the types of
acquired intangible assets that are required to be recognized and reported
separately from goodwill. SFAS 142 will require that goodwill and certain
intangibles no longer be amortized, but instead tested for impairment at least
annually. SFAS 142 is required to be applied starting with fiscal years
beginning after December 15, 2001, with early application permitted in certain
circumstances. The Company plans to adopt SFAS 142 in 2002, but to date, has not
evaluated the potential impact, if any, on the Company's consolidated financial
position or results of operations. Intangibles amortization was approximately
$604, $541, and $301, in fiscal 2001, 2000 and 1999, respectively.

2.  Liquidity and Management Plans

         We reported a loss for the year ended December 31, 2001 of $3,978. In
addition, we had cash on hand of $159, and our current liabilities exceeded our
current assets by $2,519.

         Also, as of December 31, 2001, we were not in compliance with the
amended terms and conditions of our financing agreement with our primary lender.
Through February 28, 2002, we operated under the terms and conditions of the
Fourth Amendment and Forbearance Agreement. Subsequent to the expiration of this
agreement, our primary lender has verbally expressed to the Company that it may
exercise its right to declare the obligations to be due and payable. They have
also indicated in the same conversations that they will assist the Company, to
the extent feasible , in its efforts to secure a new lending agreement with a
new lender.

         The Company has also failed to make the required acquisition agreement
payments of $1.2 million, $0.9 million and $0.2 million to the former owners of
Mountain, Texcel, and Datatek respectively, which were due on October 1, 2001,
October 8, 2001, and January 1, 2002, respectively. The Company has entered into
agreements with the former owners of each of Mountain, Texcel and Datatek
pursuant to which our payment obligations have been deferred for varying periods
of time subject to the Company timely funding the installment obligations
payable to each of these former owners. At this time, the Company is in
compliance with the terms of such agreements.

         Pursuant to the Note Purchase Agreement entered into in January 1999,
by and between DCRI LP No. 2 ("LP No. 2"), Mr. J. Michael Moore, our Chairman
and Chief Executive Officer, Compass Bank and the Company, the Company is
obligated to purchase from the Bank the promissory notes (the "Notes") issued by
LP No. 2 to the Bank. In March 2002, the Company was notified that an entity
affiliated with Mr. Moore has entered into a purchase agreement with the Bank
which upon completion would eliminate the Company's obligation to the Bank. As
of April 21, 2002 the amount payable to the Bank is approximately $300. The Bank
obligation is currently secured by 168.5 shares of our common stock pledged to
the Bank by LP. No. 2 and or Mr. Moore. Based on the current market price of our
common stock on April 21, 2002, the unsecured balance of the liability to the
bank by all parties involved is approximately $211. While there can be no
assurance that the purchase of the Notes by this new entity will be successful,
the Company has previously notified the Bank that under the terms of our lending
agreement, the Company does not have funds available to purchase this liability.
Additionally, the Notes are guaranteed by Mr. Moore and we believe, based upon
financial information provided by Mr. Moore that Mr. Moore has the financial
ability to satisfy the Notes.

         These factors, among others, indicate that the Company may be unable to
continue as a going concern.

                                       27

<PAGE>

             DIVERSIFIED CORPORATE RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                      (In Thousands Except Per Share Data)

2. Liquidity and Management Plans (continued)

         We are currently evaluating various financing and restructuring
strategies to be utilized to meet the working capital requirements of the
Company as well as satisfy our acquisition obligations.

         In January 2002, we filed a claim for refundable income taxes with the
Internal Revenue Service for $777 resulting from the carry back of our operating
loss to 1999 and 2000. This amount was received in February 2002. As a result of
a change to federal tax laws in March 2002 which will allow us to carry our
operating loss back five years rather than two, we will file an additional claim
for refundable income taxes of $736 resulting from the carry back of our
operating loss to 1996, 1997 and 1998.

         We have engaged Roth Capital Partners, LLC, to act as our financial
advisors in assisting us in evaluating our strategic options to maximize
shareholder value and to provide ongoing assistance in pursuing those options.
We can provide no assurance that we will be successful in implementing the
changes necessary to accomplish these objectives, or if we are successful, that
the changes will improve our cash flow and liquidity.

3. Property and Equipment

         Property and equipment consists of:
<TABLE>
<CAPTION>

                                                                                     December 31,
                                                                           -------------------------------
                                                                               2001               2000
                                                                               ----               ----
<S>                                                                            <C>                <C>
Computer equipment and software                                                 $ 4,182            $ 4,294
Equipment and furniture                                                           1,453              1,660
Leasehold improvements                                                              161                412
                                                                                -------            -------
                                                                                  5,796              6,366
Less accumulated depreciation and amortization                                   (3,265)            (2,790)
                                                                                -------            -------
   Property and equipment, net                                                  $ 2,531            $ 3,576
                                                                                =======            =======
</TABLE>

         Depreciation and amortization of property and equipment was
approximately $1,309, $1,196 and $971 for the years ended December 31, 2001,
2000 and 1999, respectively. Amortization of assets under capital leases in
2001, 2000 and 1999 was approximately $68, $68 and $39 and the unamortized
balance was approximately $267 at December 31, 2001. These assets are included
in equipment and furniture and computer equipment.

4. Intangibles

         Intangibles consist of:

<TABLE>
<CAPTION>

                                                                                     December 31,
                                                                           -------------------------------
                                                             Amortization
                                                                Period         2001               2000
                                                                ------         ----               ----
<S>                                                         <C>                <C>                <C>
Non-compete agreements                                           3-5 years     $   150            $   150
Goodwill                                                          20 years      12,094             11,197
                                                                               -------            -------
                                                                                12,244             11,347
Accumulated amortization                                                        (1,464)              (855)
                                                                               -------            -------
                                                                               $10,780            $10,492
                                                                               =======            =======
</TABLE>

         Amortization of intangibles was approximately $609, $541 and $301 for
the years ended December 31, 2001, 2000 and 1999, respectively. The cost
assigned to the non-compete agreements is the amount stated in the purchase
agreements.

                                       28

<PAGE>

             DIVERSIFIED CORPORATE RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                      (In Thousands Except Per Share Data)

5. Trade Accounts Payable and Accrued Expenses

     Trade accounts payable and accrued expenses consist of:

                                                   December 31,
                                             -----------------------
                                               2001             2000
                                               ----             ----

Trade accounts payable                        $ 461            $ 182
Accrued expenses                              1,116              834
Accrued compensation                          2,444            5,334
Accrued payroll expense                         419              577
Provision for loss on disposal of
  discontinued training operation                 -              315
                                             ------           ------
                                             $4,440           $7,242
                                             ======           ======

     Included in accrued compensation are accrued commissions, contractors'
payroll and in 2000 only, executive management bonuses.

6. Line of Credit and Long-Term Debt:

     On May 18, 2000, we entered into a three-year revolving line of credit
agreement with General Electric Capital Corporation (the "GE facility"). The
agreement permits borrowings up to $15,000. Upon the closing of this facility,
we borrowed $3,800 and repaid, in its entirety, the outstanding borrowings under
our previous revolving credit facility. The borrowings are collateralized by our
accounts receivable and other assets and are based upon a borrowing base as
defined in the agreement.

     As noted above in footnote No. 2, Liquidity and Management Plans, as of
December 31, 2001, we were not in compliance with the amended terms and
conditions of our financing agreement. In addition, through February 28, 2002,
we operated under the terms and conditions of the Fourth Amendment and
Forbearance Agreement. Subsequent to the expiration of this agreement, our
primary lender has verbally expressed to the Company that it may exercise its
right to declare the obligations to be due and payable. They have also indicated
in the same conversations that they will assist the Company, to the extent
feasible , in its efforts to secure a new lending agreement with a new lender.

     Under the terms of the agreement with GE, outstanding loan balances bear
interest at the bank's index rate, which is defined as the latest prime rate
quoted on the last business day of each calendar month plus 2.875%. Interest is
payable monthly. The weighted average interest rate on the borrowings was 7.57%
for the year ended December 31, 2001. The interest rate at December 31, 2001 was
7.875%. As of December 31, 2001, the amounts outstanding under the revolving
line of credit amounted to $3,584.

     Long-term debt consists of:

                                                           December 31,
                                                       ---------------------
                                                       2001             2000
                                                       ----             ----
Present value of minimum deferred payment
 obligations (discounted at 8%):
   Texcel acquisition                                $  867           $  645
   Datatek acquisition                                  475              606
   Mountain acquisition                               1,767            1,069
                                                     ------            -----
                                                      3,109            2,320
Less current maturities                               2,805            1,371
                                                     ------           ------
   Total long-term debt                              $  304           $  949
                                                     ======           ======

     Scheduled maturities of long-term debt as of December 31, 2001 are as
follows:

2002                                                                  $2,805
2003                                                                     171
2004                                                                     133
2005                                                                       -
                                                                      ------
                                                                      $3,109
                                                                      ======
                                       29

<PAGE>

             DIVERSIFIED CORPORATE RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                      (In Thousands Except Per Share Data)

7. Business Acquisitions

     Texcel, Inc. and Texcel Technical Services, Inc.:

     On October 8, 1998, we completed the acquisition of substantially all of
the assets and assumed certain liabilities of Texcel, Inc. and Texcel Technical
Services, Inc. (collectively "Texcel"). The purchase price consisted of $1,800
in cash; 100 shares of our common stock valued at $4.8125 per share (which was
the market value of the stock at the date the acquisition was announced less a
discount for the restrictive nature of the stock); and three annual deferred
payments of $930, two of which were paid October 1, 1999 and 2000. As noted
above in Footnote No. 2, Liquidity and Management Plans, the Company did not
make the required minimum payment which was due on October 1, 2001. The Company
has entered into agreements with the former owners of Texcel pursuant to which
our payment obligations have been deferred subject to the Company timely funding
the installment obligations payable to them. At this time, the Company is in
compliance with the terms of such agreements with the former owners of Texcel.

     The Texcel acquisition was accounted for under the purchase method. The
results of Texcel are included in the statement of operations beginning October
1, 1998. The contingent portion of the deferred payments, as defined in the
purchase agreement for 1999, 2000 and 2001 were $250, $246, and $297,
respectively, and were recorded as additions to goodwill.

     Mountain, Ltd.:

     On August 6, 1999, we completed the acquisition of all of the outstanding
stock of Mountain Ltd. ("Mountain"). The purchase price consisted of
approximately $2,430 in cash; 75 shares of our common stock, valued at $3.705
per share (which was the market value of the stock at the date the acquisition
was announced less a discount for the restrictive nature of the stock); and
three deferred payments of approximately $1,178 each, the first of which was
paid September 30, 2000. The remaining payments are due October 1, 2001 and
2002, respectively. As noted above in Footnote No. 2, Liquidity and Management
Plans, the Company did not make the required minimum payment on October 1, 2001.
The Company has entered into agreements with the former owners of Mountain
pursuant to which our payment obligations have been deferred subject to the
Company timely funding the installment obligations payable to them. At this
time, the Company is in compliance with the terms of such agreements with the
former owners of Mountain.

     Mountain is based in the Portland, Maine area and is engaged in contract
placements of technical and professional specialists, primarily in the
telecommunications industry. The Mountain acquisition was accounted for under
the purchase method. The results of Mountain are included in the statement of
operations beginning August 6, 1999. The contingent deferred payments
(approximately $589 each) are recorded as goodwill when earned. The contingent
portion of the deferred payments for fiscal 2001 and 2000 of approximately $589,
each, were earned and were recorded as additional goodwill.

     During 2000, we issued 15 shares of our Common Stock at $2.50 per share as
additional acquisition cost related to the Mountain acquisition.

     Datatek Corporation:

     In March 2000, we completed the acquisition of substantially all of the
assets of Datatek Corporation ("Datatek"). The purchase price consisted of
$3,000 in cash, which was paid at closing; 75 shares of our common stock valued
at $2.50 per share (which was the market value of the stock at the date the
acquisition was announced less a discount for the restrictive nature of the
stock); and four installment payments, payable on January 1 of each of the years
2001 through 2004, in the anticipated amount of $171 each. As noted above in
Footnote No. 2, "Liquidity and Management Plans," the Company did not make the
required minimum payment which was due on January 1, 2002. The Company has
entered into agreements with the former owners of Datatek pursuant to which our
payment obligations have been deferred subject to the Company timely funding the
installment obligations payable to them.

     In addition, contingent payments will be payable on April 15 of each of the
years 2001 through 2005, in an amount equal to twenty-five percent (25%) of the
increased profits, as defined, of the business acquired from Datatek.

     We incurred acquisition costs totaling $320 in connection with the
acquisition, including the issuance of 12 shares of our common stock at $2.50
per share.

     The Datatek acquisition was accounted for under the purchase method. The
results of Datatek are included in the statement of operations beginning March
6, 2000. The contingent payments, if any, will be recorded as goodwill when
paid.

                                       30

<PAGE>

             DIVERSIFIED CORPORATE RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                      (In Thousands Except Per Share Data)

8. Stock Based Compensation

     Under provisions of the Company's 1998 and 1996 Amended and Restated
Nonqualified Stock Option Plans (the "Plans"), options to purchase an aggregate
of 1,300 shares of our common stock may be granted to key personnel of the
Company. Options may be granted for a term of up to ten years to purchase common
stock at a price or prices established by the Compensation Committee of the
Board of Directors of the Company or its appointee. The options granted in 2001,
2000 and 1999 vest in varying amounts over periods ranging from three to five
years.

     Effective December 9, 1998, a non-employee directors' option plan was
approved. During the year ended December 31, 1999 our Company's three
non-employee directors were granted options to purchase 15 shares each at $5.75,
vesting quarterly in 1999, representing the then market value of the common
stock. Under the plan, beginning January 1, 2000, each non-employee director
will be granted options to purchase 12,500 shares on January 1 of each year they
continue to serve. The options will be granted at the then market value of the
common stock and will vest quarterly. The options granted on January 1, 2001
were granted at $2.875 per share. In connection with the implementation of this
plan, all non-employee directors forfeited all of their existing options which
had not vested as of December 31, 1998.

     Following is a summary of our stock option activity as of and for the years
ended December 31, 2001, 2000 and 1999:

                                      Weighted      Number of
                                       Average      Shares of
                                      Exercise     Underlying       Range of
                                        Price       Options      Exercise Prices
                                      ---------    ----------    ---------------
Outstanding at December 31, 1998         6.30           652      2.50 to   12.75
Exercisable at December 31, 1998         5.93           214      2.50 to   12.75
Granted                                  4.58            48      3.00 to    5.88
Exercised                                2.50          (72)      2.50 to    2.50
Forfeited                                8.57          (79)      2.50 to   12.75
Outstanding at December 31, 1999         6.33           549      3.00 to   12.75
Exercisable at December 31, 1999         6.01           276      3.00 to   12.75
Granted                                  2.88            74      2.88 to    2.88
Exercised                                   -             -                    -
Forfeited                                5.30          (40)      3.00 to    5.88
Outstanding at December 31, 2000         5.98           583      2.88 to   12.75
Exercisable at December 31, 2000         6.23           491      2.88 to   12.75
Granted                                  1.80           671      0.86 to    3.40
Exercised                                   -             -                    -
Forfeited                                5.13          (11)      5.13 to    5.13
Outstanding at December 31, 2001         3.78         1,243      0.86 to   12.75
Exercisable at December 31, 2001         5.54           669      1.60 to   12.75

     The following table summarizes information about stock options outstanding
at December 31, 2001:
<TABLE>
<CAPTION>
                                           Options outstanding                       Options exercisable
                             -------------------------------------------------   -----------------------------
                                               Weighted Avg.       Weighted                        Weighted
                                Number           Remaining       Avg. Exercise      Number       Avg. Exercise
Range of Exercise Prices     Outstanding    Contr. Life in Years     Price         Outstanding       Price
------------------------     -----------    -------------------- -------------     -----------   -------------
<S>                          <C>            <C>                  <C>               <C>           <C>
$ 0.86 to $ 5.88                1,141                6.5              $3.00            567            $4.30
$10.00 to $12.75                  102                1.4             $12.42            102           $12.42
                                  ---                                                  ---
$ 0.86 to $12.75                1,243                6.4              $3.78            669            $5.54
                                =====                                                  ===
</TABLE>
                                       31

<PAGE>

             DIVERSIFIED CORPORATE RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                      (In Thousands Except Per Share Data)

8.  Stock Based Compensation (continued)

     SFAS No. 123, "Accounting for Stock Based Compensation" ("SFAS 123")
establishes a fair value basis of accounting for stock based compensation plans.
Had the compensation for our stock based compensation plans been determined
consistent with SFAS 123, our net income (loss) would approximate the amounts
below:
<TABLE>
<CAPTION>
                                                 2001                               2000                              1999
                                      --------------------------        ---------------------------       --------------------------

                                      As Reported      Pro forma        As Reported       Pro forma       As Reported      Pro forma
                                      -----------      ---------        -----------       ---------       -----------       --------
<S>                                  <C>              <C>               <C>             <C>               <C>           <C>

SFAS 123 compensation cost                $    -           $ 277            $    -           $ 365             $   -            $317
APB 25 compensation cost
Net income (loss)                        (3,978)         (4,255)             1,712           1,348                63           (255)
Basic earnings per share:
   Income (loss) from continuing
      operations                       $  (1.41)       $  (1.51)          $   0.64        $   0.51            $ 0.49         $  0.38
   Loss from discontinued
      operations                               -               -            (0.03)          (0.03)            (0.47)          (0.47)
   Net income (loss)                      (1.41)          (1.51)              0.61            0.48              0.02          (0.09)
Diluted earnings per share:
   Income (loss) from continuing
      operations                        $ (1.41)        $ (1.51)          $   0.64        $   0.51            $ 0.49         $  0.38
   Loss from discontinued
      operations                               -               -            (0.03)          (0.03)            (0.47)          (0.47)
   Net income (loss)                      (1.41)          (1.51)              0.61            0.48              0.02          (0.09)
</TABLE>

     The effects of applying SFAS 123 as disclosed above are not indicative of
future amounts.

     The fair value of each stock option granted in 2001, 2000 and 1999 is
estimated on the date of the grant using the Black-Scholes option-pricing model
with the following weighted average assumptions:

                                  2001           2000             1999
                                  ----           ----             ----

Expected term                     4.0 years       4.0 years        5.0 years
Expected dividend yield               0.00%           0.00%            0.00%
Expected volatility                  60.26%          57.28%           55.32%
Risk-free interest rate               5.10%           6.30%            5.33%

     The weighted-average grant date fair value of options granted during the
years ended December 31, 2001, 2000 and 1999 was $0.85, $1.52 and $2.53,
respectively.

     We granted a total of 82.59 stock warrants with an exercise price of $13.50
to an investment banker for service rendered in connection with our public
offering. These warrants are outstanding and exercisable as of December 31,
2001. The fair value of these stock warrants granted in 1997 was estimated on
the date of grant to be approximately $161 using the Black-Scholes option-
pricing model with the following assumptions: an expected term of 2.5 years; an
expected dividend yield of 0.00%; an expected stock price volatility of 40.55%;
and a risk-free interest rate of 5.84%.

     In November 2000, we entered into a contract for consulting and investor
relations. As part of the consideration for these services, we granted 15 stock
warrants with an exercise price of $4.00 per share. These warrants are
outstanding and exercisable as of December 31, 2001. The fair value of these
warrants was estimated on the date of grant to be $21 using the Black-Scholes
option-pricing model with the following assumptions: an expected term of 2
years; an expected dividend yield of 0.00%; an expected stock price volatility
of 57.28%; and a risk-free interest rate of 6.30%.

                                       32

<PAGE>

             DIVERSIFIED CORPORATE RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                      (In Thousands Except Per Share Data)

8. Stock Based Compensation (continued)

         Effective as of October 2001, we entered into agreements with the
former owners of Mountain and Texcel in connection with restructuring the
repayment terms of the debt obligations payable by the Company to such persons.
In connection with such agreements, we have agreed to issue warrants to
purchase, for $1.09 per share, an aggregate of 117.8 and 86.68 shares of our
Company's Common Stock to the former owners of Mountain and Texcel,
respectively. The fair value of these warrants was estimated on the date of
grant to be $99 using the Black-Scholes option-pricing model with the following
assumptions: an expected term of 4 years; an expected dividend yield of 0.00%;
an expected stock price volatility of 60.26%; and a risk-free interest rate of
5.10%.

         In November 2001, we entered into an agreement with Roth Capital
Partners, LLC, , pursuant to which Roth Capital Partners, LLC, has committed to
provide certain investment banking services for the benefit of the Company. As
part of the consideration for these services, we have agreed to issue warrants
to purchase 76 shares of the Company's Common Stock with an exercise price of
$1.03 per share and an expected expiration date of November 15, 2006. The fair
value of these warrants was estimated on the date of grant to be $53 using the
Black-Scholes option-pricing model with the following assumptions: an expected
term of 4 years; an expected dividend yield of 0.00%; an expected stock price
volatility of 60.26%; and a risk-free interest rate of 5.10%.

9. Share Repurchase Program

         In 2001, 2000 and 1999, pursuant to share repurchase programs
authorized by the Board of Directors, as a result of market conditions, we
reacquired approximately 7, 29 and 103 shares, respectively at an aggregate cost
of approximately $25, $83 and $211, respectively. As of March 23, 2002, there
were approximately 144 additional shares authorized for repurchase.

10.  Federal Income Taxes

         The income tax provision (benefit) and the amount computed by applying
the federal statutory income tax rate to income before income taxes differs as
follows:
<TABLE>
<CAPTION>

                                                                               December 31,
                                                             -------------------------------------------------
                                                                  2001            2000             1999
                                                                  ----            ----             ----
<S>                                                               <C>             <C>              <C>
Tax provision (benefit) at statutory rate for continuing
   operations                                                     $(1,649)         $ 1,044            $ 778
Loss from discontinued operations                                                      (54)            (816)
Other                                                                   5               (5)               4
State income taxes, net of federal income tax benefits                  -              151               73
Increase in valuation allowance for deferred taxes                    750                -                -
                                                                  -------          -------            -----
                                                                  $  (894)         $ 1,136            $  39
                                                                  =======          =======            =====
</TABLE>

         The allocation of income taxes (benefit) is:

<TABLE>
<CAPTION>

<S>                                                               <C>             <C>              <C>
Continuing operations                                             $  (894)         $ 1,189            $ 855
Discontinued operations                                                 -              (53)            (816)
                                                                  -------          -------            -----
                                                                  $  (894)         $ 1,136            $  39
                                                                  =======          =======            =====


Current, continuing operations                                    $(1,356)         $   977            $ 751
Deferred, continuing operations                                       462              212              104
                                                                  -------          -------            -----
                                                                  $  (894)         $ 1,189            $ 855
                                                                  =======          =======            =====
</TABLE>

                                       33

<PAGE>

             DIVERSIFIED CORPORATE RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                      (In Thousands Except Per Share Data)

10. Federal Income Taxes (continued)

         Temporary differences, which give rise to deferred tax assets and
liabilities, at December 31, 2001 and 2000, are as follows:
<TABLE>
<CAPTION>


                                                                         2001                                  2000
                                                         ---------------------------------     ---------------------------------
                                                                              Deferred Tax                          Deferred Tax
                                                                              ------------                          ------------
                                                         Deferred Tax Asset    Liabilities     Deferred Tax Asset    Liabilities
                                                         ------------------    -----------     ------------------    -----------
<S>                                                      <C>                  <C>              <C>                  <C>
Current:
   Net operating loss carryforward                             $   882              $   -               $149            $   -
   Reserves and accruals                                           289                  -                704                -
                                                               -------               -----              ----            -----
      Subtotal-current                                           1,171                  -                853                -

Non - current:
   Other basis differences principally related to
      property and equipment and intangibles                         -                 432                 -              409
   Reserves and accruals                                            11                   -                18                -
                                                               -------               -----              ----            -----
      Subtotal non-current                                          11                                    18              409
                                                               -------               -----              ----            -----
   Valuation allowance                                          (1,182)               (432)
                                                               =======               =====
Total                                                          $     -               $   -              $871           $  409
                                                               =======               =====              ====           ======


Net current                                                                                             $853
                                                                                                        ====

Net non-current                                                                                                        $  391
                                                                                                                       ======

Federal                                                                                                 $765           $  342
State                                                                                                     88               49
                                                                                                        ----           ------
Net current                                                                                             $853
                                                                                                        ====
Net non-current                                                                                                        $  391
                                                                                                                       ======

</TABLE>

         We have a federal net operating loss carryforward of approximately
$1,157 as of December 31, 2001, which, if unused, expires in 2021. We have a
various state net operating loss carryforwards totaling approximately $5,825 as
of December 31, 2001, which, if unused, expire in varying amounts over the next
20 years.

         As of December 31, 2001, because of the factors discussed in Footnote
No. 2, "Liquidity and Management Plans," we recorded a $750 valuation allowance
against the entire amount of the net deferred tax benefit in accordance with the
provisions of Statement of Financial Accounting Standards Board No. 109,
"Accounting for Income Taxes."

11. Concentration of Credit Risk

         The majority of our revenue is generated from staffing services
provided to the following industries; Telecommunications (primarily regional
Bell operating companies, local exchange carriers, competitive local exchange
carriers and wireless communications), High Technology, Manufacturing, State
Governmental Agencies, Financial Services and Health Care. Of these,
Telecommunications represents the largest, accounting for approximately 45% of
all 2001 revenue earned.

         We maintain cash on deposit in interest bearing accounts, which, at
times, exceed federally insured limits. We have not experienced any losses on
such accounts and believe we are not exposed to any significant credit risk on
cash and cash equivalents.

         Net service revenues from one customer represented approximately 12%,
13% and 12% of total staffing services revenues in 2001, 2000 and 1999,
respectively. Accounts receivable from this customer and one other represented
approximately 17% and 11%, respectively, of total accounts receivable at
December 31, 2001.

12. Related Party Transactions

         On April 21, 2002,  we entered  into an agreement  with our Chairman
and Chief Executive Officer, J. Michael Moore, ("Mr. Moore") and with DCRI L.P.
No. 2, Inc., a Texas corporation ("LP No. 2") which is controlled by Mr. Moore,
pursuant to which Moore and LP No. 2 both executed promissory notes to the
Company in the amount of $105 and $289, respectively. Such notes relate to
advances previously made by the Company in 2001, 2000 and 1999 in the amounts if
$0, $345, and $72, respectively. These notes bear interest at prime plus 0.125%
The majority of these advances amounts were related to litigation associated
with a lawsuit with Ditto Properties Company. The Moore note is secured by a
first lien on twenty five thousand (25) shares of our common stock and shares of


                                       34

<PAGE>


             DIVERSIFIED CORPORATE RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                      (In Thousands Except Per Share Data)

12. Related Party Transactions (continued)

common stock in a private corporate in which Mr. Moore is a large shareholder
and a director. The LP No. 2 note is secured by the personal guarantee of Mr.
Moore and involves the commitment of LP No. 2 to deliver to the Company a lien
on four hundred forty six thousand (446) shares of our common stock at such time
as such shares have become unencumbered by other liens. At this time, these
shares are encumbered by secured liens of two banks which have made loans to LP
No. 2 which Mr. Moore has also personally guaranteed. Prior to the Company
entering into the April 21, 2002 agreement, the Company had a second lien on
such shares and Mr. Moore had an agreement with the Company whereby he would
repay us the amount of the advances made to LP No. 2 and interest. The aggregate
principal balance of the bank loans to LP No. 2 exceeded the market value of the
shares of stock pledged to secure such loans. In addition, as discussed more
fully in footnote No. 2, "Liquidity and Management Plans," the shares of stock
pledge by Mr. Moore against the Moore note are also pledged by Mr. Moore for a
note purchase agreement with Compass Bank. We believe, based upon financial
information provided by Mr. Moore, that Mr. Moore has the available resources to
satisfy the obligations to us.

         As of April 21, 2002, Mr. Moore and LP No. 2 were current with the
repayment provisions of their agreements with us related to the loans made to
Mr. Moore and LP No. 2. In addition, pursuant to the aforesaid agreements, Mr.
Moore and LP No. 2 are to pay the Company interest quarterly and at least $50 in
principal each March 31 beginning in 2003. The $50 principal payment for 2001
was paid in March 2002.

         In January 1999, we entered into (a) a note purchase agreement (the
"Agreement") with Compass Bank (the "Bank"), and DCRI LP No. 2, Inc., a Texas
corporation (the "Borrower"), which is principally owned by Mr. Moore, pursuant
to which we agreed to purchase from the Bank, in the event of a default by the
Borrower and Mr. Moore (as guarantor), the following: (i) two promissory notes
(collectively the "Notes") executed by the Borrower payable to the Bank in the
principal amount of $500 and (ii) all instruments collateralizing repayment of
the Notes, including without limitation, a pledge agreement related to 168.5
shares of our common stock which are owned by the Borrower as collateral for the
Notes, and (b) a bank transaction agreement (the "Related Agreement") with the
Borrower and Mr. Moore, which obligated the Borrower and/ or Mr. Moore to (i)
pledge to our Company an additional 50 shares (subsequently reduced to 25
shares) of the common stock to collateralize our Company under the terms of both
the Agreement and the Related Agreement, (ii) pay our Company for entering into
the Agreement by conveying to our Company 5 shares of common stock which are
owned by the Borrower, and (iii) waive the right of Mr. Moore to exercise
options to purchase, at $2.50 per share, 5 shares of common stock pursuant to
options previously granted to Mr. Moore by our Company. See Footnote No. 2,
"Liquidity and Management Plans" for the current status of these Notes. The
proceeds from the loans evidenced by the Notes have been partially advanced by
the Bank and have been used in part to fund Mr. Moore's purchase, at $2.50 per
share (for an aggregate amount of $181), of 72.5 shares of common stock pursuant
to exercising stock options previously granted to him by our Company. The
aforementioned transactions have been approved by both the Board of Directors
and the Audit Committee of the Board of Directors of our Company. In connection
with the exercise of the options, we loaned Mr. Moore approximately $23 to cover
his income tax liability associated with this transaction. Such amounts are
classified as receivable from related parties and have been deducted from
stockholders' equity.

         Pursuant Technologies Inc., previously More-O Corporation ("Pursuant"),
of which Mr. Moore and Samuel E. Hunter, a director of our Company, are minority
shareholders and directors, paid us $0, $20 and $15 for the sub-lease of office
space in 2001, 2000 and 1999, respectively. In addition, in 2001, we paid to
Pursuant, $92, for web site development and Pursuant front office software user
license fees.

         On July 17, 1998, M. Ted Dillard ("Mr. Dillard"), our Company's
President until March 14, 2001, exercised options to purchase 84 shares of our
Company's common stock for an aggregate purchase price of $257. The purchase
price was paid with 7.5 shares (acquired in 1997) of our common stock valued at
$90 (based upon the closing price of our common stock on July 16, 1998), and the
remainder was paid in cash. In connection with this transaction we loaned Mr.
Dillard approximately $149, which was subsequently reduced to approximately $90
(the "Tax Loan") to cover his income tax liability associated with the
transaction. The Tax Loan bears interest at the applicable federal rate, the
interest is payable quarterly, is collateralized by 20,000 shares of our common
stock and is due July 17, 2003. In addition, on October 12, 1998, our Board of
Directors approved a loan to Mr. Dillard of approximately $125 (the "Company
Loan"). The Company Loan bears interest at 8%, which interest is payable
quarterly, is collateralized by 43.4 shares of our common stock and is due July
17, 2003. The Tax Loan and the Company loan are classified as receivables from
related party in our consolidated balance sheet and have been deducted from
stockholders' equity.

         Ms. Deborah Farrington, a non-employee director of our Company was paid
a monthly fee of $4 pursuant to a consultant agreement with our Company.
Pursuant to this agreement, Ms. Farrington is compensated for identifying
potential acquisition candidates on behalf of our Company.

         Interest income from related parties amounted to approximately $48,
$18, and $16 in fiscal 2001, 2000 and 1999, respectively.

                                       35

<PAGE>

             DIVERSIFIED CORPORATE RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                      (In Thousands Except Per Share Data)

13. Employee Benefit Plan

     In 1993, we implemented a 401(K) plan for the benefit of its employees.
Company contributions to the plan in 2001, 2000 and 1999 totaled approximately
$113, $119, and $119, respectively. Beginning in January 1998 our matching
contributions are used to purchase our common stock. In March 2002, the Company
amended the plan to permit participants in the plan to have the right, at any
time or times, to request that the plan sell all or any of the shares of DCRI
stock which have been allocated to such participant.

14. Commitments and Contingencies

     Operating and Capital Leases

     We rent office space under various operating leases. We also lease certain
furniture and equipment under capital leases. Certain of the operating leases
have escalating rent payments. We are liable for the future minimum lease
payments for the periods subsequent to December 31, 2001 as follows:

Year                                             Operating Leases Capital Leases
----                                             ---------------- --------------
2002                                                       $1,514           $ 99
2003                                                        1,478            120
2004                                                          923              -
2005                                                          635              -
2006                                                          608              -
There after                                                 3,346              -
                                                           ------          -----
Total                                                      $8,504          $ 219
                                                           ======          =====

     Rent expense was approximately $2,495, $2,368 and $2,267 for the years
ended December 31, 2001, 2000 and 1999, respectively.

     In 1996, a lawsuit was filed by Ditto Properties Company ("DPC") against
DCRI L.P. No. 2 ("L.P. No. 2"), which is controlled by Mr. Moore. Mr. Moore and
the Company were also initially named as garnishees in the lawsuit (the "Ditto
Litigation") with respect to 899.2 shares (the " LP Shares") of common stock
(the "Common Stock") of the Company which were the subject matter of a series of
transactions in 1993 (collectively referred to herein as the "1993
Transactions") which ultimately resulted in the LP Shares being conveyed by DPC
to L.P. No. 2. Subsequent to the initial filing of the litigation by DPC, Mr.
Moore was added as a defendant in such proceedings, and F. Scott Otey ("Otey")
and Jeffery Loadman ("Loadman") intervened as parties to the litigation involved
(herein referred to as the "Ditto Litigation").

     On April 12, 2001, DPC and Donald R. Ditto Sr. ("Ditto") filed an amended
petition in the Ditto Litigation and specifically named the Company as a
defendant in such lawsuit. The venue for the Ditto Litigation is the District
Court of Dallas County, Texas, 298th Judicial District (the "Court").

     In the Ditto Litigation, DPC, Ditto, Otey and Loadman are seeking, among
other things, each of the following: (a) a rescission of the 1993 Transactions
thereby entitling DPC to title, ownership and possession of the LP Shares, (b)
the imposition of a constructive trust upon the LP Shares for the benefit of
DPC, (c) a declaratory judgement declaring, among other things, (i) that DPC is
entitled to title, ownership and possession in and to the LP Shares and to 0.25
shares of common stock of L.P. No. 2 (the "Collateral Shares"), and (ii) that
any transfers of the LP Shares by L.P. No. 2 was improper and void ab initio,
(d) a judicial foreclosure order transferring ownership of the LP Shares and the
Collateral Shares to DPC, (e) garnishment of the LP Shares and the Collateral
Shares, (f) a temporary restraining order and permanent injunction related to
the LP Shares and the Collateral Shares, (g) an accounting with respect to the
LP Shares, and (h) damages as below summarized based upon numerous claims
including breach of contract, tortious interference with contractual relations,
breach of fiduciary duty, statutory fraud, common law fraud and fraud in the
inducement. In connection with these claims, DPC, Ditto, Otey and Loadman
contend, among other things, that (i) the Company, Mr. Moore, L.P. No. 2,
U.S.F.G./DHRG L.P. No. 1, a partnership that previously owned the LP Shares and
that is a party to the Ditto Litigation (the "Partnership"), and others
committed acts constituting fraud upon DPC, Ditto, Otey and Loadman, in
connection with the LP Shares, the 1993 Transactions, and in other respects, and
(ii) DPC, Ditto, Otey and Loadman are entitled to recover from the Company, Mr.
Moore, L.P. No. 2, and the Partnership, jointly and severally, compensatory
damages in the amount of at least $6.5 million punitive and exemplary damages
totaling at least $26.1 million interest on the amount of damages incurred,
legal fees and attorney fees. At this time, the trial date for the Ditto
Litigation is now scheduled for August 19, 2002.

                                       36

<PAGE>

             DIVERSIFIED CORPORATE RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                      (In Thousands Except Per Share Data)

14. Commitments and Contingencies (continued)

     In connection with the Ditto Litigation, the following actions have
occurred: (a) on October 24, 1996, certain of the parties to the Ditto
Litigation entered into an Agreed Temporary Order pursuant to which L.P. No. 2
agreed to deliver to a Special Master, to be designated pursuant to the Agreed
Temporary Order, the LP Shares or $1.5 million in cash (the "Cash Escrow
Amount"), (b) in October, 1996, the Company, L.P. No. 2 and Mr. Moore filed a
lawsuit against DPC and Ditto seeking damages and reimbursement of expenses
alleging, among other things, that DPC and Ditto interfered with Company
transactions and proposed financing resulting in lost opportunities, lost
profits and significant damages, (c) Ditto has previously filed a third lawsuit
against Moore and one of the entities controlled by Moore in connection with
certain oil and gas activities involving the parties to the litigation, (d)
ultimately all of the foregoing lawsuits were combined into one proceeding in
the Court), (e) on June 25, 1997, the Court granted a summary judgment to L.P.
No. 2 with respect to the claim that DPC is entitled to a rescission of the 1993
Transactions, (f) in July, 1997 L.P. No. 2 delivered to the Special Master the
Cash Escrow Amount, (g) subsequent to June, 1997, certain of the LP Shares have
been sold by or for the benefit of L.P. No. 2 (h) all of the LP Shares owned by
L.P. No. 2 have been pledged to secure indebtedness obligations of L.P. No. 2,
including indebtedness owed to the Company, and (i) pursuant to agreements
involving L.P. No. 2 and DPC, the Cash Escrow Amount has been reduced from the
original amount of $1.5 million to approximately $0.6 million.

     In the past, the Company has incurred legal fees on its own behalf and has
funded certain of the legal fees and expenses of Mr. Moore and/or L.P. No. 2 in
connection with the Ditto Litigation. As the result of the Company being named
as a defendant in such case, in 2001 the Company, Mr. Moore and L.P. No. 2
decided that the Company should have separate counsel from Mr. Moore and L.P.
No. 2. The Board of Directors of the Company (a) approved the payment to Mr.
Moore of up to $0.25 million to fund legal fees and expenses anticipated to be
incurred by Mr. Moore, L.P. No. 2 and No. 1 in the Ditto Litigation, (b)
authorized the Company to enter into an Indemnification Agreement with each of
the officers and directors of the Company pursuant to which these individuals
will be indemnified in connection with matters related to the Ditto Litigation;
the form of these Indemnification Agreements, including the Moore
Indemnification Agreement is filed as Exhibit 10.2 to our Form 10Q for the first
quarter ended March 31, 2001 (such exhibit is hereby incorporated by reference),
and (c) approved an amendment to the Bylaws of the Company to require the
Company to indemnify its present and former officers and directors to the full
extent permitted by the laws of the state of Texas, in connection with any
litigation in which such persons became a party subsequent to March 29, 2001 and
in which such persons are involved in connection with performing their duties as
an officer or director of the Company. Through March 31, 2002, the Company has
expended approximately $0.2 million (in connection with the aforesaid $0.25
million to be paid to or for the benefit of Mr. Moore) on behalf of Mr. Moore in
the defense of the Ditto matter. Since engaging its own counsel in connection
with the Ditto Litigation, the Company has paid for the legal fees and expenses
of our counsel. No amount of loss reserves has been established by the Company
in connection with the Ditto Litigation because management of the Company does
not believe that the amount of any damage claims against the Company in
connection with the Ditto Litigation should adversely impact our financial
position or results of operation.

     We are also involved in certain other litigation and disputes not noted.
With respect to these matters, management believes the claims against us are
without merit and has concluded that the ultimate resolution of such will not
have a material effect on our consolidated financial position or results of
operations.

15. Non-Cash Investing and Financing Activities

     In connection with the Mountain acquisition in 1999, we incurred deferred
payment obligations of $1,770, the present value of which was approximately
$1,481, and issued 75 shares of common stock valued at $278.

     In connection with the Datatek acquisition in 2000, we incurred deferred
payment obligations of $683, the present value of which was approximately $570
and issued 75 shares of common stock valued at $188.

     In 2000, we incurred capital lease obligations totaling approximately $355
to finance the purchase of computer equipment.

     Additionally, in 2000, we issued 26.662 shares of common stock valued at
$67 as acquisition costs related to the Mountain and Datatek acquisitions

                                       37

<PAGE>

             DIVERSIFIED CORPORATE RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                      (In Thousands Except Per Share Data)

16. Discontinued Operations

     In December 1999, we sold all of the assets of the Geier Assessment and
Performance Systems, Inc. (GAPS) to the former owner and managers of the GAPS
operations. GAPS was engaged in developing software for use in testing and
improving the work performance of our employees, and clients' employees. The
sales price was in the form of a $200 promissory note, payable over a ten year
time period, and a royalty of four percent from the sale of certain GAPS
proprietary software. We recognized a loss on disposal of $394 (before income
tax benefits of $152), including an allowance for the full amount of the
promissory note, on the sale of GAPS in December 1999.

     On December 31, 1999, our Board of Directors approved a plan whereby we
would place our remaining training business assets (Train) for sale. Train has
historically provided information technology training to our clients' employees
and our applicant pool on a fee basis. In connection with the plan to dispose of
Train, we recorded, in 1999, a loss of $589 (before income tax benefits of
$226), which included a provision for estimated operating losses through the
date of disposal. In 2000, we recorded an additional loss of $135 (before income
tax benefits of $54) for additional estimated losses. The loss before income
taxes for the year ended December 31, 2000 of approximately $287 was recorded
against these estimated loss reserves.

     Effective February 1, 2001, we sold the operations of Train to a company
owned by the former manager of Train. The sale price is in the form of a royalty
of four and one-half percent of all training services performed by such company
for three years following the close. No gain or loss was recognized on the sale.

     The results of operations and remaining operating assets and liabilities of
GAPS and Train have been presented as discontinued operations and are summarized
below:

     Results of operations for discontinued operations are as follows:

                                                        2000             1999
                                                        ----             ----

Net service revenue                                   $ 1,869          $ 1,499
Cost of sales                                           1,571            1,295
                                                      -------          -------
   Gross margin                                           298              204
Selling, general and administrative expenses              559            1,328
Other income and (expenses)                               (26)             (14)
                                                      -------          -------
Loss before income taxes                                 (287)          (1,138)
Income tax benefit                                        106              438
                                                      -------          -------
Net loss                                              $  (181)         $  (700)
                                                      =======          =======
Accounts receivable and other                         $   319          $   260
                                                      =======          =======
Accounts payable and accrued expenses                 $   140          $   241
                                                      =======          =======

17. Restructuring and Severance Expenses

     On March 14, 2001, upon the resignation of our former President, Mr. Ted
Dillard, the Company and Mr. Dillard entered into a Severance Agreement and
Mutual Release ("Severance Agreement"). The Severance Agreement, among other
things, calls for: (a) severance to Mr. Dillard of $210 payable in twenty-four
equal semi-monthly installments beginning March 15, 2001; (b) accelerated
vesting of options to purchase 5,556 shares of our Common Stock that were due to
vest on March 31, 2001; (c) extension of the time that Mr. Dillard may exercise
any of his vested stock options until December 31, 2002 (subject to the
provisions of the plans under which such options were granted); and (d)
extension of the maturity date of a loan by the Company from October 12, 2001
until July 17, 2003. The total cost of the Severance Agreement (including legal
and professional fees and a $10 consulting fee paid to Samuel E. Hunter, a
director of the Company) is approximately $339 and was expensed in the first
quarter of 2001. In addition, through March 31, 2001, we incurred approximately
$100 in severance expenses related to a reduction in our workforce as a result
of the downturn in the economy.

     In addition in the fourth quarter of 2001, we recorded an accrual for an
additional $50 in severance expenses related to another reduction in our
workforce and expensed approximately $213 related to real estate leases in space
we no longer occupy. We also incurred approximately $89 (including $53 for the
value of warrants issued to Roth Capital) in legal and professional fees related
to the evaluation of financing and restructuring strategies.

     The aggregate effect of these significant fourth quarter adjustments along
with the provision for an allowance for deferred income taxes was approximately
$1,100.

                                       38

<PAGE>


                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and Board of Directors of
Diversified Corporate Resources, Inc.:

     Our report on the consolidated financial statements of Diversified
Corporate Resources, Inc. and subsidiaries as of December 31, 2001 and for the
year then ended, which contains an explanatory paragraph on the Company's
ability to continue as a going concern, is included on page 19. In connection
with our audit of such consolidated financial statements, we have also audited
the accompanying financial statement schedule for the year ended December 31,
2001 on page 41.

     In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information required to be
included therein.

WEAVER AND TIDWELL, L.L.P.

Dallas, Texas
April 22, 2002

                                       39

<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS

      Report of Independent Accountants on the Financial Statement Schedule

To the Board of Directors
of Diversified Corporate Resources, Inc.:

Our audits of the consolidated financial statements referred to in our report
dated March 30, 2001 appearing in the 2001 Annual Report on Form 10-K of
Diversified Corporate Resources, Inc. also included an audit of the financial
statement schedule listed in the accompany index. In our opinion, the financial
statement schedule presents fairly, in all material respects, the information
set forth therein when read in conjunction with the related consolidated
financial statements.

PricewaterhouseCoopers LLP

Dallas, Texas
March 30, 2001

                                       40

<PAGE>

             DIVERSIFIED CORPORATE RESOURCES, INC. AND SUBSIDIARIES

Schedule II:      Valuation and Qualifying Accounts for the Three Years Ended
                              December 31, 2001, 2000 and 1999

<TABLE>
<CAPTION>

                                                                      Balance    Provisions    Provisions
                                                       Balance at     Acquired     Charged     Charged to                 Balance at
                                                       Beginning      Through     to Costs &    Revenues                   End of
                                                       Of Period    Acquisitions   Expenses       (1)       Deductions     Period
                                                       ---------    ------------   --------     --------    ----------     -------
<S>                                                    <C>            <C>        <C>         <C>          <C>          <C>
For the Year Ended December 31, 1999:
   Trade accounts receivable allowances                $  734,000    $ 21,000     $ 333,000    $ 3,131,000  $ 3,214,000  $1,005,000
   Reserve for estimated losses from
    discontinued operations                            $        -    $      -     $ 450,000    $         -  $         -  $  450,000
For the Year Ended December 31, 2000:
   Trade accounts receivable allowances                $1,005,000    $  8,000     $ 567,000    $ 3,930,000  $ 4,192,000  $1,318,000
   Reserve for estimated losses from
    discontinued operations                            $  450,000    $      -     $ 135,000    $         -  $   270,000  $  315,000
For the Year Ended December 31, 2001:
   Trade accounts receivable allowances                $1,318,000    $      -     $ 138,000    $ 1,829,000  $ 2,945,000  $  340,000
   Reserve for estimated losses from
    discontinued operations                            $  315,000    $      -     $       -    $        -   $   315,000  $        -
   Valuation allowance for net deferred tax asset      $        -    $      -     $ 750,000    $        -   $         -  $  750,000
</TABLE>

(1)  Estimated reduction in revenues for applicants who accepted employment, but
     did not start work or did not remain in employment for the guaranteed
     period.




                                       41

<PAGE>

                                INDEX TO EXHIBITS

Exhibit
Number    Description
------    -----------

2.1       Asset Purchase Agreement, dated as of October 7, 1998, between our
          Company, DCRI Acquisition Corporation, Texcel, Inc., Texcel Technical
          Services, Inc., Thomas W. Rinaldi, Gary E. Kane, Paul J. Cornely and
          Deborah A. Jan Francisco; (schedules have been omitted pursuant to
          Regulation S-K 601(b)(2)). (Incorporated by reference to Exhibit 2.1
          of our Form 8-K filed on October 21, 1998.)

2.2       Purchase Agreement, by and between our Company and the Shareholders
          of Mountain, LTD.(TM)(The schedules have been omitted pursuant to
          Regulation S-K 601(b) (2). (Incorporated by reference from Exhibit
          10.3 to our Form 10Q filed on August 16, 1999)

2.3       Purchase Agreement, dated as of March 6, 2000, by and among
          Diversified Corporate Resources, Inc., Datatek Consulting Group
          Corporation, Datatek Corporation, Julia L. Wesley and Michael P.
          Connolly. (The Schedules have been omitted pursuant to Regulation S-K
          601 (b)(2). (Incorporated by reference from Exhibit 2.1 to our
          Form 8-K filed on March 7, 2000)

3.1       Articles of Incorporation of our Company as amended (Incorporated by
          reference from Exhibit 3(a) to our Registration Statement on Form S-18
          (Reg. No. 33-760 FW))

3.2       Bylaws of our Company (Incorporated by reference from Exhibit 3(b) to
          our Registration Statement on Form S-18 (Reg. No. 33-760 FW))

3.3       Amendment No. 1 to Bylaws of our Company (Incorporated by reference to
          Exhibit 3.4 of our Form 10Q filed on May 15, 1998)

3.4       Amendment No. 2 to Bylaws of our Company (Incorporated by reference to
          Exhibit 3.1 of our Form 10Q filed on November 16, 1998)

3.5       Amendment No. 3 to Bylaws of our Company (Incorporated by reference to
          Exhibit 3.4 of our Form 10K filed on March 30, 1999)

3.6       Amendment No. 4 to Bylaws of our Company (Incorporated by reference to
          Exhibit 3.6 of our Form 10K filed on March 30, 2001)

4.1       Form of Certificate of Designation for Designating Series A Junior
          Participating Preferred Stock, $.10 par value (Incorporated by
          reference to Exhibit A of Exhibit 4.1 of our Form 8-K filed on May 8,
          1998)

4.2       Rights Agreement, dated as of May 1, 1998, between our Company and
          Harris Trust and Savings Bank which includes the form of Certificate
          of Designation for Designating Series A Junior Participating Preferred
          Stock, $.10 par value, as Exhibit A, the form of Right Certificate as
          Exhibit B and the Summary of Rights to Purchase Series A Junior
          Participating Preferred Stock as Exhibit C. (Incorporated by reference
          to Exhibit 4.1 of our Form 8-K filed on May 8, 1998)

4.3       Form of Common Stock Warrant (Incorporated by reference from
          Exhibit 1.2 to our Amendment No. 1 to our Registration Statement on
          Form S-1 (Reg. No. 333-31825))

4.4       Amended and Restated 1996 Nonqualified Stock Option Plan of our
          Company, effective as of December 28, 1996 (Incorporated by reference
          from Exhibit 10(z)(21) to our Form 10-K for the year ended
          December 31, 1996)

4.5       Amendment No. 1 to our Amended and Restated 1996 Nonqualified Stock
          Option Plan (Incorporated by reference to Exhibit 10.5 of our Form 10Q
          filed on May 15, 1998)+

4.6       1998 Nonqualified Stock Option Plan, effective as of January 1, 1998
          (Incorporated by reference to Exhibit 10.14 of our Form 10Q filed on
          May 15, 1998)+

4.7       1998 Non-employee Director Stock Option Plan, effective as of
          December 9, 1998 (Incorporated by reference to Exhibit 4.7 of our Form
          10K filed on March 30, 1999)+

4.8       First Amendment to Rights Agreement (Incorporated by reference from
          Exhibit 10.5 to our Form 10Q filed on August 16, 1999)

10.1      Stock Option Agreement between our Company and J. Michael Moore,
          executed May 15, 1997 (Incorporated by reference from Exhibit 4.10 to
          our Form S-8 (Reg. No. 333-27867) filed on May 27, 1997)+

10.2      Stock Option Agreement between our Company and M. Ted Dillard,
          executed May 15, 1997 (Incorporated by reference from Exhibit 4.10 to
          our Form S-8 (Reg. No. 333-27867) filed on May 27, 1997)+

10.3      First Amendment to Amended and Restated Stock Option Agreement between
          our Company and J. Michael Moore effective September 30, 1998
          (Incorporated by reference to Exhibit 10.4 of our Form 10K filed on
          March 30, 1999)+

10.4      First Amendment to Amended and Restated Stock Option Agreement between
          our Company and M. Ted Dillard effective September 30, 1998
          (Incorporated by reference to Exhibit 10.5 of our Form 10K filed on
          March 30, 1999)+

10.5      Stock Option Agreement between our Company and J. Michael Moore
          effective as of April 29, 1998 (Incorporated by reference to
          Exhibit 10.6 of our Form 10K filed on March 30, 1999)+

10.6      Stock Option Agreement between our Company and M. Ted Dillard
          effective as of April 29, 1998 (Incorporated by reference to Exhibit
          10.7 of our Form 10K filed on March 30, 1999)+

                                       42

<PAGE>

10.7      Amendment to Stock Option Agreement (Pricing Amendment) for J. Michael
          Moore effective as of October 23, 1998 (Incorporated by reference to
          Exhibit 10.9 of our Form 10K filed on March 30, 1999)++

10.8      Amendment to Stock Option Agreement (Pricing Amendment) for M. Ted
          Dillard effective as of October 23, 1998 (Incorporated by reference to
          Exhibit 10.10 of our Form 10K filed on March 30, 1999)+

10.9      Stock Option Agreement between our Company and Samuel E. Hunter,
          executed May 15, 1997 (Incorporated by reference from Exhibit 4.10 to
          our Form S-8 (Reg. No. 333-27867) filed on May 27, 1997)+

10.10     First Amendment to Stock Option Agreement between our Company and
          Samuel E. Hunter, effective March 20, 1998 (Incorporated by reference
          to Exhibit 10.13 of our Form 10Q filed on May 15, 1998)+

10.11     Stock Option Agreement between our Company and Deborah A. Farrington,
          effective November 13, 1997 (Incorporated by reference to
          Exhibit 10.12 of our Form 10Q filed on May 15, 1998)+

10.12     Stock Option Agreement (1998) Re: Hunter between our Company and
          Samuel E. Hunter effective as of April 29, 1998 (Incorporated by
          reference to Exhibit 10.16 of our Form 10K filed on March 30, 1999)+

10.13     Stock Option Agreement (1998) Re: Farrington between our Company and
          Deborah A. Farrington effective as of April 29, 1998 (Incorporated by
          reference to Exhibit 10.17 of our Form 10K filed on March 30, 1999)+

10.14     Stock Option Agreement (1998) Re: Allen between our Company and
          A. Clinton Allen effective as of April 29, 1998 (Incorporated by
          reference to Exhibit 10.18 of our Form 10K filed on March 30, 1999)+

10.15     Partial Option Termination Agreement Re: Hunter between our Company
          and Samuel E. Hunter effective December 9, 1998 (Incorporated by
          reference to Exhibit 10.19 of our Form 10K filed on March 30, 1999)+

10.16     Partial Option Termination Agreement Re: Farrington between our
          Company and Deborah A. Farrington effective December 9, 1998
          (Incorporated by reference to Exhibit 10.20 of our Form 10K filed on
          March 30, 1999)+

10.17     Partial Option Termination Agreement Re: Allen between our Company and
          A. Clinton Allen effective December 9, 1998 (Incorporated by reference
          to Exhibit 10.21 of our Form 10K filed on March 30, 1999)+

10.18     Directors Option Agreement Re: Hunter between our Company and Samuel
          E. Hunter effective as of December 9, 1998 (Incorporated by reference
          to Exhibit 10.22 of our Form 10K filed on March 30, 1999)+

10.19     Directors Option Agreement Re: Farrington between our Company and
          Deborah A. Farrington effective as of December 9, 1998 (Incorporated
          by reference to Exhibit 10.23 of our Form 10K filed on March 30,
          1999)+

10.20     Directors Option Agreement Re: Allen between our Company and
          A. Clinton Allen effective as of December 9, 1998 (Incorporated by
          reference to Exhibit 10.24 of our Form 10K filed on March 30, 1999)+

10.21     Form of Stock Option granted to certain employees of our Company,
          effective November 13, 1997 (Incorporated by reference to
          Exhibit 10.10 of our Form 10Q filed on May 15, 1998)+

10.22     Form of Stock Option Agreements, dated as of October 8, 1998, between
          our Company and certain non-shareholder employees of DCRI Acquisition
          Corporation (Incorporated by reference to Exhibit 10.2 of our Form 8-K
          filed on October 21, 1998)+

10.23     Indemnification Agreement (Incorporated by reference to Exhibit 10.2
          of our Form 10Q filed on May 15, 2001)

10.24     Employment Agreement, effective July 9, 2001, between the Company and
          James E. Filarski (Incorporated by reference to Exhibit 10.2 of our
          Form 10Q filed on August 17, 2001)+

10.25     Amended and Restated Employment Agreement dated as of November 1, 2001
          between the Company and J. Michael Moore (Incorporated by reference to
          Exhibit 10.1 of our Form 10Q filed on November 14, 2001)+

10.26     Amended and Restated Employment Agreement dated as of November 1, 2001
          between the Company and Anthony G. Schmeck (Incorporated by reference
          to Exhibit 10.2 of our Form 10Q filed on November 14, 2001)+

10.27     Stock Option Agreement between the Company and J. Michael Moore, dated
          April 26, 2001 *+

10.28     Stock Option Agreement between the Company and Anthony G. Schmeck,
          dated April 26, 2001 *+

10.29     Stock Option Agreement between the Company and J. Michael Moore, dated
          December 31, 2001 *+

10.30     Stock Option Agreement between the Company and Anthony G. Schmeck,
          dated December 31, 2001 *+

10.31     Stock Option Agreement between the Company and James E. Filarski,
          dated December 31, 2001 *+

10.32     Note Receivable dated June 22, 1998, between our Company and J.
          Michael Moore (Incorporated by reference to Exhibit 10.2 of our
          Form 10Q filed on August 13, 1998)

10.33     Note Receivable effective July 17, 1998, between our Company and
          M. Ted Dillard (Incorporated by reference to Exhibit 10.3 of our Form
          10-Q filed on November 16, 1998)

10.34     Note Receivable effective July 17, 1998, between our Company and
          M. Ted Dillard (Incorporated by reference to Exhibit 10.4 of our Form
          10-Q filed on November 16, 1998)


10.35     Security Agreement effective July 17, 1998, between our Company and
          M. Ted Dillard (Incorporated by reference to Exhibit 10.5 of our Form
          10-Q filed on November 16, 1998)

10.36     Security Agreement effective October 12, 1998, between our Company and
          M. Ted Dillard (Incorporated by reference to Exhibit 10.6 of our
          Form 10-Q filed on November 16, 1998)

10.37     Consulting Agreement effective May 12, 1998 between our Company and
          Deborah A. Farrington (Incorporated by reference to exhibit 10.7 of
          our Form 10-Q filed on November 16, 1998)

10.38     Note Purchase Agreement dated as of January 12, 1999 among our
          Company, Compass Bank and DCRI LP No. 2 Inc. (Incorporated by
          reference to Exhibit 10.1 of our Form 8-K filed on January 28, 1999)

10.39     Pledge Agreement dated as of January 12, 1999 between Compass Bank and
          DCRI LP No. 2, Inc. (Incorporated by reference to Exhibit 10.2 of our
          Form 8-K filed on January 28, 1999)

                                       43

<PAGE>

10.40     Bank Transaction Agreement dated as of January 12, 1999 among our
          Company, DCRI LP No. 2, Inc. and J. Michael Moore (Incorporated by
          reference to Exhibit 10.3 of our Form 8-K filed on January 28, 1999)

10.41     Loan and Security Agreement, by and between Management Alliance
          Corporation, Information Systems Consulting Corporation, Datatek
          Consulting Group Corporation, Texcel Services Inc. and Mountain Ltd.
          and General Electric Capital Corporation (Incorporated by reference
          from Exhibit 10.1 to our Form 10Q filed on August 10, 2000).

10.42     Severance and Mutual Release, by and between  our Company and M. Ted
          Dillard (Incorporated by reference to Exhibit 10.1 of our Form 8-K
          filed on March 27, 2001)+

10.43     Security Agreement effective September 18, 2000, between our Company
          and J. Michael Moore (Incorporated by reference to Exhibit 10.43 of
          our Form 10-K filed on March 30, 2001)

10.44     Amendment No. 1 to Security Agreement effective March 30, 2001,
          between our Company, J. Michael Moore and DCRI L.P. No. 2, Inc.
          (Incorporated by reference to Exhibit 10.44 of our Form 10-K filed on
          March 30, 2001)

10.45     Agreement effective March 30, 2001 between our Company, J. Michael
          Moore and DCRI L.P. No. 2, Inc. (Incorporated by reference to Exhibit
          10.45 of our Form 10-K filed on March 30, 2001)

10.46     Stock Option Agreement between the Company and James E. Filarski,
          dated August 9, 2001 *+

10.47     Amendment to Stock Option Agreement for Samuel E. Hunter dated
          August 9, 2001 *+

10.48     Amendment to Stock Option Agreement for J. Michael Moore dated
          August 9, 2001 *+

10.49     Directors Option Agreement (2000) between the Company and A. Clinton
          Allen effective as of January 1, 2000 *+

10.50     Directors Option Agreement (2001) between the Company and A. Clinton
          Allen effective as of January 1, 2001 *+

10.51     Directors Option Agreement (2000) between the Company and Deborah A.
          Farrington effective as of January 1, 2000 *+

10.52     Directors Option Agreement (2001) between the Company and Deborah A.
          Farrington effective as of January 1, 2001 *+

10.53     Directors Option Agreement (2000) between the Company and Samuel E.
          Hunter effective as of January 1, 2000 *+

10.54     Directors Option Agreement (2001) between the Company and Samuel E.
          Hunter effective as of January 1, 2001 *+

10.55     Office Lease Agreement *

10.56     Agreement between the Company, DCRI L.P. No. 2, Inc. and J. Michael
          Moore effective as of April 21, 2002 *

21        List of Subsidiaries*

23.1      Consent of  PricewaterhouseCoopers LLP*

23.2      Consent of  Weaver and Tidwell, LLP*

(* Filed herewith)

(+ Compensation plan, benefit plan or employment contract or arrangement)




                                       44

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.27
<SEQUENCE>3
<FILENAME>dex1027.txt
<DESCRIPTION>STOCK OPTION AGREEMENT-MOORE APRIL 26
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.27

J. Michael Moore                                        Number of Shares 100,000

                            NONQUALIFIED STOCK OPTION
                                    UNDER THE
                      DIVERSIFIED CORPORATE RESOURCES, INC.
                       1998 NONQUALIFIED STOCK OPTION PLAN

     THIS AGREEMENT is executed by Diversified Corporate Resources, Inc., a
Texas corporation (herein called "Company") to evidence the grant to J. Michael
Moore (herein called "Optionee") of a stock option effective as of April 26,
2001.

     WHEREAS, the Optionee is an key employee of the Company; and

     WHEREAS, the Optionee has been granted an option to purchase shares of
common stock, par value $.10 per share (the "Common Stock"), of the Company
pursuant to the Company's 1998 Amended and Restated Nonqualified Stock Option
Plan, as amended (the "Plan"); and

     WHEREAS, the Company considers it desirable and in its best interests that
Optionee be given an opportunity to acquire an additional equity interest in the
Company in the form of an option to purchase shares of the Common Stock; and

     WHEREAS, this Option is granted under, and pursuant to the terms of the
Plan.

     NOW, THEREFORE, in consideration of the premises, it is agreed as follows:

     1. GRANT OF OPTION. The Company shall and does hereby grant to Optionee the
        ---------------
option (the "Option") to purchase 100,000 shares (the "Shares") of Common Stock
for the price per share in the manner and subject to the conditions hereinafter
provided.

     2. TIME OF EXERCISE, VESTING AND EXERCISE PRICE OF OPTION. Subject to the
        ------------------------------------------------------
terms hereof, the Option herein granted must be exercised in whole or in part at
any time or times prior to April 26, 2011. Subject to the terms hereof, the
Option herein granted shall become exercisable (i.e. shall vest) as to 12,500
shares of Common Stock per quarter on the last day of each

                                       1

<PAGE>

calendar quarter ended the last day of March, June, September and December
commencing with the quarter ended June 30, 2001, and ending with the quarter
ended March 31, 2003. The exercise price of the Option shall be $ 3.40 per
share, subject to adjustment as provided in the plan. The parties hereto
acknowledge and agree that (a), except as set forth below, such vesting is
contingent upon the Optionee being an officer of the Company as of any
applicable vesting date regardless of the reason that the Optionee may cease to
be an officer of the Company, and (b) subject to the restrictions herein as to
when the Option is exercisable, the Optionee shall have the right to select the
portion of the Option if and when the Optionee exercises any of this Option.

     If (i) a "Special Change in Control" occurs, and (ii) Optionee's employment
with the Company terminates for any reason other than Voluntary Termination or
Termination for Cause, during the twenty-four (24) month period immediately
following the Effective Date (as reasonably determined by the Committee) of such
Change in Control, then, notwithstanding the vesting schedule above, and any
other provision of this Agreement to the contrary, this Option will become
exercisable with respect to all of the Shares subject to this Option at the
exercise prices at which the Option would have been exercisable if the Optionee
had continued in employment through the dates set forth in the preceding
paragraph on which the Option would have been exercisable with respect to all of
the Shares, subject to this Option and will terminate as provided herein.

     For the purposes hereof, "Voluntary Termination" shall mean the Optionee's
resignation from the Company unless such resignation is as a direct proximate
result of (i) without Optionee's express written consent, the assignment to
Optionee of any duties materially inconsistent with his positions, duties,
responsibilities and status with the Company on the Effective Date of the
Special Change in Control, (ii) a reduction of Optionee's base compensation and
bonus to an amount which is greater than ten percent (10%) lower than such
compensation on the Effective Date of the Special Change In

                                       2

<PAGE>

Control, (iii) relocation of Optionee's principal location of work to any
location which is both (x) in excess of fifty (50) miles from the location of
Optionee's principal location of work on the Effective Date of the Special
Change in Control, and (y) in excess of the sum of the distance from Optionee's
principal residence on such Effective Date to the location of the Optionee's
principal location of work on such Effective Date, plus 50 miles, or (iv)
failure by the Company to require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company, by agreement in form and substance
reasonably satisfactory to the Optionee, expressly to assume and agree to
perform the obligations of the Company under his Employment Agreement and this
Agreement, or (v) any material breach of his Employment Agreement as in effect
on the Effective Date of the Special Change in Control, or this Agreement, by
the Company.

     For all purposes hereof, "Termination For Cause" shall mean Optionee's (i)
violation of any provision of this Agreement (but only after Optionee has
received written notice therof and been given a reasonable period, not less than
thirty (30) days, to cure said violation), or (ii) conviction of a felony, or a
misdemeanor involving moral turpitude.

     For all purposes hereof "Special Change in Control" means (i) any person or
entity, including a "group" as defined in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), other than the Company, a
majority-owned subsidiary thereof or J. Michael Moore ("Moore") and any
affiliate of Moore, becomes the beneficial owner (as defined in Schedule 13(d)
under the Exchange Act) of the Company's securities having twenty-five percent
(25%) or more of the combined voting power of the then outstanding securities of
the Company that may be cast for the election of directors of the Company, or
(ii) as the result of, or in connection with, any cash tender or exchange offer,
merger or other business combination, sales of assets or contested election, or
any

                                       3

<PAGE>

combination of the foregoing transactions, less than a majority of the combined
voting power of the then outstanding securities of the Company or any successor
corporation or entity entitled to vote generally in the election of the
directors of the Company or such other corporation or entity after such
transaction are beneficially owned (as defined in Section 13(d) of the Exchange
Act) in the aggregate by the holders of the Company's securities entitled to
vote generally in the election of directors of the Company immediately prior to
such transaction, or (iii) during any period of two (2) consecutive years,
individuals who at the beginning of any such period constitute the Board of
Directors of the Company cease for any reason to constitute at least a majority
thereof, unless the election, or the nomination for election by the Company's
shareholders, of each director of the Company first elected during such period
was approved by a vote of at least two-thirds of the directors of the Company
then still in office who were directors of the Company at the beginning of any
such period. The "Effective Date" of such Special Change in Control shall be the
earlier of the date on which an event described in (i), (ii), or (iii) above
occurs, or (iv) if earlier, the date of the occurrence of the approval by
shareholders of an Agreement by the Company, the consummation of which would
result in an event described in (i), (ii), or (iii) above, or (v) if earlier,
the date of the acquisition of beneficial ownership, directly or indirectly, by
any entity, person or group (other than the Company, a majority-owned subsidiary
of the Company or Moore and any affiliate of Moore) of securities of the Company
representing five percent (5%) or more of the combined voting power of the
Company's outstanding securities, provided, however, that the events described
in (iv) and (v) will be considered the Effective Date of a Special Change in
Control only if they are followed within six (6) months by an event described in
(i), (ii) or (iii).

     3. METHOD OF EXERCISE. (a) In order to exercise this Option, in whole or in
        ------------------
part, the Optionee shall deliver to the Company at its principal place of
business, or at such other offices as

                                       4

<PAGE>

shall be designated by the Company (i) a written notice of such Optionee's
election to exercise this Option, which notice shall specify the number of
Shares to be purchased pursuant to such exercise and (ii) either (A) cash or a
check payable to the order of the Company, (B) notice that the exercise price is
satisfied by reduction of the number of Shares to be received by Optionee upon
exercise of this Option as provided in Section (b) below, with the amount of
such reduction specified in such notice, (C) shares of Common Stock having a
fair market value equal to the Exercise Price, or (D) a combination of the
above. The Company shall undertake to make prompt delivery of the stock
certificate(s) evidencing such part of the Shares, provided that if any law or
regulation requires the Company to take any action with respect to the Shares
specified in such notice before the issuance thereof, then the date of delivery
of such Shares shall be extended for the period necessary to take such action.

     (b) At the election of the Optionee, the Optionee may exercise this Option
without a cash payment of the exercise price by designating that the number of
Shares issuable to Optionee upon such exercise shall be reduced by the number of
Shares having a fair market value equal to the amount of the total Exercise
Price for such exercise. In such instance, no cash or other consideration will
be paid by the Optionee in connection with such exercise and no commission or
other remuneration will be paid or given by the Optionee or the Company in
connection with such exercise.

     (c) For all purposes relating to the surrender or delivery of Shares in
satisfaction of obligations described in subsection (a) and (b) of this Section
3, the fair market value of the shares of Common Stock delivered or surrendered
shall be determined as of the business day next preceding the date of their
surrender or delivery, and shall mean the price at which such shares would
exchange hands between a willing buyer and willing seller, neither of whom are
under compulsion to buy or sell, as reasonably determined by the Committee;
provided, however, that so long as such shares are listed

                                       5

<PAGE>

on a national stock exchange or quoted on the National Association of Securities
Dealers Automated Quotation System ("NASDAQ"), it shall mean the closing sale
price (or, if no closing sale price is quoted, the mean between the closing bid
and sale price) of such shares on such exchange or on NASDAQ on such next
business day, or, if no such shares were traded on such business day, the
closing sale price (or, if no closing sale price is quoted, the mean between the
closing bid and sale price) on the next preceding business day on which such
shares were traded.

     (d) Upon the exercise of an Option, and before the transfer of Shares, the
Optionee shall be required to pay to the Company, in cash or in Shares
(including, but not limited to, the reservation to the Company of the requisite
number of Shares otherwise payable to such person with respect to such Option in
the manner described in (b)) the amount which the Company reasonably determines
to be necessary in order for the Company to comply with applicable federal or
state tax withholding requirements, and the collection of employment taxes;
provided, further, that the Committee may require that such payment be made in
cash.

     4. TERMINATION OF OPTION. To the extent not theretofore exercised, the
        ---------------------
Option herein granted shall terminate with respect to all such Shares
immediately upon Optionee's termination of employment for any reason, and shall
terminate with respect to Shares, which have vested on the earlier of (a) August
9, 2011, (b) 180 days from the date on which Optionee's employment with the
Company is terminated for any reason other than the death or disability of the
Optionee, and (c) one (1) year from the date on which Optionee's employment with
the Company is terminated if such termination is due to death or disability of
the Optionee.

     5. RIGHTS PRIOR TO EXERCISE OF OPTION. The Option herein granted is
        ----------------------------------
nontransferable by Optionee except as herein otherwise provided. This Option may
be pledged for the sole purpose of exercising stock options granted to the
Optionee by the Company to purchase

                                       6

<PAGE>

shares of Common Stock of the Company. Unless the Optionee is deceased or
disabled, with the determination of the existence or nonexistence of such
disability such disability left to the reasonable discretion of the Committee,
or pledged as permitted hereunder, the Option herein may only be exercised by
the Optionee. If the Optionee dies during the period of time that all or any of
part of this Option is exercisable, the Optionee's executor or legal
representative may exercise all or any part of this Option with respect to the
Shares which are vested, at any time or times prior to the termination of the
Option. If the Optionee is disabled, as aforesaid, the Optionee's legal
representative may exercise all or any part of this Option with respect to the
Shares which are vested, at any time or times prior to the termination of the
Option. Optionee shall have no rights as a stockholder with respect to the
Shares until payment of the Exercise Price for the Shares purchased by exercise
of the Option, and the issuance of the Shares involved.

     6. BINDING EFFECT. Without limitation, the Option herein granted is issued
        --------------
under, and granted in all respects subject to all of the provisions of, the
Plan, all of which provisions of the Plan are incorporated herein by reference;
provided, however, without limitation, that the provisions of this Agreement
will determine the agreement of the parties with respect to each matter set
forth herein to the extent the provisions of this Agreement do not require a
result that is inconsistent with the Plan; and provided, finally, that the
parties expressly agree that no inference shall be drawn with respect to the
intent of the parties based on the inclusion of, or reference to, some
provisions of the Plan in this Agreement, and the omission of such inclusion or
reference with respect to other provisions of the Plan in this Agreement; and
provided, finally, that this Agreement shall be binding upon and inure to the
benefit of the Company, and its representatives, successors and assigns, and the
Optionee and his or her legal representative (to the extent expressly
permitted).

                                       7

<PAGE>

     7. MULTIPLE ORIGINALS. This Agreement may be executed in multiple
        ------------------
counterparts with each counterpart constituting an original for all purposes.

     8. AMENDMENT. This Agreement may not be amended or revised in such a manner
        ---------
as to impair the rights of the Optionee without Optionee's written consent.

     9. TOTAL AGREEMENT. This Agreement may not be amended or revised except by
        ---------------
a written instrument executed by both of the parties to this Agreement.

     10. COMMITTEE AUTHORITY. Any questions concerning the interpretation of
        --------------------
this Agreement, including without limitation the incorporated provisions of the
Plan, shall be determined by the Committee in its reasonable discretion.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
effective as of the April 26, 2001.

                                        DIVERSIFIED CORPORATE RESOURCES, INC.


                                        By:
                                             -----------------------------------
                                             Anthony G. Schmeck, Treasurer


                                             -----------------------------------
                                             J. Michael Moore

                                       8

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.28
<SEQUENCE>4
<FILENAME>dex1028.txt
<DESCRIPTION>STOCK OPTION AGREEMENT-SCHMECK APRIL 26
<TEXT>
<PAGE>


                                                                   EXHIBIT 10.28

Anthony G. Schmeck                                       Number of Shares 60,000

                            NONQUALIFIED STOCK OPTION
                                    UNDER THE
                      DIVERSIFIED CORPORATE RESOURCES, INC.
                       1998 NONQUALIFIED STOCK OPTION PLAN

     THIS AGREEMENT is executed by Diversified Corporate Resources, Inc., a
Texas corporation (herein called "Company") to evidence the grant to Anthony G.
Schmeck (herein called "Optionee") of a stock option effective as of April 26,
2001.

     WHEREAS, the Optionee is an key employee of the Company; and

     WHEREAS, the Optionee has been granted an option to purchase shares of
common stock, par value $.10 per share (the "Common Stock"), of the Company
pursuant to the Company's 1998 Amended and Restated Nonqualified Stock Option
Plan, as amended (the "Plan"); and

     WHEREAS, the Company considers it desirable and in its best interests that
Optionee be given an opportunity to acquire an additional equity interest in the
Company in the form of an option to purchase shares of the Common Stock; and

     WHEREAS, this Option is granted under, and pursuant to the terms of the
Plan.

     NOW, THEREFORE, in consideration of the premises, it is agreed as follows:

     1. GRANT OF OPTION. The Company shall and does hereby grant to Optionee the
        ---------------
option (the "Option") to purchase 60,000 shares (the "Shares") of Common Stock
for the price per share in the manner and subject to the conditions hereinafter
provided.

     2. TIME OF EXERCISE, VESTING AND EXERCISE PRICE OF OPTION. Subject to the
        ------------------------------------------------------
terms hereof, the Option herein granted must be exercised in whole or in part at
any time or times prior to April 26, 2011. Subject to the terms hereof, the
Option herein granted shall become exercisable (i.e. shall vest) as to 7,500
shares of Common Stock per quarter on the last day of each

                                       1

<PAGE>

calendar quarter ended the last day of March, June, September and December
commencing with the quarter ended June 30, 2001, and ending with the quarter
ended March 31, 2003. The exercise price of the Option shall be $ 3.40 per
share, subject to adjustment as provided in the plan. The parties hereto
acknowledge and agree that (a), except as set forth below, such vesting is
contingent upon the Optionee being an officer of the Company as of any
applicable vesting date regardless of the reason that the Optionee may cease to
be an officer of the Company, and (b) subject to the restrictions herein as to
when the Option is exercisable, the Optionee shall have the right to select the
portion of the Option if and when the Optionee exercises any of this Option.

     If (i) a "Special Change in Control" occurs, and (ii) Optionee's employment
with the Company terminates for any reason other than Voluntary Termination or
Termination for Cause, during the twenty-four (24) month period immediately
following the Effective Date (as reasonably determined by the Committee) of such
Change in Control, then, notwithstanding the vesting schedule above, and any
other provision of this Agreement to the contrary, this Option will become
exercisable with respect to all of the Shares subject to this Option at the
exercise prices at which the Option would have been exercisable if the Optionee
had continued in employment through the dates set forth in the preceding
paragraph on which the Option would have been exercisable with respect to all of
the Shares, subject to this Option and will terminate as provided herein.

     For the purposes hereof, "Voluntary Termination" shall mean the Optionee's
resignation from the Company unless such resignation is as a direct proximate
result of (i) without Optionee's express written consent, the assignment to
Optionee of any duties materially inconsistent with his positions, duties,
responsibilities and status with the Company on the Effective Date of the
Special Change in Control, (ii) a reduction of Optionee's base compensation and
bonus to an amount which is greater than ten percent (10%) lower than such
compensation on the Effective Date of the Special Change In

                                       2

<PAGE>

Control, (iii) relocation of Optionee's principal location of work to any
location which is both (x) in excess of fifty (50) miles from the location of
Optionee's principal location of work on the Effective Date of the Special
Change in Control, and (y) in excess of the sum of the distance from Optionee's
principal residence on such Effective Date to the location of the Optionee's
principal location of work on such Effective Date, plus 50 miles, or (iv)
failure by the Company to require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company, by agreement in form and substance
reasonably satisfactory to the Optionee, expressly to assume and agree to
perform the obligations of the Company under his Employment Agreement and this
Agreement, or (v) any material breach of his Employment Agreement as in effect
on the Effective Date of the Special Change in Control, or this Agreement, by
the Company.

     For all purposes hereof, "Termination For Cause" shall mean Optionee's (i)
violation of any provision of this Agreement (but only after Optionee has
received written notice therof and been given a reasonable period, not less than
thirty (30) days, to cure said violation), or (ii) conviction of a felony, or a
misdemeanor involving moral turpitude.

     For all purposes hereof "Special Change in Control" means (i) any person or
entity, including a "group" as defined in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), other than the Company, a
majority-owned subsidiary thereof or J. Michael Moore ("Moore") and any
affiliate of Moore, becomes the beneficial owner (as defined in Schedule 13(d)
under the Exchange Act) of the Company's securities having twenty-five percent
(25%) or more of the combined voting power of the then outstanding securities of
the Company that may be cast for the election of directors of the Company, or
(ii) as the result of, or in connection with, any cash tender or exchange offer,
merger or other business combination, sales of assets or contested election, or
any

                                       3

<PAGE>

combination of the foregoing transactions, less than a majority of the combined
voting power of the then outstanding securities of the Company or any successor
corporation or entity entitled to vote generally in the election of the
directors of the Company or such other corporation or entity after such
transaction are beneficially owned (as defined in Section 13(d) of the Exchange
Act) in the aggregate by the holders of the Company's securities entitled to
vote generally in the election of directors of the Company immediately prior to
such transaction, or (iii) during any period of two (2) consecutive years,
individuals who at the beginning of any such period constitute the Board of
Directors of the Company cease for any reason to constitute at least a majority
thereof, unless the election, or the nomination for election by the Company's
shareholders, of each director of the Company first elected during such period
was approved by a vote of at least two-thirds of the directors of the Company
then still in office who were directors of the Company at the beginning of any
such period. The "Effective Date" of such Special Change in Control shall be the
earlier of the date on which an event described in (i), (ii), or (iii) above
occurs, or (iv) if earlier, the date of the occurrence of the approval by
shareholders of an Agreement by the Company, the consummation of which would
result in an event described in (i), (ii), or (iii) above, or (v) if earlier,
the date of the acquisition of beneficial ownership, directly or indirectly, by
any entity, person or group (other than the Company, a majority-owned subsidiary
of the Company or Moore and any affiliate of Moore) of securities of the Company
representing five percent (5%) or more of the combined voting power of the
Company's outstanding securities, provided, however, that the events described
in (iv) and (v) will be considered the Effective Date of a Special Change in
Control only if they are followed within six (6) months by an event described in
(i), (ii) or (iii).

     3. METHOD OF EXERCISE. (a) In order to exercise this Option, in whole or in
        ------------------
part, the Optionee shall deliver to the Company at its principal place of
business, or at such other offices as

                                       4

<PAGE>

shall be designated by the Company (i) a written notice of such Optionee's
election to exercise this Option, which notice shall specify the number of
Shares to be purchased pursuant to such exercise and (ii) either (A) cash or a
check payable to the order of the Company, (B) notice that the exercise price is
satisfied by reduction of the number of Shares to be received by Optionee upon
exercise of this Option as provided in Section (b) below, with the amount of
such reduction specified in such notice, (C) shares of Common Stock having a
fair market value equal to the Exercise Price, or (D) a combination of the
above. The Company shall undertake to make prompt delivery of the stock
certificate(s) evidencing such part of the Shares, provided that if any law or
regulation requires the Company to take any action with respect to the Shares
specified in such notice before the issuance thereof, then the date of delivery
of such Shares shall be extended for the period necessary to take such action.

     (b) At the election of the Optionee, the Optionee may exercise this Option
without a cash payment of the exercise price by designating that the number of
Shares issuable to Optionee upon such exercise shall be reduced by the number of
Shares having a fair market value equal to the amount of the total Exercise
Price for such exercise. In such instance, no cash or other consideration will
be paid by the Optionee in connection with such exercise and no commission or
other remuneration will be paid or given by the Optionee or the Company in
connection with such exercise.

     (c) For all purposes relating to the surrender or delivery of Shares in
satisfaction of obligations described in subsection (a) and (b) of this Section
3, the fair market value of the shares of Common Stock delivered or surrendered
shall be determined as of the business day next preceding the date of their
surrender or delivery, and shall mean the price at which such shares would
exchange hands between a willing buyer and willing seller, neither of whom are
under compulsion to buy or sell, as reasonably determined by the Committee;
provided, however, that so long as such shares are listed

                                       5

<PAGE>

on a national stock exchange or quoted on the National Association of Securities
Dealers Automated Quotation System ("NASDAQ"), it shall mean the closing sale
price (or, if no closing sale price is quoted, the mean between the closing bid
and sale price) of such shares on such exchange or on NASDAQ on such next
business day, or, if no such shares were traded on such business day, the
closing sale price (or, if no closing sale price is quoted, the mean between the
closing bid and sale price) on the next preceding business day on which such
shares were traded.

     (d) Upon the exercise of an Option, and before the transfer of Shares, the
Optionee shall be required to pay to the Company, in cash or in Shares
(including, but not limited to, the reservation to the Company of the requisite
number of Shares otherwise payable to such person with respect to such Option in
the manner described in (b)) the amount which the Company reasonably determines
to be necessary in order for the Company to comply with applicable federal or
state tax withholding requirements, and the collection of employment taxes;
provided, further, that the Committee may require that such payment be made in
cash.

     4. TERMINATION OF OPTION. To the extent not theretofore exercised, the
        ---------------------
Option herein granted shall terminate with respect to all such Shares
immediately upon Optionee's termination of employment for any reason, and shall
terminate with respect to Shares, which have vested on the earlier of (a) August
9, 2011, (b) 180 days from the date on which Optionee's employment with the
Company is terminated for any reason other than the death or disability of the
Optionee, and (c) one (1) year from the date on which Optionee's employment with
the Company is terminated if such termination is due to death or disability of
the Optionee.

     5. RIGHTS PRIOR TO EXERCISE OF OPTION. The Option herein granted is
        ----------------------------------
nontransferable by Optionee except as herein otherwise provided. This Option may
be pledged for the sole purpose of exercising stock options granted to the
Optionee by the Company to purchase

                                       6

<PAGE>

shares of Common Stock of the Company. Unless the Optionee is deceased or
disabled, with the determination of the existence or nonexistence of such
disability such disability left to the reasonable discretion of the Committee,
or pledged as permitted hereunder, the Option herein may only be exercised by
the Optionee. If the Optionee dies during the period of time that all or any of
part of this Option is exercisable, the Optionee's executor or legal
representative may exercise all or any part of this Option with respect to the
Shares which are vested, at any time or times prior to the termination of the
Option. If the Optionee is disabled, as aforesaid, the Optionee's legal
representative may exercise all or any part of this Option with respect to the
Shares which are vested, at any time or times prior to the termination of the
Option. Optionee shall have no rights as a stockholder with respect to the
Shares until payment of the Exercise Price for the Shares purchased by exercise
of the Option, and the issuance of the Shares involved.

     6. BINDING EFFECT. Without limitation, the Option herein granted is issued
        --------------
under, and granted in all respects subject to all of the provisions of, the
Plan, all of which provisions of the Plan are incorporated herein by reference;
provided, however, without limitation, that the provisions of this Agreement
will determine the agreement of the parties with respect to each matter set
forth herein to the extent the provisions of this Agreement do not require a
result that is inconsistent with the Plan; and provided, finally, that the
parties expressly agree that no inference shall be drawn with respect to the
intent of the parties based on the inclusion of, or reference to, some
provisions of the Plan in this Agreement, and the omission of such inclusion or
reference with respect to other provisions of the Plan in this Agreement; and
provided, finally, that this Agreement shall be binding upon and inure to the
benefit of the Company, and its representatives, successors and assigns, and the
Optionee and his or her legal representative (to the extent expressly
permitted).

                                       7

<PAGE>

     7. MULTIPLE ORIGINALS. This Agreement may be executed in multiple
        ------------------
counterparts with each counterpart constituting an original for all purposes.

     8. AMENDMENT. This Agreement may not be amended or revised in such a manner
        ---------
as to impair the rights of the Optionee without Optionee's written consent.

     9. TOTAL AGREEMENT. This Agreement may not be amended or revised except by
        ---------------
a written instrument executed by both of the parties to this Agreement.

     10. COMMITTEE AUTHORITY. Any questions concerning the interpretation of
         -------------------
this Agreement, including without limitation the incorporated provisions of the
Plan, shall be determined by the Committee in its reasonable discretion.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
effective as of the April 26, 2001.

                                         DIVERSIFIED CORPORATE RESOURCES, INC.


                                         By:
                                              ----------------------------------
                                              J. Michael Moore, Chairman
                                              and Chief Executive Officer


                                              ----------------------------------
                                              Anthony G. Schmeck

                                       8

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.29
<SEQUENCE>5
<FILENAME>dex1029.txt
<DESCRIPTION>STOCK OPTION AGREEMENT-MOORE DECEMBER 31
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.29

J. Michael Moore                                        Number of Shares 125,000

                            NONQUALIFIED STOCK OPTION
                                    UNDER THE
                      DIVERSIFIED CORPORATE RESOURCES, INC.
                       1998 NONQUALIFIED STOCK OPTION PLAN

     THIS AGREEMENT is executed by Diversified Corporate Resources, Inc., a
Texas corporation (herein called "Company") to evidence the grant to J. Michael
Moore (herein called "Optionee") of a stock option effective as of December 31,
2001.

     WHEREAS, the Optionee is an key employee of the Company; and

     WHEREAS, the Optionee has been granted an option to purchase shares of
common stock, par value $.10 per share (the "Common Stock"), of the Company
pursuant to the Company's 1998 Amended and Restated Nonqualified Stock Option
Plan, as amended (the "Plan"); and

     WHEREAS, the Company considers it desirable and in its best interests that
Optionee be given an opportunity to acquire an additional equity interest in the
Company in the form of an option to purchase shares of the Common Stock; and

     WHEREAS, this Option is granted under, and pursuant to the terms of the
Plan.

     NOW, THEREFORE, in consideration of the premises, it is agreed as follows:

     1. GRANT OF OPTION. The Company shall and does hereby grant to Optionee the
        ---------------
option (the "Option") to purchase 125,000 shares (the "Shares") of Common Stock
for the price per share in the manner and subject to the conditions hereinafter
provided.

     2. TIME OF EXERCISE, VESTING AND EXERCISE PRICE OF OPTION. Subject to the
        ------------------------------------------------------
terms hereof, the Option herein granted must be exercised in whole or in part at
any time or times prior to December 31, 2011. Subject to the terms hereof, the
Option herein granted shall

                                       1

<PAGE>

become exercisable (i.e. shall vest) as to 15,625 shares of Common Stock per
quarter on the last day of each calendar quarter ended the last day of March,
June, September and December commencing with the quarter ended March 31, 2002,
and ending with the quarter ended December 31, 2003. The exercise price of the
Option shall be $0.86 per share, subject to adjustment as provided in the plan.
The parties hereto acknowledge and agree that (a), except as set forth below,
such vesting is contingent upon the Optionee being an officer of the Company as
of any applicable vesting date regardless of the reason that the Optionee may
cease to be an officer of the Company, and (b) subject to the restrictions
herein as to when the Option is exercisable, the Optionee shall have the right
to select the portion of the Option if and when the Optionee exercises any of
this Option.

     If (i) a "Special Change in Control" occurs, and (ii) Optionee's employment
with the Company terminates for any reason other than Voluntary Termination or
Termination for Cause, during the twenty-four (24) month period immediately
following the Effective Date (as reasonably determined by the Committee) of such
Change in Control, then, notwithstanding the vesting schedule above, and any
other provision of this Agreement to the contrary, this Option will become
exercisable with respect to all of the Shares subject to this Option at the
exercise prices at which the Option would have been exercisable if the Optionee
had continued in employment through the dates set forth in the preceding
paragraph on which the Option would have been exercisable with respect to all of
the Shares, subject to this Option and will terminate as provided herein.

     For the purposes hereof, "Voluntary Termination" shall mean the Optionee's
resignation from the Company unless such resignation is as a direct proximate
result of (i) without Optionee's express written consent, the assignment to
Optionee of any duties materially inconsistent with his positions, duties,
responsibilities and status with the Company on the Effective Date of the
Special Change in Control, (ii) a reduction of Optionee's base compensation and
bonus to an amount which is greater

                                       2

<PAGE>

than ten percent (10%) lower than such compensation on the Effective Date of the
Special Change In Control, (iii) relocation of Optionee's principal location of
work to any location which is both (x) in excess of fifty (50) miles from the
location of Optionee's principal location of work on the Effective Date of the
Special Change in Control, and (y) in excess of the sum of the distance from
Optionee's principal residence on such Effective Date to the location of the
Optionee's principal location of work on such Effective Date, plus 50 miles, or
(iv) failure by the Company to require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, by agreement in
form and substance reasonably satisfactory to the Optionee, expressly to assume
and agree to perform the obligations of the Company under his Employment
Agreement and this Agreement, or (v) any material breach of his Employment
Agreement as in effect on the Effective Date of the Special Change in Control,
or this Agreement, by the Company.

     For all purposes hereof, "Termination For Cause" shall mean Optionee's (i)
violation of any provision of this Agreement (but only after Optionee has
received written notice thereof and been given a reasonable period, not less
than thirty (30) days, to cure said violation), or (ii) conviction of a felony,
or a misdemeanor involving moral turpitude.

     For all purposes hereof "Special Change in Control" means (i) any person or
entity, including a "group" as defined in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), other than the Company, a
majority-owned subsidiary thereof or J. Michael Moore ("Moore") and any
affiliate of Moore, becomes the beneficial owner (as defined in Schedule 13(d)
under the Exchange Act) of the Company's securities having twenty-five percent
(25%) or more of the combined voting power of the then outstanding securities of
the Company that may be cast for the election of directors of the Company, or
(ii) as the result of, or in connection with, any cash tender or

                                       3

<PAGE>

exchange offer, merger or other business combination, sales of assets or
contested election, or any combination of the foregoing transactions, less than
a majority of the combined voting power of the then outstanding securities of
the Company or any successor corporation or entity entitled to vote generally in
the election of the directors of the Company or such other corporation or entity
after such transaction are beneficially owned (as defined in Section 13(d) of
the Exchange Act) in the aggregate by the holders of the Company's securities
entitled to vote generally in the election of directors of the Company
immediately prior to such transaction, or (iii) during any period of two (2)
consecutive years, individuals who at the beginning of any such period
constitute the Board of Directors of the Company cease for any reason to
constitute at least a majority thereof, unless the election, or the nomination
for election by the Company's shareholders, of each director of the Company
first elected during such period was approved by a vote of at least two-thirds
of the directors of the Company then still in office who were directors of the
Company at the beginning of any such period. The "Effective Date" of such
Special Change in Control shall be the earlier of the date on which an event
described in (i), (ii), or (iii) above occurs, or (iv) if earlier, the date of
the occurrence of the approval by shareholders of an Agreement by the Company,
the consummation of which would result in an event described in (i), (ii), or
(iii) above, or (v) if earlier, the date of the acquisition of beneficial
ownership, directly or indirectly, by any entity, person or group (other than
the Company, a majority-owned subsidiary of the Company or Moore and any
affiliate of Moore) of securities of the Company representing five percent (5%)
or more of the combined voting power of the Company's outstanding securities,
provided, however, that the events described in (iv) and (v) will be considered
the Effective Date of a Special Change in Control only if they are followed
within six (6) months by an event described in (i), (ii) or (iii).

                                       4

<PAGE>

     3. METHOD OF EXERCISE. (a) In order to exercise this Option, in whole or in
        ------------------
part, the Optionee shall deliver to the Company at its principal place of
business, or at such other offices as shall be designated by the Company (i) a
written notice of such Optionee's election to exercise this Option, which notice
shall specify the number of Shares to be purchased pursuant to such exercise and
(ii) either (A) cash or a check payable to the order of the Company, (B) notice
that the exercise price is satisfied by reduction of the number of Shares to be
received by Optionee upon exercise of this Option as provided in Section (b)
below, with the amount of such reduction specified in such notice, (C) shares of
Common Stock having a fair market value equal to the Exercise Price, or (D) a
combination of the above. The Company shall undertake to make prompt delivery of
the stock certificate(s) evidencing such part of the Shares, provided that if
any law or regulation requires the Company to take any action with respect to
the Shares specified in such notice before the issuance thereof, then the date
of delivery of such Shares shall be extended for the period necessary to take
such action.

     (b) At the election of the Optionee, the Optionee may exercise this Option
without a cash payment of the exercise price by designating that the number of
Shares issuable to Optionee upon such exercise shall be reduced by the number of
Shares having a fair market value equal to the amount of the total Exercise
Price for such exercise. In such instance, no cash or other consideration will
be paid by the Optionee in connection with such exercise and no commission or
other remuneration will be paid or given by the Optionee or the Company in
connection with such exercise.

     (c) For all purposes relating to the surrender or delivery of Shares in
satisfaction of obligations described in subsection (a) and (b) of this Section
3, the fair market value of the shares of Common Stock delivered or surrendered
shall be determined as of the business day next preceding the date of their
surrender or delivery, and shall mean the price at which such shares would
exchange

                                       5

<PAGE>

hands between a willing buyer and willing seller, neither of whom are under
compulsion to buy or sell, as reasonably determined by the Committee; provided,
however, that so long as such shares are listed on a national stock exchange or
quoted on the National Association of Securities Dealers Automated Quotation
System ("NASDAQ"), it shall mean the closing sale price (or, if no closing sale
price is quoted, the mean between the closing bid and sale price) of such shares
on such exchange or on NASDAQ on such next business day, or, if no such shares
were traded on such business day, the closing sale price (or, if no closing sale
price is quoted, the mean between the closing bid and sale price) on the next
preceding business day on which such shares were traded.

     (d) Upon the exercise of an Option, and before the transfer of Shares, the
Optionee shall be required to pay to the Company, in cash or in Shares
(including, but not limited to, the reservation to the Company of the requisite
number of Shares otherwise payable to such person with respect to such Option in
the manner described in (b)) the amount which the Company reasonably determines
to be necessary in order for the Company to comply with applicable federal or
state tax withholding requirements, and the collection of employment taxes;
provided, further, that the Committee may require that such payment be made in
cash.

     4. TERMINATION OF OPTION. To the extent not theretofore exercised, the
        ---------------------
Option herein granted shall terminate with respect to all such Shares
immediately upon Optionee's termination of employment for any reason, and shall
terminate with respect to Shares, which have vested on the earlier of (a)
December 31, 2011, (b) 180 days from the date on which Optionee's employment
with the Company is terminated for any reason other than the death or disability
of the Optionee, and (c) one (1) year from the date on which Optionee's
employment with the Company is terminated if such termination is due to death or
disability of the Optionee.

                                       6

<PAGE>

     5. RIGHTS PRIOR TO EXERCISE OF OPTION. The Option herein granted is
        ----------------------------------
nontransferable by Optionee except as herein otherwise provided. This Option may
be pledged for the sole purpose of exercising stock options granted to the
Optionee by the Company to purchase shares of Common Stock of the Company.
Unless the Optionee is deceased or disabled, with the determination of the
existence or nonexistence of such disability such disability left to the
reasonable discretion of the Committee, or pledged as permitted hereunder, the
Option herein may only be exercised by the Optionee. If the Optionee dies during
the period of time that all or any of part of this Option is exercisable, the
Optionee's executor or legal representative may exercise all or any part of this
Option with respect to the Shares which are vested, at any time or times prior
to the termination of the Option. If the Optionee is disabled, as aforesaid, the
Optionee's legal representative may exercise all or any part of this Option with
respect to the Shares which are vested, at any time or times prior to the
termination of the Option. Optionee shall have no rights as a stockholder with
respect to the Shares until payment of the Exercise Price for the Shares
purchased by exercise of the Option, and the issuance of the Shares involved.

     6. BINDING EFFECT. Without limitation, the Option herein granted is issued
        --------------
under, and granted in all respects subject to all of the provisions of, the
Plan, all of which provisions of the Plan are incorporated herein by reference;
provided, however, without limitation, that the provisions of this Agreement
will determine the agreement of the parties with respect to each matter set
forth herein to the extent the provisions of this Agreement do not require a
result that is inconsistent with the Plan; and provided, finally, that the
parties expressly agree that no inference shall be drawn with respect to the
intent of the parties based on the inclusion of, or reference to, some
provisions of the Plan in this Agreement, and the omission of such inclusion or
reference with respect to other provisions of the Plan in this Agreement; and
provided, finally, that this Agreement shall be binding

                                       7

<PAGE>

upon and inure to the benefit of the Company, and its representatives,
successors and assigns, and the Optionee and his or her legal representative (to
the extent expressly permitted).

     7. MULTIPLE ORIGINALS. This Agreement may be executed in multiple
        ------------------
counterparts with each counterpart constituting an original for all purposes.

     8. AMENDMENT. This Agreement may not be amended or revised in such a manner
        ---------
as to impair the rights of the Optionee without Optionee's written consent.

     9. TOTAL AGREEMENT. This Agreement may not be amended or revised except by
        ---------------
a written instrument executed by both of the parties to this Agreement.

     10. COMMITTEE AUTHORITY. Any questions concerning the interpretation of
         -------------------
this Agreement, including without limitation the incorporated provisions of the
Plan, shall be determined by the Committee in its reasonable discretion.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
effective as of December 31, 2001.

                                        DIVERSIFIED CORPORATE RESOURCES, INC.


                                        By:
                                           -------------------------------------
                                            James E. Filarski, President


                                           -------------------------------------
                                            J. Michael Moore

                                       8

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.30
<SEQUENCE>6
<FILENAME>dex1030.txt
<DESCRIPTION>STOCK OPTION AGREEMENT-SCHMECK DECEMBER 31
<TEXT>
<PAGE>


                                                                   EXHIBIT 10.30

Anthony G. Schmeck                                       Number of Shares 75,000

                            NONQUALIFIED STOCK OPTION
                                    UNDER THE
                      DIVERSIFIED CORPORATE RESOURCES, INC.
                       1998 NONQUALIFIED STOCK OPTION PLAN

     THIS AGREEMENT is executed by Diversified Corporate Resources, Inc., a
Texas corporation (herein called "Company") to evidence the grant to Anthony G.
Schmeck (herein called "Optionee") of a stock option effective as of December
31, 2001.

     WHEREAS, the Optionee is an key employee of the Company; and

     WHEREAS, the Optionee has been granted an option to purchase shares of
common stock, par value $.10 per share (the "Common Stock"), of the Company
pursuant to the Company's 1998 Amended and Restated Nonqualified Stock Option
Plan, as amended (the "Plan"); and

     WHEREAS, the Company considers it desirable and in its best interests that
Optionee be given an opportunity to acquire an additional equity interest in the
Company in the form of an option to purchase shares of the Common Stock; and

     WHEREAS, this Option is granted under, and pursuant to the terms of the
Plan.

     NOW, THEREFORE, in consideration of the premises, it is agreed as follows:

     1. GRANT OF OPTION. The Company shall and does hereby grant to Optionee the
        ---------------
option (the "Option") to purchase 75,000 shares (the "Shares") of Common Stock
for the price per share in the manner and subject to the conditions hereinafter
provided.

     2. TIME OF EXERCISE, VESTING AND EXERCISE PRICE OF OPTION. Subject to the
        ------------------------------------------------------
terms hereof, the Option herein granted must be exercised in whole or in part at
any time or times prior to December 31, 2011. Subject to the terms hereof, the
Option herein granted shall

                                       1

<PAGE>

become exercisable (i.e. shall vest) as to 9,375 shares of Common Stock per
quarter on the last day of each calendar quarter ended the last day of March,
June, September and December commencing with the quarter ended March 31, 2002,
and ending with the quarter ended December 31, 2003. The exercise price of the
Option shall be $0.86 per share, subject to adjustment as provided in the plan.
The parties hereto acknowledge and agree that (a), except as set forth below,
such vesting is contingent upon the Optionee being an officer of the Company as
of any applicable vesting date regardless of the reason that the Optionee may
cease to be an officer of the Company, and (b) subject to the restrictions
herein as to when the Option is exercisable, the Optionee shall have the right
to select the portion of the Option if and when the Optionee exercises any of
this Option.

     If (i) a "Special Change in Control" occurs, and (ii) Optionee's employment
with the Company terminates for any reason other than Voluntary Termination or
Termination for Cause, during the twenty-four (24) month period immediately
following the Effective Date (as reasonably determined by the Committee) of such
Change in Control, then, notwithstanding the vesting schedule above, and any
other provision of this Agreement to the contrary, this Option will become
exercisable with respect to all of the Shares subject to this Option at the
exercise prices at which the Option would have been exercisable if the Optionee
had continued in employment through the dates set forth in the preceding
paragraph on which the Option would have been exercisable with respect to all of
the Shares, subject to this Option and will terminate as provided herein.

     For the purposes hereof, "Voluntary Termination" shall mean the Optionee's
resignation from the Company unless such resignation is as a direct proximate
result of (i) without Optionee's express written consent, the assignment to
Optionee of any duties materially inconsistent with his positions, duties,
responsibilities and status with the Company on the Effective Date of the
Special Change in Control, (ii) a reduction of Optionee's base compensation and
bonus to an amount which is greater

                                       2

<PAGE>

than ten percent (10%) lower than such compensation on the Effective Date of the
Special Change In Control, (iii) relocation of Optionee's principal location of
work to any location which is both (x) in excess of fifty (50) miles from the
location of Optionee's principal location of work on the Effective Date of the
Special Change in Control, and (y) in excess of the sum of the distance from
Optionee's principal residence on such Effective Date to the location of the
Optionee's principal location of work on such Effective Date, plus 50 miles, or
(iv) failure by the Company to require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, by agreement in
form and substance reasonably satisfactory to the Optionee, expressly to assume
and agree to perform the obligations of the Company under his Employment
Agreement and this Agreement, or (v) any material breach of his Employment
Agreement as in effect on the Effective Date of the Special Change in Control,
or this Agreement, by the Company.

     For all purposes hereof, "Termination For Cause" shall mean Optionee's (i)
violation of any provision of this Agreement (but only after Optionee has
received written notice thereof and been given a reasonable period, not less
than thirty (30) days, to cure said violation), or (ii) conviction of a felony,
or a misdemeanor involving moral turpitude.

     For all purposes hereof "Special Change in Control" means (i) any person or
entity, including a "group" as defined in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), other than the Company, a
majority-owned subsidiary thereof or J. Michael Moore ("Moore") and any
affiliate of Moore, becomes the beneficial owner (as defined in Schedule 13(d)
under the Exchange Act) of the Company's securities having twenty-five percent
(25%) or more of the combined voting power of the then outstanding securities of
the Company that may be cast for the election of directors of the Company, or
(ii) as the result of, or in connection with, any cash tender or

                                       3

<PAGE>

exchange offer, merger or other business combination, sales of assets or
contested election, or any combination of the foregoing transactions, less than
a majority of the combined voting power of the then outstanding securities of
the Company or any successor corporation or entity entitled to vote generally in
the election of the directors of the Company or such other corporation or entity
after such transaction are beneficially owned (as defined in Section 13(d) of
the Exchange Act) in the aggregate by the holders of the Company's securities
entitled to vote generally in the election of directors of the Company
immediately prior to such transaction, or (iii) during any period of two (2)
consecutive years, individuals who at the beginning of any such period
constitute the Board of Directors of the Company cease for any reason to
constitute at least a majority thereof, unless the election, or the nomination
for election by the Company's shareholders, of each director of the Company
first elected during such period was approved by a vote of at least two-thirds
of the directors of the Company then still in office who were directors of the
Company at the beginning of any such period. The "Effective Date" of such
Special Change in Control shall be the earlier of the date on which an event
described in (i), (ii), or (iii) above occurs, or (iv) if earlier, the date of
the occurrence of the approval by shareholders of an Agreement by the Company,
the consummation of which would result in an event described in (i), (ii), or
(iii) above, or (v) if earlier, the date of the acquisition of beneficial
ownership, directly or indirectly, by any entity, person or group (other than
the Company, a majority-owned subsidiary of the Company or Moore and any
affiliate of Moore) of securities of the Company representing five percent (5%)
or more of the combined voting power of the Company's outstanding securities,
provided, however, that the events described in (iv) and (v) will be considered
the Effective Date of a Special Change in Control only if they are followed
within six (6) months by an event described in (i), (ii) or (iii).

                                       4

<PAGE>

     3. METHOD OF EXERCISE. (a) In order to exercise this Option, in whole or in
        ------------------
part, the Optionee shall deliver to the Company at its principal place of
business, or at such other offices as shall be designated by the Company (i) a
written notice of such Optionee's election to exercise this Option, which notice
shall specify the number of Shares to be purchased pursuant to such exercise and
(ii) either (A) cash or a check payable to the order of the Company, (B) notice
that the exercise price is satisfied by reduction of the number of Shares to be
received by Optionee upon exercise of this Option as provided in Section (b)
below, with the amount of such reduction specified in such notice, (C) shares of
Common Stock having a fair market value equal to the Exercise Price, or (D) a
combination of the above. The Company shall undertake to make prompt delivery of
the stock certificate(s) evidencing such part of the Shares, provided that if
any law or regulation requires the Company to take any action with respect to
the Shares specified in such notice before the issuance thereof, then the date
of delivery of such Shares shall be extended for the period necessary to take
such action.

     (b) At the election of the Optionee, the Optionee may exercise this Option
without a cash payment of the exercise price by designating that the number of
Shares issuable to Optionee upon such exercise shall be reduced by the number of
Shares having a fair market value equal to the amount of the total Exercise
Price for such exercise. In such instance, no cash or other consideration will
be paid by the Optionee in connection with such exercise and no commission or
other remuneration will be paid or given by the Optionee or the Company in
connection with such exercise.

     (c) For all purposes relating to the surrender or delivery of Shares in
satisfaction of obligations described in subsection (a) and (b) of this Section
3, the fair market value of the shares of Common Stock delivered or surrendered
shall be determined as of the business day next preceding the date of their
surrender or delivery, and shall mean the price at which such shares would
exchange

                                       5

<PAGE>

hands between a willing buyer and willing seller, neither of whom are under
compulsion to buy or sell, as reasonably determined by the Committee; provided,
however, that so long as such shares are listed on a national stock exchange or
quoted on the National Association of Securities Dealers Automated Quotation
System ("NASDAQ"), it shall mean the closing sale price (or, if no closing sale
price is quoted, the mean between the closing bid and sale price) of such shares
on such exchange or on NASDAQ on such next business day, or, if no such shares
were traded on such business day, the closing sale price (or, if no closing sale
price is quoted, the mean between the closing bid and sale price) on the next
preceding business day on which such shares were traded.

     (d) Upon the exercise of an Option, and before the transfer of Shares, the
Optionee shall be required to pay to the Company, in cash or in Shares
(including, but not limited to, the reservation to the Company of the requisite
number of Shares otherwise payable to such person with respect to such Option in
the manner described in (b)) the amount which the Company reasonably determines
to be necessary in order for the Company to comply with applicable federal or
state tax withholding requirements, and the collection of employment taxes;
provided, further, that the Committee may require that such payment be made in
cash.

     4. TERMINATION OF OPTION. To the extent not theretofore exercised, the
        ---------------------
Option herein granted shall terminate with respect to all such Shares
immediately upon Optionee's termination of employment for any reason, and shall
terminate with respect to Shares, which have vested on the earlier of (a)
December 31, 2011, (b) 180 days from the date on which Optionee's employment
with the Company is terminated for any reason other than the death or disability
of the Optionee, and (c) one (1) year from the date on which Optionee's
employment with the Company is terminated if such termination is due to death or
disability of the Optionee.

                                       6

<PAGE>

     5. RIGHTS PRIOR TO EXERCISE OF OPTION. The Option herein granted is
        ----------------------------------
nontransferable by Optionee except as herein otherwise provided. This Option may
be pledged for the sole purpose of exercising stock options granted to the
Optionee by the Company to purchase shares of Common Stock of the Company.
Unless the Optionee is deceased or disabled, with the determination of the
existence or nonexistence of such disability such disability left to the
reasonable discretion of the Committee, or pledged as permitted hereunder, the
Option herein may only be exercised by the Optionee. If the Optionee dies during
the period of time that all or any of part of this Option is exercisable, the
Optionee's executor or legal representative may exercise all or any part of this
Option with respect to the Shares which are vested, at any time or times prior
to the termination of the Option. If the Optionee is disabled, as aforesaid, the
Optionee's legal representative may exercise all or any part of this Option with
respect to the Shares which are vested, at any time or times prior to the
termination of the Option. Optionee shall have no rights as a stockholder with
respect to the Shares until payment of the Exercise Price for the Shares
purchased by exercise of the Option, and the issuance of the Shares involved.

     6. BINDING EFFECT. Without limitation, the Option herein granted is issued
        --------------
under, and granted in all respects subject to all of the provisions of, the
Plan, all of which provisions of the Plan are incorporated herein by reference;
provided, however, without limitation, that the provisions of this Agreement
will determine the agreement of the parties with respect to each matter set
forth herein to the extent the provisions of this Agreement do not require a
result that is inconsistent with the Plan; and provided, finally, that the
parties expressly agree that no inference shall be drawn with respect to the
intent of the parties based on the inclusion of, or reference to, some
provisions of the Plan in this Agreement, and the omission of such inclusion or
reference with respect to other provisions of the Plan in this Agreement; and
provided, finally, that this Agreement shall be binding

                                       7

<PAGE>

upon and inure to the benefit of the Company, and its representatives,
successors and assigns, and the Optionee and his or her legal representative (to
the extent expressly permitted).

     7. MULTIPLE ORIGINALS. This Agreement may be executed in multiple
        ------------------
counterparts with each counterpart constituting an original for all purposes.

     8. AMENDMENT. This Agreement may not be amended or revised in such a manner
        ---------
as to impair the rights of the Optionee without Optionee's written consent.

     9. TOTAL AGREEMENT. This Agreement may not be amended or revised except by
        ---------------
a written instrument executed by both of the parties to this Agreement.

     10. COMMITTEE AUTHORITY. Any questions concerning the interpretation of
         -------------------
this Agreement, including without limitation the incorporated provisions of the
Plan, shall be determined by the Committee in its reasonable discretion.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
effective as of December 31, 2001.

                                        DIVERSIFIED CORPORATE RESOURCES, INC.


                                        By:
                                           -------------------------------------
                                            James E. Filarski, President


                                           -------------------------------------
                                            Anthony G. Schmeck

                                       8

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.31
<SEQUENCE>7
<FILENAME>dex1031.txt
<DESCRIPTION>STOCK OPTION AGREEMENT-FILARSKI DECEMBER 31
<TEXT>
<PAGE>


                                                                   EXHIBIT 10.31

James E. Filarski                                       Number of Shares 100,000

                            NONQUALIFIED STOCK OPTION
                                    UNDER THE
                      DIVERSIFIED CORPORATE RESOURCES, INC.
                       1998 NONQUALIFIED STOCK OPTION PLAN

     THIS AGREEMENT is executed by Diversified Corporate Resources, Inc., a
Texas corporation (herein called "Company") to evidence the grant to James E.
Filarski (herein called "Optionee") of a stock option effective as of December
31, 2001.

     WHEREAS, the Optionee is an key employee of the Company; and

     WHEREAS, the Optionee has been granted an option to purchase shares of
common stock, par value $.10 per share (the "Common Stock"), of the Company
pursuant to the Company's 1998 Amended and Restated Nonqualified Stock Option
Plan, as amended (the "Plan"); and

     WHEREAS, the Company considers it desirable and in its best interests that
Optionee be given an opportunity to acquire an additional equity interest in the
Company in the form of an option to purchase shares of the Common Stock; and

     WHEREAS, this Option is granted under, and pursuant to the terms of the
Plan. NOW, THEREFORE, in consideration of the premises, it is agreed as follows:

     1. GRANT OF OPTION. The Company shall and does hereby grant to Optionee the
        ---------------
option (the "Option") to purchase 100,000 shares (the "Shares") of Common Stock
for the price per share in the manner and subject to the conditions hereinafter
provided.

     2. TIME OF EXERCISE, VESTING AND EXERCISE PRICE OF OPTION. Subject to the
        ------------------------------------------------------
terms hereof, the Option herein granted must be exercised in whole or in part at
any time or times prior to December 31, 2011. Subject to the terms hereof, the
Option herein granted shall become exercisable (i.e. shall vest) as to 12,500
shares of Common Stock per quarter on the last day

                                       1

<PAGE>

of each calendar quarter ended the last day of March, June, September and
December commencing with the quarter ended March 31, 2002, and ending with the
quarter ended December 31, 2003. The exercise price of the Option shall be $
0.86 per share, subject to adjustment as provided in the Plan. The parties
hereto acknowledge and agree that (a), except as set forth below, such vesting
is contingent upon the Optionee being an officer of the Company as of any
applicable vesting date regardless of the reason that the Optionee may cease to
be an officer of the Company, and (b) subject to the restrictions herein as to
when the Option is exercisable, the Optionee shall have the right to select the
portion of the Option if and when the Optionee exercises any of this Option.

     If (i) a "Special Change in Control" occurs, and (ii) Optionee's employment
with the Company terminates for any reason other than Voluntary Termination or
Termination for Cause, during the twenty-four (24) month period immediately
following the Effective Date (as reasonably determined by the Committee) of such
Change in Control, then, notwithstanding the vesting schedule above, and any
other provision of this Agreement to the contrary, this Option will become
exercisable with respect to all of the Shares subject to this Option at the
exercise prices at which the Option would have been exercisable if the Optionee
had continued in employment through the dates set forth in the preceding
paragraph on which the Option would have been exercisable with respect to all of
the Shares, subject to this Option and will terminate as provided herein.

     For the purposes hereof, "Voluntary Termination" shall mean the Optionee's
resignation from the Company unless such resignation is as a direct proximate
result of (i) without Optionee's express written consent, the assignment to
Optionee of any duties materially inconsistent with his positions, duties,
responsibilities and status with the Company on the Effective Date of the
Special Change in Control, (ii) a reduction of Optionee's base compensation and
bonus to an amount which is greater than ten percent (10%) lower than such
compensation on the Effective Date of the Special Change In

                                       2

<PAGE>

Control, (iii) relocation of Optionee's principal location of work to any
location which is both (x) in excess of fifty (50) miles from the location of
Optionee's principal location of work on the Effective Date of the Special
Change in Control, and (y) in excess of the sum of the distance from Optionee's
principal residence on such Effective Date to the location of the Optionee's
principal location of work on such Effective Date, plus 50 miles, or (iv)
failure by the Company to require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company, by agreement in form and substance
reasonably satisfactory to the Optionee, expressly to assume and agree to
perform the obligations of the Company under his Employment Agreement and this
Agreement, or (v) any material breach of his Employment Agreement as in effect
on the Effective Date of the Special Change in Control, or this Agreement, by
the Company.

     For all purposes hereof, "Termination For Cause" shall mean Optionee's (i)
violation of any provision of this Agreement (but only after Optionee has
received written notice thereof and been given a reasonable period, not less
than thirty (30) days, to cure said violation), or (ii) conviction of a felony,
or a misdemeanor involving moral turpitude.

     For all purposes hereof "Special Change in Control" means (i) any person or
entity, including a "group" as defined in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), other than the Company, a
majority-owned subsidiary thereof or J. Michael Moore ("Moore") and any
affiliate of Moore, becomes the beneficial owner (as defined in Schedule 13(d)
under the Exchange Act) of the Company's securities having twenty-five percent
(25%) or more of the combined voting power of the then outstanding securities of
the Company that may be cast for the election of directors of the Company, or
(ii) as the result of, or in connection with, any cash tender or exchange offer,
merger or other business combination, sales of assets or contested election, or
any

                                       3

<PAGE>

combination of the foregoing transactions, less than a majority of the combined
voting power of the then outstanding securities of the Company or any successor
corporation or entity entitled to vote generally in the election of the
directors of the Company or such other corporation or entity after such
transaction are beneficially owned (as defined in Section 13(d) of the Exchange
Act) in the aggregate by the holders of the Company's securities entitled to
vote generally in the election of directors of the Company immediately prior to
such transaction, or (iii) during any period of two (2) consecutive years,
individuals who at the beginning of any such period constitute the Board of
Directors of the Company cease for any reason to constitute at least a majority
thereof, unless the election, or the nomination for election by the Company's
shareholders, of each director of the Company first elected during such period
was approved by a vote of at least two-thirds of the directors of the Company
then still in office who were directors of the Company at the beginning of any
such period. The "Effective Date" of such Special Change in Control shall be the
earlier of the date on which an event described in (i), (ii), or (iii) above
occurs, or (iv) if earlier, the date of the occurrence of the approval by
shareholders of an Agreement by the Company, the consummation of which would
result in an event described in (i), (ii), or (iii) above, or (v) if earlier,
the date of the acquisition of beneficial ownership, directly or indirectly, by
any entity, person or group (other than the Company, a majority-owned subsidiary
of the Company or Moore and any affiliate of Moore) of securities of the Company
representing five percent (5%) or more of the combined voting power of the
Company's outstanding securities, provided, however, that the events described
in (iv) and (v) will be considered the Effective Date of a Special Change in
Control only if they are followed within six (6) months by an event described in
(i), (ii) or (iii).

     3. METHOD OF EXERCISE. (a) In order to exercise this Option, in whole or in
        ------------------
part, the Optionee shall deliver to the Company at its principal place of
business, or at such other offices as

                                       4

<PAGE>

shall be designated by the Company (i) a written notice of such Optionee's
election to exercise this Option, which notice shall specify the number of
Shares to be purchased pursuant to such exercise and (ii) either (A) cash or a
check payable to the order of the Company, (B) notice that the exercise price is
satisfied by reduction of the number of Shares to be received by Optionee upon
exercise of this Option as provided in Section (b) below, with the amount of
such reduction specified in such notice, (C) shares of Common Stock having a
fair market value equal to the Exercise Price, or (D) a combination of the
above. The Company shall undertake to make prompt delivery of the stock
certificate(s) evidencing such part of the Shares, provided that if any law or
regulation requires the Company to take any action with respect to the Shares
specified in such notice before the issuance thereof, then the date of delivery
of such Shares shall be extended for the period necessary to take such action.

     (b) At the election of the Optionee, the Optionee may exercise this Option
without a cash payment of the exercise price by designating that the number of
Shares issuable to Optionee upon such exercise shall be reduced by the number of
Shares having a fair market value equal to the amount of the total Exercise
Price for such exercise. In such instance, no cash or other consideration will
be paid by the Optionee in connection with such exercise and no commission or
other remuneration will be paid or given by the Optionee or the Company in
connection with such exercise.

     (c) For all purposes relating to the surrender or delivery of Shares in
satisfaction of obligations described in subsection (a) and (b) of this Section
3, the fair market value of the shares of Common Stock delivered or surrendered
shall be determined as of the business day next preceding the date of their
surrender or delivery, and shall mean the price at which such shares would
exchange hands between a willing buyer and willing seller, neither of whom are
under compulsion to buy or sell, as reasonably determined by the Committee;
provided, however, that so long as such shares are listed

                                       5

<PAGE>

on a national stock exchange or quoted on the National Association of Securities
Dealers Automated Quotation System ("NASDAQ"), it shall mean the closing sale
price (or, if no closing sale price is quoted, the mean between the closing bid
and sale price) of such shares on such exchange or on NASDAQ on such next
business day, or, if no such shares were traded on such business day, the
closing sale price (or, if no closing sale price is quoted, the mean between the
closing bid and sale price) on the next preceding business day on which such
shares were traded.

     (d) Upon the exercise of an Option, and before the transfer of Shares, the
Optionee shall be required to pay to the Company, in cash or in Shares
(including, but not limited to, the reservation to the Company of the requisite
number of Shares otherwise payable to such person with respect to such Option in
the manner described in (b)) the amount which the Company reasonably determines
to be necessary in order for the Company to comply with applicable federal or
state tax withholding requirements, and the collection of employment taxes;
provided, further, that the Committee may require that such payment be made in
cash.

     4. TERMINATION OF OPTION. To the extent not theretofore exercised, the
        ---------------------
Option herein granted shall terminate with respect to all such Shares
immediately upon Optionee's termination of employment for any reason, and shall
terminate with respect to Shares, which have vested on the earlier of (a)
December 31, 2011, (b) 180 days from the date on which Optionee's employment
with the Company is terminated for any reason other than the death or disability
of the Optionee, and (c) one (1) year from the date on which Optionee's
employment with the Company is terminated if such termination is due to death or
disability of the Optionee.

     5. RIGHTS PRIOR TO EXERCISE OF OPTION. The Option herein granted is
        ----------------------------------
nontransferable by Optionee except as herein otherwise provided. This Option may
be pledged for the sole purpose of exercising stock options granted to the
Optionee by the Company to purchase

                                       6

<PAGE>

shares of Common Stock of the Company. Unless the Optionee is deceased or
disabled, with the determination of the existence or nonexistence of such
disability such disability left to the reasonable discretion of the Committee,
or pledged as permitted hereunder, the Option herein may only be exercised by
the Optionee. If the Optionee dies during the period of time that all or any of
part of this Option is exercisable, the Optionee's executor or legal
representative may exercise all or any part of this Option with respect to the
Shares which are vested, at any time or times prior to the termination of the
Option. If the Optionee is disabled, as aforesaid, the Optionee's legal
representative may exercise all or any part of this Option with respect to the
Shares which are vested, at any time or times prior to the termination of the
Option. Optionee shall have no rights as a stockholder with respect to the
Shares until payment of the Exercise Price for the Shares purchased by exercise
of the Option, and the issuance of the Shares involved.

     6. BINDING EFFECT. Without limitation, the Option herein granted is issued
        --------------
under, and granted in all respects subject to all of the provisions of, the
Plan, all of which provisions of the Plan are incorporated herein by reference;
provided, however, without limitation, that the provisions of this Agreement
will determine the agreement of the parties with respect to each matter set
forth herein to the extent the provisions of this Agreement do not require a
result that is inconsistent with the Plan; and provided, finally, that the
parties expressly agree that no inference shall be drawn with respect to the
intent of the parties based on the inclusion of, or reference to, some
provisions of the Plan in this Agreement, and the omission of such inclusion or
reference with respect to other provisions of the Plan in this Agreement; and
provided, finally, that this Agreement shall be binding upon and inure to the
benefit of the Company, and its representatives, successors and assigns, and the
Optionee and his or her legal representative (to the extent expressly
permitted).

                                       7

<PAGE>

     7. MULTIPLE ORIGINALS. This Agreement may be executed in multiple
        ------------------
counterparts with each counterpart constituting an original for all purposes.

     8. AMENDMENT. This Agreement may not be amended or revised in such a manner
        ---------
as to impair the rights of the Optionee without Optionee's written consent.

     9. TOTAL AGREEMENT. This Agreement may not be amended or revised except by
        ---------------
a written instrument executed by both of the parties to this Agreement.

     10. COMMITTEE AUTHORITY. Any questions concerning the interpretation of
         -------------------
this Agreement, including without limitation the incorporated provisions of the
Plan, shall be determined by the Committee in its reasonable discretion.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
effective as of the December 31, 2001.

                          DIVERSIFIED CORPORATE RESOURCES, INC.


                          By:
                              --------------------------------------------------
                          J. Michael Moore, Chairman and Chief Executive Officer


                          ------------------------------------------------------
                          James E. Filarski

                                       8

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.46
<SEQUENCE>8
<FILENAME>dex1046.txt
<DESCRIPTION>STOCK OPTION AGREEMENT-FILARSKI AUGUST 9
<TEXT>
<PAGE>


                                                                   EXHIBIT 10.46

James E. Filarski                                       Number of Shares 100,000

                            NONQUALIFIED STOCK OPTION
                                    UNDER THE
                      DIVERSIFIED CORPORATE RESOURCES, INC.
                       1998 NONQUALIFIED STOCK OPTION PLAN

     THIS AGREEMENT is executed by Diversified Corporate Resources, Inc., a
Texas corporation (herein called "Company") to evidence the grant to James E.
Filarski (herein called "Optionee") of a stock option effective as of August 9,
2001.

     WHEREAS, the Optionee is an key employee of the Company; and

     WHEREAS, the Optionee has been granted an option to purchase shares of
common stock, par value $.10 per share (the "Common Stock"), of the Company
pursuant to the Company's 1998 Amended and Restated Nonqualified Stock Option
Plan, as amended (the "Plan"); and

     WHEREAS, the Company considers it desirable and in its best interests that
Optionee be given an opportunity to acquire an additional equity interest in the
Company in the form of an option to purchase shares of the Common Stock; and

     WHEREAS, this Option is granted under, and pursuant to the terms of the
Plan.

     NOW, THEREFORE, in consideration of the premises, it is agreed as follows:

     1. GRANT OF OPTION. The Company shall and does hereby grant to Optionee the
        ---------------
option (the "Option") to purchase 100,000 shares (the "Shares") of Common Stock
for the price per share in the manner and subject to the conditions hereinafter
provided.

     2. TIME OF EXERCISE, VESTING AND EXERCISE PRICE OF OPTION. Subject to the
        ------------------------------------------------------
terms hereof, the Option herein granted must be exercised in whole or in part at
any time or times prior to August 9, 2011. Subject to the terms hereof, the
Option herein granted shall become exercisable (i.e. shall vest) as to 12,500
shares of Common Stock per quarter on the last day of each

                                       1

<PAGE>

calendar quarter ended the last day of March, June, September and December
commencing with the quarter ended September 30, 2001, and ending with the
quarter ended June 30, 2003. The exercise price of the Option shall be $ 1.60
per share, subject to adjustment as provided in the plan. The parties hereto
acknowledge and agree that (a), except as set forth below, such vesting is
contingent upon the Optionee being an officer of the Company as of any
applicable vesting date regardless of the reason that the Optionee may cease to
be an officer of the Company, and (b) subject to the restrictions herein as to
when the Option is exercisable, the Optionee shall have the right to select the
portion of the Option if and when the Optionee exercises any of this Option.

     If (i) a "Special Change in Control" occurs, and (ii) Optionee's employment
with the Company terminates for any reason other than Voluntary Termination or
Termination for Cause, during the twenty-four (24) month period immediately
following the Effective Date (as reasonably determined by the Committee) of such
Change in Control, then, notwithstanding the vesting schedule above, and any
other provision of this Agreement to the contrary, this Option will become
exercisable with respect to all of the Shares subject to this Option at the
exercise prices at which the Option would have been exercisable if the Optionee
had continued in employment through the dates set forth in the preceding
paragraph on which the Option would have been exercisable with respect to all of
the Shares, subject to this Option and will terminate as provided herein.

     For the purposes hereof, "Voluntary Termination" shall mean the Optionee's
resignation from the Company unless such resignation is as a direct proximate
result of (i) without Optionee's express written consent, the assignment to
Optionee of any duties materially inconsistent with his positions, duties,
responsibilities and status with the Company on the Effective Date of the
Special Change in Control, (ii) a reduction of Optionee's base compensation and
bonus to an amount which is greater than ten percent (10%) lower than such
compensation on the Effective Date of the Special Change In

                                       2

<PAGE>

Control, (iii) relocation of Optionee's principal location of work to any
location which is both (x) in excess of fifty (50) miles from the location of
Optionee's principal location of work on the Effective Date of the Special
Change in Control, and (y) in excess of the sum of the distance from Optionee's
principal residence on such Effective Date to the location of the Optionee's
principal location of work on such Effective Date, plus 50 miles, or (iv)
failure by the Company to require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company, by agreement in form and substance
reasonably satisfactory to the Optionee, expressly to assume and agree to
perform the obligations of the Company under his Employment Agreement and this
Agreement, or (v) any material breach of his Employment Agreement as in effect
on the Effective Date of the Special Change in Control, or this Agreement, by
the Company.

     For all purposes hereof, "Termination For Cause" shall mean Optionee's (i)
violation of any provision of this Agreement (but only after Optionee has
received written notice therof and been given a reasonable period, not less than
thirty (30) days, to cure said violation), or (ii) conviction of a felony, or a
misdemeanor involving moral turpitude.

     For all purposes hereof "Special Change in Control" means (i) any person or
entity, including a "group" as defined in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), other than the Company, a
majority-owned subsidiary thereof or J. Michael Moore ("Moore") and any
affiliate of Moore, becomes the beneficial owner (as defined in Schedule 13(d)
under the Exchange Act) of the Company's securities having twenty-five percent
(25%) or more of the combined voting power of the then outstanding securities of
the Company that may be cast for the election of directors of the Company, or
(ii) as the result of, or in connection with, any cash tender or exchange offer,
merger or other business combination, sales of assets or contested election, or
any

                                       3

<PAGE>

combination of the foregoing transactions, less than a majority of the combined
voting power of the then outstanding securities of the Company or any successor
corporation or entity entitled to vote generally in the election of the
directors of the Company or such other corporation or entity after such
transaction are beneficially owned (as defined in Section 13(d) of the Exchange
Act) in the aggregate by the holders of the Company's securities entitled to
vote generally in the election of directors of the Company immediately prior to
such transaction, or (iii) during any period of two (2) consecutive years,
individuals who at the beginning of any such period constitute the Board of
Directors of the Company cease for any reason to constitute at least a majority
thereof, unless the election, or the nomination for election by the Company's
shareholders, of each director of the Company first elected during such period
was approved by a vote of at least two-thirds of the directors of the Company
then still in office who were directors of the Company at the beginning of any
such period. The "Effective Date" of such Special Change in Control shall be the
earlier of the date on which an event described in (i), (ii), or (iii) above
occurs, or (iv) if earlier, the date of the occurrence of the approval by
shareholders of an Agreement by the Company, the consummation of which would
result in an event described in (i), (ii), or (iii) above, or (v) if earlier,
the date of the acquisition of beneficial ownership, directly or indirectly, by
any entity, person or group (other than the Company, a majority-owned subsidiary
of the Company or Moore and any affiliate of Moore) of securities of the Company
representing five percent (5%) or more of the combined voting power of the
Company's outstanding securities, provided, however, that the events described
in (iv) and (v) will be considered the Effective Date of a Special Change in
Control only if they are followed within six (6) months by an event described in
(i), (ii) or (iii).

     3. METHOD OF EXERCISE. (a) In order to exercise this Option, in whole or in
        ------------------
part, the Optionee shall deliver to the Company at its principal place of
business, or at such other offices as

                                       4

<PAGE>

shall be designated by the Company (i) a written notice of such Optionee's
election to exercise this Option, which notice shall specify the number of
Shares to be purchased pursuant to such exercise and (ii) either (A) cash or a
check payable to the order of the Company, (B) notice that the exercise price is
satisfied by reduction of the number of Shares to be received by Optionee upon
exercise of this Option as provided in Section (b) below, with the amount of
such reduction specified in such notice, (C) shares of Common Stock having a
fair market value equal to the Exercise Price, or (D) a combination of the
above. The Company shall undertake to make prompt delivery of the stock
certificate(s) evidencing such part of the Shares, provided that if any law or
regulation requires the Company to take any action with respect to the Shares
specified in such notice before the issuance thereof, then the date of delivery
of such Shares shall be extended for the period necessary to take such action.

     (b) At the election of the Optionee, the Optionee may exercise this Option
without a cash payment of the exercise price by designating that the number of
Shares issuable to Optionee upon such exercise shall be reduced by the number of
Shares having a fair market value equal to the amount of the total Exercise
Price for such exercise. In such instance, no cash or other consideration will
be paid by the Optionee in connection with such exercise and no commission or
other remuneration will be paid or given by the Optionee or the Company in
connection with such exercise.

     (c) For all purposes relating to the surrender or delivery of Shares in
satisfaction of obligations described in subsection (a) and (b) of this Section
3, the fair market value of the shares of Common Stock delivered or surrendered
shall be determined as of the business day next preceding the date of their
surrender or delivery, and shall mean the price at which such shares would
exchange hands between a willing buyer and willing seller, neither of whom are
under compulsion to buy or sell, as reasonably determined by the Committee;
provided, however, that so long as such shares are listed

                                       5

<PAGE>

on a national stock exchange or quoted on the National Association of Securities
Dealers Automated Quotation System ("NASDAQ"), it shall mean the closing sale
price (or, if no closing sale price is quoted, the mean between the closing bid
and sale price) of such shares on such exchange or on NASDAQ on such next
business day, or, if no such shares were traded on such business day, the
closing sale price (or, if no closing sale price is quoted, the mean between the
closing bid and sale price) on the next preceding business day on which such
shares were traded.

     (d) Upon the exercise of an Option, and before the transfer of Shares, the
Optionee shall be required to pay to the Company, in cash or in Shares
(including, but not limited to, the reservation to the Company of the requisite
number of Shares otherwise payable to such person with respect to such Option in
the manner described in (b)) the amount which the Company reasonably determines
to be necessary in order for the Company to comply with applicable federal or
state tax withholding requirements, and the collection of employment taxes;
provided, further, that the Committee may require that such payment be made in
cash.

     4. TERMINATION OF OPTION. To the extent not theretofore exercised, the
        ---------------------
Option herein granted shall terminate with respect to all such Shares
immediately upon Optionee's termination of employment for any reason, and shall
terminate with respect to Shares, which have vested on the earlier of (a) August
9, 2011, (b) 180 days from the date on which Optionee's employment with the
Company is terminated for any reason other than the death or disability of the
Optionee, and (c) one (1) year from the date on which Optionee's employment with
the Company is terminated if such termination is due to death or disability of
the Optionee.

     5. RIGHTS PRIOR TO EXERCISE OF OPTION. The Option herein granted is
        ----------------------------------
nontransferable by Optionee except as herein otherwise provided. This Option may
be pledged for the sole purpose of exercising stock options granted to the
Optionee by the Company to purchase

                                       6

<PAGE>

shares of Common Stock of the Company. Unless the Optionee is deceased or
disabled, with the determination of the existence or nonexistence of such
disability such disability left to the reasonable discretion of the Committee,
or pledged as permitted hereunder, the Option herein may only be exercised by
the Optionee. If the Optionee dies during the period of time that all or any of
part of this Option is exercisable, the Optionee's executor or legal
representative may exercise all or any part of this Option with respect to the
Shares which are vested, at any time or times prior to the termination of the
Option. If the Optionee is disabled, as aforesaid, the Optionee's legal
representative may exercise all or any part of this Option with respect to the
Shares which are vested, at any time or times prior to the termination of the
Option. Optionee shall have no rights as a stockholder with respect to the
Shares until payment of the Exercise Price for the Shares purchased by exercise
of the Option, and the issuance of the Shares involved.

     6. BINDING EFFECT. Without limitation, the Option herein granted is issued
        --------------
under, and granted in all respects subject to all of the provisions of, the
Plan, all of which provisions of the Plan are incorporated herein by reference;
provided, however, without limitation, that the provisions of this Agreement
will determine the agreement of the parties with respect to each matter set
forth herein to the extent the provisions of this Agreement do not require a
result that is inconsistent with the Plan; and provided, finally, that the
parties expressly agree that no inference shall be drawn with respect to the
intent of the parties based on the inclusion of, or reference to, some
provisions of the Plan in this Agreement, and the omission of such inclusion or
reference with respect to other provisions of the Plan in this Agreement; and
provided, finally, that this Agreement shall be binding upon and inure to the
benefit of the Company, and its representatives, successors and assigns, and the
Optionee and his or her legal representative (to the extent expressly
permitted).

                                       7

<PAGE>

     7. MULTIPLE ORIGINALS. This Agreement may be executed in multiple
        ------------------
counterparts with each counterpart constituting an original for all purposes.

     8. AMENDMENT. This Agreement may not be amended or revised in such a manner
        ---------
as to impair the rights of the Optionee without Optionee's written consent.

     9. TOTAL AGREEMENT. This Agreement may not be amended or revised except by
        ---------------
a written instrument executed by both of the parties to this Agreement.

     10. COMMITTEE AUTHORITY. Any questions concerning the interpretation of
         -------------------
this Agreement, including without limitation the incorporated provisions of the
Plan, shall be determined by the Committee in its reasonable discretion.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
effective as of the August 9, 2001.

                          DIVERSIFIED CORPORATE RESOURCES, INC.


                          By:
                              --------------------------------------------------
                          J. Michael Moore, Chairman and Chief Executive Officer


                          ------------------------------------------------------
                          James E. Filarski

                                       8

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.47
<SEQUENCE>9
<FILENAME>dex1047.txt
<DESCRIPTION>AMEND. TO STOCK OPTION-HUNTER
<TEXT>
<PAGE>


                                                                   EXHIBIT 10.47

                       ADDENDUM TO STOCK OPTION AGREEMENTS

     This Addendum to Stock Option Agreement (the "Addendum") is made and
entered into by and between Diversified Corporate Resources, Inc. a Texas
corporation (the "Company"), and Samuel E. Hunter (the "Optionee").

     WHEREAS, the Company has previously granted to Optionee the options to
purchase (collectively referred to as the "Options") 10,000 shares of common
stock of the Company at $3.00 per share, and another 10,000 shares of common
stock of the Company at $4.00 per share; and

     WHEREAS, the Optionee has previously exercised part of the Options so that
the number of shares remaining to be exercised with respect to the Options are
5,000 shares at $3.00 per share, and 10,000 shares at $4.00 per shares; and

     WHEREAS, both of the Options are subject to a written agreement
(collectively referred to as the "Prior Agreements") between the Company and the
Optionee; and

     Whereas, the purpose of this Addendum is to amend both of the Prior
Agreements as herein set forth.

     For good and valuable consideration requested, the parties hereto agree as
follows:

     1. The expiration date of both of Options shall be, and hereby is, extended
from December 31, 2001 until December 31, 2006.

     2. Except as amended hereby, the Prior Agreements are not amended or
revised and remain in full force and effect.

     This Addendum is effective as of the 9th day of August, 2001.

                                           Diversified Corporate Resources, Inc.


                                           By: /s/ James E. Filarski
                                               ---------------------------------
                                               James E. Filarski, President


                                               /s/ Samuel E. Hunter
                                               ---------------------------------
                                               Samuel E. Hunter

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.48
<SEQUENCE>10
<FILENAME>dex1048.txt
<DESCRIPTION>AMEND TO STOCK OPTION-MOORE AUGUST 9
<TEXT>
<PAGE>


                                                                   EXHIBIT 10.48

                       ADDENDUM TO STOCK OPTION AGREEMENTS

     This Addendum to Stock Option Agreement (the "Addendum") is made and
entered into by and between Diversified Corporate Resources, Inc. a Texas
corporation (the "Company"), and J. Michael Moore (the "Optionee").

     WHEREAS, on December 27, 1996, the Company granted to Optionee two options
(collectively referred to as the "Options") to purchase 46,500 and 31,000 shares
of common stock of the Company, respectively; and

     WHEREAS, both of the Options are subject to a written agreement
(collectively referred to as the "Prior Agreements") between the Company and the
Optionee; and

     Whereas, the purpose of this Addendum is to amend both of the Prior
Agreements as herein set forth.

     For good and valuable consideration requested, the parties hereto agree as
follows:

     1. The expiration date of the respective Options is hereby extended from
December 31, 2001 until December 31, 2006.

     2. Except as amended hereby, the Prior Agreements are not amended or
revised and remain in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed the        day of September, 2001, but effective as of the 9th day of
             ------
August, 2001.

                                           Diversified Corporate Resources, Inc.


                                           By: /s/ James E. Filarski
                                               ---------------------------------
                                               James E. Filarski, President


                                               /s/ J. Michael Moore
                                               ---------------------------------
                                               J. Michael Moore

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.49
<SEQUENCE>11
<FILENAME>dex1049.txt
<DESCRIPTION>DIRECTORS OPTION-ALLEN JANUARY 1, 2000
<TEXT>
<PAGE>


                                                                   EXHIBIT 10.49

                    DIRECTOR OPTION AGREEMENT 2000 RE: ALLEN

     THIS AGREEMENT is by and between Diversified Corporate Resources, Inc., a
Texas corporation (herein called the "Company"), and A. Clinton Allen (herein
called "Optionee").

     WHEREAS, the Optionee is a director of the Company; and

     WHEREAS, the Company considers it desirable and in its best interests that
Optionee be given an opportunity to acquire an equity interest in the Company in
the form of an option to purchase shares of common stock, par value $.10 per
share (the "Common Stock"), of the Company; and

     WHEREAS, the option covered by this Agreement is issued pursuant to the
Company's Non-Employee Director 1998 Stock Option Plan (the "Plan").

     NOW THEREFORE, in consideration of the premises, it is agreed as follows:

     1. GRANT OF OPTION. The Company shall and does hereby grant to Optionee the
        ---------------
right, privilege and option to purchase 12,500 shares (the "Shares") of Common
Stock for the price per share in the manner and subject to the conditions
hereinafter provided.

     2. TIME OF EXERCISE, VESTING AND EXERCISE PRICE OF OPTION. Subject to the
        ------------------------------------------------------
terms hereof, the option herein granted must be exercised in whole or in part at
any time or times prior to January 1, 2010. Subject to the terms hereof, the
option herein granted shall become exercisable (i.e. shall vest) as to 2.875
shares of Common Stock on the last day of each calendar quarter ended on the
last day of March, June, September and December commencing with the quarter
ended March 31, 2000 and ending with the quarter ended December 31, 2000. The
exercise price of the option shall be $2.875 per share, subject to adjustment as
herein provided. The parties hereto acknowledge and agree that (a), except as
set forth below, such vesting is contingent upon the Optionee being a director
of the Company as of any applicable vesting date, regardless of the reason that
the Optionee may cease to be a director of the Company, and (b) subject to the
restrictions herein as to when the option is

                                       1

<PAGE>

exercisable, the Optionee shall have the right to select the portion of the
option if and when the Optionee exercises any of this option.

          If a "Special Change in Control" (as herein defined) occurs, and
whether or not Optionee continues as a director of the Company following the
Effective Date (as herein defined) of such Special Change in Control, then,
notwithstanding any provision of this Agreement to the contrary, and without
limitation, the Optionee will be fully vested with respect to all of the options
then covered by this Agreement; such options will be exercisable at the exercise
price set forth in the preceding paragraph as may be adjusted pursuant to
Section 5(a) hereof, and will terminate as herein provided.

     3. METHOD OF EXERCISE.
        ------------------

          a. In order to exercise this option, in whole or in part, the Optionee
shall deliver to the Company at its principal place of business, or at such
other offices as shall be designated by the Company (i) a written notice of
Optionee's election to exercise this option, which notice shall specify the
number of shares of Common Stock to be purchased pursuant to such exercise and
(ii) either (A) cash or a check, payable to the order of the Company, equal to
the option price, (B) notice that the exercise price is satisfied by reduction
of the number of shares to be received by the Optionee upon exercise of this
option as provided in Section 3(b) below, with the amount of such reduction
specified in such notice, (C) shares of Common Stock having a fair market value
equal to the option price, or (D) a combination of the above; the option price
shall be the exercise price multiplied by the number of shares of Common Stock
to be purchased pursuant to the exercise involved. The Company shall undertake
to make prompt delivery of the stock certificate(s) evidencing such part of the
Shares, provided that if any law or regulation requires the Company to take any
action with respect to the Shares specified in such notice before the issuance
thereof, then the date of delivery of such Shares shall be extended for the
period necessary to take such action.

          b. At the election of the Optionee, the Optionee may exercise this
option without a cash payment of the exercise price by designating that the
number of shares of

                                       2

<PAGE>

Common Stock issuable to Optionee upon such exercise shall be reduced by the
number of shares having a fair market value equal to the amount of the option
price for such exercise. In such instance, no cash or other consideration will
be paid by the Optionee in connection with such exercise and no commission or
other remuneration will be paid or given by the Optionee or the Company in
connection with such exercise.

          c. For this purpose, the fair market value of the shares of Common
Stock with respect to the exercise of an option shall be determined as of the
last business day prior to such exercise of the option.

     4. TERMINATION OF OPTION. To the extent not theretofore exercised, the
        ---------------------
option herein granted shall terminate on the earlier of (a) January 1, 2010, or
(b) six (6) months from the date on which Optionee ceases to be a director of
the Company for any reason other than death or disability of the Optionee, or
(c) one (1) year from the date on which Optionee ceases to be a director of the
Company if such event is due to the death or disability of the Optionee.

     5. RECLASSIFICATION, CONSOLIDATION, MERGER AND SPECIAL CHANGE IN CONTROL.
        ---------------------------------------------------------------------

          a. If and to the extent that the number of shares of Common Stock of
the Company shall be increased or reduced by change in par value, split-up,
reclassification, distribution of a dividend payable in stock, or the like, the
number of shares of Common Stock subject to the option herein granted, and the
option price therefor, shall be appropriately adjusted.

          b. For all purposes hereof "Special Change in Control" means (i) any
person or entity, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than the
Company, a majority-owned subsidiary thereof, J. Michael Moore ("Moore") or any
affiliate of Moore, becomes the beneficial owner (as defined pursuant to
Schedule 13(d) under the Exchange Act) of the Company's securities having
twenty-five percent (25%) or more of the combined voting power of the then
outstanding securities of the Company that may be cast for the election of
directors of the Company, or (ii)

                                       3

<PAGE>

as the result of, or in connection with, any cash tender or exchange offer,
merger or other business combination, sales of assets or contested election, or
any combination of the foregoing transactions, less than a majority of the
combined voting power of the then outstanding securities of the Company or any
successor corporation or entity entitled to vote generally in the election of
the directors of the Company or such other corporation or entity after such
transaction are beneficially owned (as defined pursuant to Section 13(d) of the
Exchange Act) in the aggregate by the holders of the Company's securities
entitled to vote generally in the election of directors of the Company
immediately prior to such transaction, or (iii) during any period of two (2)
consecutive years, individuals who at the beginning of any such period
constitute the Board of Directors of the Company cease for any reason to
constitute at least a majority thereof, unless the election, or the nomination
for election by the Company's shareholders, of each director of the Company
first elected during such period was approved by a vote of at least two- thirds
of the directors of the Company then still in office who were directors of the
Company at the beginning of any such period. The "Effective Date" of such
Special Change in Control shall be the earlier of the date on which an event
described in (i), (ii), or (iii) occurs, or (iv) if earlier, the date of the
occurrence of the approval by the Company's shareholders of an agreement
involving the Company, the consummation of which would result in an event
described in (i), (ii), or (iii), hereof, or (v) if earlier, the date of
occurrence of the acquisition of beneficial ownership (as defined pursuant to
Section 13(d) of the Exchange Act), directly or indirectly, by any entity,
person or group (other than the Company, majority-owned subsidiary of the
Company, Moore or any affiliate of Moore) of securities of the Company
representing five percent (5%) or more of the combined voting power of the
Company's outstanding securities; provided, however, that the events described
in (iv) and (v) will be considered the Effective Date of a Special Change in
Control if they are followed within six (6) months by an event described in (i),
(ii) or (iii).

     6. RIGHTS PRIOR TO EXERCISE OF OPTION. The option herein granted is
        ----------------------------------
nontransferable by Optionee except as herein otherwise provided. This option may
be pledged

                                       4

<PAGE>

for the sole purpose of exercising stock options granted to the Optionee by the
Company to purchase shares of Common Stock of the Company. Unless the Optionee
is deceased or disabled, with the determination of the existence or nonexistence
of such disability such disability left to the reasonable discretion of the
Board of Directors of the Company, or pledged as permitted hereunder, the option
herein may only be exercised by the Optionee. If the Optionee dies during the
period of time that all or any of part of this option is exercisable, the
Optionee's executor or legal representative may exercise all or any part of this
option at any time or times during the period of time in which the option herein
is granted. If the Optionee is disabled, as aforesaid, the Optionee's legal
representative shall have the right to exercise all or any part of this option
at any time or times during the period of time in which the Optionee is disabled
and the option herein granted has not expired by the terms of this Agreement.
With respect to the shares of stock which are subject to the option herein
granted, Optionee shall have no rights as a stockholder until payment of the
option price for the shares being purchased by exercise of the option herein
granted, and the issuance of the shares involved.

     7. BINDING EFFECT. Without limitation, the option herein granted is issued
        --------------
under and granted in all respects subject to all of the provisions of, the Plan,
all of which provisions of the Plan are incorporated herein by reference.
Provided, however, without limitation, that (a) the provisions of this Agreement
will determine the agreement of the parties with respect to each matter set
forth herein to the extent the provisions of the Agreement do not require a
result that is inconsistent with the Plan, (b) the parties expressly agree that
no inference shall be drawn with respect to the intent of the parties based on
the inclusion of, reference to, some provisions of the Plan in this Agreement,
and the omission of such inclusion or reference with respect to other provisions
of the Plan in this Agreement, and (c) this Agreement shall be binding upon and
inure to the benefit of the Company, and its representatives, successors and
assigns, and the Optionee and his or her legal representative (to the extent
expressly permitted).

     8. MULTIPLE ORIGINALS. This Agreement may be executed in multiple
        ------------------
counterparts with each counterpart constituting an original for all purposes.

                                       5

<PAGE>

     9. TOTAL AGREEMENT. This Agreement may not be amended or revised except by
        ---------------
a written instrument executed by both of the parties to this Agreement.

     10. BOARD AUTHORITY. Any questions concerning the interpretation of
         ---------------
Agreement, including the incorporated provisions of the Plan, shall be
determined by the Board of Directors of the Company in its reasonable
discretion.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the     day of          , 2000, but effective as of January 1, 2000.
                ----       ---------

                                           DIVERSIFIED CORPORATE RESOURCES, INC.


                                           By: /s/ M. Ted Dillard
                                               ---------------------------------
                                           Name:  M. Ted Dillard
                                           Title: President

                                           OPTIONEE:


                                           /s/ A. Clinton Allen
                                           -------------------------------------
                                           A. Clinton Allen

                                       6

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.50
<SEQUENCE>12
<FILENAME>dex1050.txt
<DESCRIPTION>DIRECTORS OPTION-ALLEN JANUARY 2001
<TEXT>
<PAGE>


                                                                   EXHIBIT 10.50

                    DIRECTOR OPTION AGREEMENT 2001 RE: ALLEN

     THIS AGREEMENT is by and between Diversified Corporate Resources, Inc., a
Texas corporation (herein called the "Company"), and A. Clinton Allen (herein
called "Optionee").

     WHEREAS, the Optionee is a director of the Company; and

     WHEREAS, the Company considers it desirable and in its best interests that
Optionee be given an opportunity to acquire an equity interest in the Company in
the form of an option to purchase shares of common stock, par value $.10 per
share (the "Common Stock"), of the Company; and

     WHEREAS, the option covered by this Agreement is issued pursuant to the
Company's Non-Employee Director 1998 Stock Option Plan (the "Plan").

     NOW THEREFORE, in consideration of the premises, it is agreed as follows:

     1. GRANT OF OPTION. The Company shall and does hereby grant to Optionee the
        ---------------
right, privilege and option to purchase 12,500 shares (the "Shares") of Common
Stock for the price per share in the manner and subject to the conditions
hereinafter provided.

     2. TIME OF EXERCISE, VESTING AND EXERCISE PRICE OF OPTION. Subject to the
        ------------------------------------------------------
terms hereof, the option herein granted must be exercised in whole or in part at
any time or times prior to January 1, 2011. Subject to the terms hereof, the
option herein granted shall become exercisable (i.e. shall vest) as to 3,125
shares of Common Stock on the last day of each calendar quarter ended on the
last day of March, June, September and December commencing with the quarter
ended March 31, 2001 and ending with the quarter ended December 31, 2001. The
exercise price of the option shall be $2.875 per share, subject to adjustment as
herein provided. The parties hereto acknowledge and agree that (a), except as
set forth below, such vesting is contingent upon the Optionee being a director
of the Company as of any applicable vesting date, regardless of the reason that
the Optionee may cease to be a director of the Company, and (b) subject to the
restrictions herein as to when the option is

                                       1

<PAGE>

exercisable, the Optionee shall have the right to select the portion of the
option if and when the Optionee exercises any of this option.

     If a "Special Change in Control" (as herein defined) occurs, and whether or
not Optionee continues as a director of the Company following the Effective Date
(as herein defined) of such Special Change in Control, then, notwithstanding any
provision of this Agreement to the contrary, and without limitation, the
Optionee will be fully vested with respect to all of the options then covered by
this Agreement; such options will be exercisable at the exercise price set forth
in the preceding paragraph as may be adjusted pursuant to Section 5(a) hereof,
and will terminate as herein provided.

     3. METHOD OF EXERCISE.
        ------------------

          a. In order to exercise this option, in whole or in part, the Optionee
shall deliver to the Company at its principal place of business, or at such
other offices as shall be designated by the Company (i) a written notice of
Optionee's election to exercise this option, which notice shall specify the
number of shares of Common Stock to be purchased pursuant to such exercise and
(ii) either (A) cash or a check, payable to the order of the Company, equal to
the option price, (B) notice that the exercise price is satisfied by reduction
of the number of shares to be received by the Optionee upon exercise of this
option as provided in Section 3(b) below, with the amount of such reduction
specified in such notice, (C) shares of Common Stock having a fair market value
equal to the option price, or (D) a combination of the above; the option price
shall be the exercise price multiplied by the number of shares of Common Stock
to be purchased pursuant to the exercise involved. The Company shall undertake
to make prompt delivery of the stock certificate(s) evidencing such part of the
Shares, provided that if any law or regulation requires the Company to take any
action with respect to the Shares specified in such notice before the issuance
thereof, then the date of delivery of such Shares shall be extended for the
period necessary to take such action.

          b. At the election of the Optionee, the Optionee may exercise this
option without a cash payment of the exercise price by designating that the
number of shares of

                                       2

<PAGE>

Common Stock issuable to Optionee upon such exercise shall be reduced by the
number of shares having a fair market value equal to the amount of the option
price for such exercise. In such instance, no cash or other consideration will
be paid by the Optionee in connection with such exercise and no commission or
other remuneration will be paid or given by the Optionee or the Company in
connection with such exercise.

          c. For this purpose, the fair market value of the shares of Common
Stock with respect to the exercise of an option shall be determined as of the
last business day prior to such exercise of the option.

     4. TERMINATION OF OPTION. To the extent not theretofore exercised, the
        ---------------------
option herein granted shall terminate on the earlier of (a) January 1, 2011, or
(b) six (6) months from the date on which Optionee ceases to be a director of
the Company for any reason other than death or disability of the Optionee, or
(c) one (1) year from the date on which Optionee ceases to be a director of the
Company if such event is due to the death or disability of the Optionee.

     5. RECLASSIFICATION, CONSOLIDATION, MERGER AND SPECIAL CHANGE IN CONTROL.
        ---------------------------------------------------------------------

          a. If and to the extent that the number of shares of Common Stock of
the Company shall be increased or reduced by change in par value, split-up,
reclassification, distribution of a dividend payable in stock, or the like, the
number of shares of Common Stock subject to the option herein granted, and the
option price therefor, shall be appropriately adjusted.

          b. For all purposes hereof "Special Change in Control" means (i) any
person or entity, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than the
Company, a majority-owned subsidiary thereof, J. Michael Moore ("Moore") or any
affiliate of Moore, becomes the beneficial owner (as defined pursuant to
Schedule 13(d) under the Exchange Act) of the Company's securities having
twenty-five percent (25%) or more of the combined voting power of the then
outstanding securities of the Company that may be cast for the election of
directors of the Company, or (ii)

                                       3

<PAGE>

as the result of, or in connection with, any cash tender or exchange offer,
merger or other business combination, sales of assets or contested election, or
any combination of the foregoing transactions, less than a majority of the
combined voting power of the then outstanding securities of the Company or any
successor corporation or entity entitled to vote generally in the election of
the directors of the Company or such other corporation or entity after such
transaction are beneficially owned (as defined pursuant to Section 13(d) of the
Exchange Act) in the aggregate by the holders of the Company's securities
entitled to vote generally in the election of directors of the Company
immediately prior to such transaction, or (iii) during any period of two (2)
consecutive years, individuals who at the beginning of any such period
constitute the Board of Directors of the Company cease for any reason to
constitute at least a majority thereof, unless the election, or the nomination
for election by the Company's shareholders, of each director of the Company
first elected during such period was approved by a vote of at least two- thirds
of the directors of the Company then still in office who were directors of the
Company at the beginning of any such period. The "Effective Date" of such
Special Change in Control shall be the earlier of the date on which an event
described in (i), (ii), or (iii) occurs, or (iv) if earlier, the date of the
occurrence of the approval by the Company's shareholders of an agreement
involving the Company, the consummation of which would result in an event
described in (i), (ii), or (iii), hereof, or (v) if earlier, the date of
occurrence of the acquisition of beneficial ownership (as defined pursuant to
Section 13(d) of the Exchange Act), directly or indirectly, by any entity,
person or group (other than the Company, majority-owned subsidiary of the
Company, Moore or any affiliate of Moore) of securities of the Company
representing five percent (5%) or more of the combined voting power of the
Company's outstanding securities; provided, however, that the events described
in (iv) and (v) will be considered the Effective Date of a Special Change in
Control if they are followed within six (6) months by an event described in (i),
(ii) or (iii).

     6. RIGHTS PRIOR TO EXERCISE OF OPTION. The option herein granted is
        ----------------------------------
nontransferable by Optionee except as herein otherwise provided. This option may
be pledged

                                       4

<PAGE>

for the sole purpose of exercising stock options granted to the Optionee by the
Company to purchase shares of Common Stock of the Company. Unless the Optionee
is deceased or disabled, with the determination of the existence or nonexistence
of such disability such disability left to the reasonable discretion of the
Board of Directors of the Company, or pledged as permitted hereunder, the option
herein may only be exercised by the Optionee. If the Optionee dies during the
period of time that all or any of part of this option is exercisable, the
Optionee's executor or legal representative may exercise all or any part of this
option at any time or times during the period of time in which the option herein
is granted. If the Optionee is disabled, as aforesaid, the Optionee's legal
representative shall have the right to exercise all or any part of this option
at any time or times during the period of time in which the Optionee is disabled
and the option herein granted has not expired by the terms of this Agreement.
With respect to the shares of stock which are subject to the option herein
granted, Optionee shall have no rights as a stockholder until payment of the
option price for the shares being purchased by exercise of the option herein
granted, and the issuance of the shares involved.

     7. BINDING EFFECT. Without limitation, the option herein granted is issued
        --------------
under and granted in all respects subject to all of the provisions of, the Plan,
all of which provisions of the Plan are incorporated herein by reference.
Provided, however, without limitation, that (a) the provisions of this Agreement
will determine the agreement of the parties with respect to each matter set
forth herein to the extent the provisions of the Agreement do not require a
result that is inconsistent with the Plan, (b) the parties expressly agree that
no inference shall be drawn with respect to the intent of the parties based on
the inclusion of, reference to, some provisions of the Plan in this Agreement,
and the omission of such inclusion or reference with respect to other provisions
of the Plan in this Agreement, and (c) this Agreement shall be binding upon and
inure to the benefit of the Company, and its representatives, successors and
assigns, and the Optionee and his or her legal representative (to the extent
expressly permitted).

     8. MULTIPLE ORIGINALS. This Agreement may be executed in multiple
        ------------------
counterparts with each counterpart constituting an original for all purposes.

                                       5

<PAGE>

     9. TOTAL AGREEMENT. This Agreement may not be amended or revised except by
        ---------------
a written instrument executed by both of the parties to this Agreement.

     10. BOARD AUTHORITY. Any questions concerning the interpretation of
         ---------------
Agreement, including the incorporated provisions of the Plan, shall be
determined by the Board of Directors of the Company in its reasonable
discretion.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the     day of          , 2001, but effective as of January 1, 2001.
                ----       ---------

                                           DIVERSIFIED CORPORATE RESOURCES, INC.


                                           By:
                                               ---------------------------------
                                           Name:
                                                  ------------------------------
                                           Title:
                                                  ------------------------------

                                           OPTIONEE:


                                           -------------------------------------
                                           A. Clinton Allen

                                       6

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.51
<SEQUENCE>13
<FILENAME>dex1051.txt
<DESCRIPTION>DIRECTORS OPTION-FARRINGTON 2000
<TEXT>
<PAGE>


                                                                   EXHIBIT 10.51

                  DIRECTOR OPTION AGREEMENT 2000 RE: FARRINGTON

     THIS AGREEMENT is by and between Diversified Corporate Resources, Inc., a
Texas corporation (herein called the "Company"), and Deborah A. Farrington
(herein called "Optionee").

     WHEREAS, the Optionee is a director of the Company; and

     WHEREAS, the Company considers it desirable and in its best interests that
Optionee be given an opportunity to acquire an equity interest in the Company in
the form of an option to purchase shares of common stock, par value $.10 per
share (the "Common Stock"), of the Company; and

     WHEREAS, the option covered by this Agreement is issued pursuant to the
Company's Non-Employee Director 1998 Stock Option Plan (the "Plan").

     NOW THEREFORE, in consideration of the premises, it is agreed as follows:

     1. GRANT OF OPTION. The Company shall and does hereby grant to Optionee the
        ---------------
right, privilege and option to purchase 12,500 shares (the "Shares") of Common
Stock for the price per share in the manner and subject to the conditions
hereinafter provided.

     2. TIME OF EXERCISE, VESTING AND EXERCISE PRICE OF OPTION. Subject to the
        ------------------------------------------------------
terms hereof, the option herein granted must be exercised in whole or in part at
any time or times prior to January 1, 2010. Subject to the terms hereof, the
option herein granted shall become exercisable (i.e. shall vest) as to 2.875
shares of Common Stock on the last day of each calendar quarter ended on the
last day of March, June, September and December commencing with the quarter
ended March 31, 2000 and ending with the quarter ended December 31, 2000. The
exercise price of the option shall be $2.875 per share, subject to adjustment as
herein provided. The parties hereto acknowledge and agree that (a), except as
set forth below, such vesting is contingent upon the Optionee being a director
of the Company as of any applicable vesting date, regardless of the reason that
the Optionee may cease to be a director of the Company, and (b) subject to the
restrictions herein as to when the option is

                                       1

<PAGE>

exercisable, the Optionee shall have the right to select the portion of the
option if and when the Optionee exercises any of this option.

          If a "Special Change in Control" (as herein defined) occurs, and
whether or not Optionee continues as a director of the Company following the
Effective Date (as herein defined) of such Special Change in Control, then,
notwithstanding any provision of this Agreement to the contrary, and without
limitation, the Optionee will be fully vested with respect to all of the options
then covered by this Agreement; such options will be exercisable at the exercise
price set forth in the preceding paragraph as may be adjusted pursuant to
Section 5(a) hereof, and will terminate as herein provided.

     3. METHOD OF EXERCISE.
        ------------------

          a. In order to exercise this option, in whole or in part, the Optionee
shall deliver to the Company at its principal place of business, or at such
other offices as shall be designated by the Company (i) a written notice of
Optionee's election to exercise this option, which notice shall specify the
number of shares of Common Stock to be purchased pursuant to such exercise and
(ii) either (A) cash or a check, payable to the order of the Company, equal to
the option price, (B) notice that the exercise price is satisfied by reduction
of the number of shares to be received by the Optionee upon exercise of this
option as provided in Section 3(b) below, with the amount of such reduction
specified in such notice, (C) shares of Common Stock having a fair market value
equal to the option price, or (D) a combination of the above; the option price
shall be the exercise price multiplied by the number of shares of Common Stock
to be purchased pursuant to the exercise involved. The Company shall undertake
to make prompt delivery of the stock certificate(s) evidencing such part of the
Shares, provided that if any law or regulation requires the Company to take any
action with respect to the Shares specified in such notice before the issuance
thereof, then the date of delivery of such Shares shall be extended for the
period necessary to take such action.

          b. At the election of the Optionee, the Optionee may exercise this
option without a cash payment of the exercise price by designating that the
number of shares of

                                       2

<PAGE>

Common Stock issuable to Optionee upon such exercise shall be reduced by the
number of shares having a fair market value equal to the amount of the option
price for such exercise. In such instance, no cash or other consideration will
be paid by the Optionee in connection with such exercise and no commission or
other remuneration will be paid or given by the Optionee or the Company in
connection with such exercise.

          c. For this purpose, the fair market value of the shares of Common
Stock with respect to the exercise of an option shall be determined as of the
last business day prior to such exercise of the option.

     4. TERMINATION OF OPTION. To the extent not theretofore exercised, the
        ---------------------
option herein granted shall terminate on the earlier of (a) January 1, 2010, or
(b) six (6) months from the date on which Optionee ceases to be a director of
the Company for any reason other than death or disability of the Optionee, or
(c) one (1) year from the date on which Optionee ceases to be a director of the
Company if such event is due to the death or disability of the Optionee.

     5. RECLASSIFICATION, CONSOLIDATION, MERGER AND SPECIAL CHANGE IN CONTROL.
        ---------------------------------------------------------------------

          a. If and to the extent that the number of shares of Common Stock of
the Company shall be increased or reduced by change in par value, split-up,
reclassification, distribution of a dividend payable in stock, or the like, the
number of shares of Common Stock subject to the option herein granted, and the
option price therefor, shall be appropriately adjusted.

          b. For all purposes hereof "Special Change in Control" means (i) any
person or entity, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than the
Company, a majority-owned subsidiary thereof, J. Michael Moore ("Moore") or any
affiliate of Moore, becomes the beneficial owner (as defined pursuant to
Schedule 13(d) under the Exchange Act) of the Company's securities having
twenty-five percent (25%) or more of the combined voting power of the then
outstanding securities of the Company that may be cast for the election of
directors of the Company, or (ii)

                                       3

<PAGE>

as the result of, or in connection with, any cash tender or exchange offer,
merger or other business combination, sales of assets or contested election, or
any combination of the foregoing transactions, less than a majority of the
combined voting power of the then outstanding securities of the Company or any
successor corporation or entity entitled to vote generally in the election of
the directors of the Company or such other corporation or entity after such
transaction are beneficially owned (as defined pursuant to Section 13(d) of the
Exchange Act) in the aggregate by the holders of the Company's securities
entitled to vote generally in the election of directors of the Company
immediately prior to such transaction, or (iii) during any period of two (2)
consecutive years, individuals who at the beginning of any such period
constitute the Board of Directors of the Company cease for any reason to
constitute at least a majority thereof, unless the election, or the nomination
for election by the Company's shareholders, of each director of the Company
first elected during such period was approved by a vote of at least two- thirds
of the directors of the Company then still in office who were directors of the
Company at the beginning of any such period. The "Effective Date" of such
Special Change in Control shall be the earlier of the date on which an event
described in (i), (ii), or (iii) occurs, or (iv) if earlier, the date of the
occurrence of the approval by the Company's shareholders of an agreement
involving the Company, the consummation of which would result in an event
described in (i), (ii), or (iii), hereof, or (v) if earlier, the date of
occurrence of the acquisition of beneficial ownership (as defined pursuant to
Section 13(d) of the Exchange Act), directly or indirectly, by any entity,
person or group (other than the Company, majority-owned subsidiary of the
Company, Moore or any affiliate of Moore) of securities of the Company
representing five percent (5%) or more of the combined voting power of the
Company's outstanding securities; provided, however, that the events described
in (iv) and (v) will be considered the Effective Date of a Special Change in
Control if they are followed within six (6) months by an event described in (i),
(ii) or (iii).

     6. RIGHTS PRIOR TO EXERCISE OF OPTION. The option herein granted is
        ----------------------------------
nontransferable by Optionee except as herein otherwise provided. This option may
be pledged

                                       4

<PAGE>

for the sole purpose of exercising stock options granted to the Optionee by the
Company to purchase shares of Common Stock of the Company. Unless the Optionee
is deceased or disabled, with the determination of the existence or nonexistence
of such disability such disability left to the reasonable discretion of the
Board of Directors of the Company, or pledged as permitted hereunder, the option
herein may only be exercised by the Optionee. If the Optionee dies during the
period of time that all or any of part of this option is exercisable, the
Optionee's executor or legal representative may exercise all or any part of this
option at any time or times during the period of time in which the option herein
is granted. If the Optionee is disabled, as aforesaid, the Optionee's legal
representative shall have the right to exercise all or any part of this option
at any time or times during the period of time in which the Optionee is disabled
and the option herein granted has not expired by the terms of this Agreement.
With respect to the shares of stock which are subject to the option herein
granted, Optionee shall have no rights as a stockholder until payment of the
option price for the shares being purchased by exercise of the option herein
granted, and the issuance of the shares involved.

     7. BINDING EFFECT. Without limitation, the option herein granted is issued
        --------------
under and granted in all respects subject to all of the provisions of, the Plan,
all of which provisions of the Plan are incorporated herein by reference.
Provided, however, without limitation, that (a) the provisions of this Agreement
will determine the agreement of the parties with respect to each matter set
forth herein to the extent the provisions of the Agreement do not require a
result that is inconsistent with the Plan, (b) the parties expressly agree that
no inference shall be drawn with respect to the intent of the parties based on
the inclusion of, reference to, some provisions of the Plan in this Agreement,
and the omission of such inclusion or reference with respect to other provisions
of the Plan in this Agreement, and (c) this Agreement shall be binding upon and
inure to the benefit of the Company, and its representatives, successors and
assigns, and the Optionee and his or her legal representative (to the extent
expressly permitted).

     8. MULTIPLE ORIGINALS. This Agreement may be executed in multiple
        ------------------
counterparts with each counterpart constituting an original for all purposes.

                                       5

<PAGE>

     9. TOTAL AGREEMENT. This Agreement may not be amended or revised except by
        ---------------
a written instrument executed by both of the parties to this Agreement.

     10. BOARD AUTHORITY. Any questions concerning the interpretation of
         ---------------
Agreement, including the incorporated provisions of the Plan, shall be
determined by the Board of Directors of the Company in its reasonable
discretion.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the 20th day of June, 2000, but effective as of January 1, 2000.

                                           DIVERSIFIED CORPORATE RESOURCES, INC.


                                           By: /s/ M. Ted Dillard
                                              ----------------------------------
                                           Name:  M. Ted Dillard
                                           Title: President

                                           OPTIONEE:


                                           /s/ Deborah A. Farrington
                                           -------------------------------------
                                           Deborah A. Farrington

                                       6

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.52
<SEQUENCE>14
<FILENAME>dex1052.txt
<DESCRIPTION>DIRECTORS OPTION AGREEMENT-FARRINGTON 2001
<TEXT>
<PAGE>


                                                                   EXHIBIT 10.52

                  DIRECTOR OPTION AGREEMENT 2001 RE: FARRINGTON

     THIS AGREEMENT is by and between Diversified Corporate Resources, Inc., a
Texas corporation (herein called the "Company"), and Deborah A. Farrington
(herein called "Optionee").

     WHEREAS, the Optionee is a director of the Company; and

     WHEREAS, the Company considers it desirable and in its best interests that
Optionee be given an opportunity to acquire an equity interest in the Company in
the form of an option to purchase shares of common stock, par value $.10 per
share (the "Common Stock"), of the Company; and

     WHEREAS, the option covered by this Agreement is issued pursuant to the
Company's Non-Employee Director 1998 Stock Option Plan (the "Plan").

     NOW THEREFORE, in consideration of the premises, it is agreed as follows:

     1. GRANT OF OPTION. The Company shall and does hereby grant to Optionee the
        ---------------
right, privilege and option to purchase 12,500 shares (the "Shares") of Common
Stock for the price per share in the manner and subject to the conditions
hereinafter provided.

     2. TIME OF EXERCISE, VESTING AND EXERCISE PRICE OF OPTION. Subject to the
        ------------------------------------------------------
terms hereof, the option herein granted must be exercised in whole or in part at
any time or times prior to January 1, 2011. Subject to the terms hereof, the
option herein granted shall become exercisable (i.e. shall vest) as to 3,125
shares of Common Stock on the last day of each calendar quarter ended on the
last day of March, June, September and December commencing with the quarter
ended March 31, 2001 and ending with the quarter ended December 31, 2001. The
exercise price of the option shall be $2.875 per share, subject to adjustment as
herein provided. The parties hereto acknowledge and agree that (a), except as
set forth below, such vesting is contingent upon the Optionee being a director
of the Company as of any applicable vesting date, regardless of the reason that
the Optionee may cease to be a director of the Company, and (b) subject to the
restrictions herein as to when the option is

                                       1

<PAGE>

exercisable, the Optionee shall have the right to select the portion of the
option if and when the Optionee exercises any of this option.

          If a "Special Change in Control" (as herein defined) occurs, and
whether or not Optionee continues as a director of the Company following the
Effective Date (as herein defined) of such Special Change in Control, then,
notwithstanding any provision of this Agreement to the contrary, and without
limitation, the Optionee will be fully vested with respect to all of the options
then covered by this Agreement; such options will be exercisable at the exercise
price set forth in the preceding paragraph as may be adjusted pursuant to
Section 5(a) hereof, and will terminate as herein provided.

     3. METHOD OF EXERCISE.
        ------------------

          a. In order to exercise this option, in whole or in part, the Optionee
shall deliver to the Company at its principal place of business, or at such
other offices as shall be designated by the Company (i) a written notice of
Optionee's election to exercise this option, which notice shall specify the
number of shares of Common Stock to be purchased pursuant to such exercise and
(ii) either (A) cash or a check, payable to the order of the Company, equal to
the option price, (B) notice that the exercise price is satisfied by reduction
of the number of shares to be received by the Optionee upon exercise of this
option as provided in Section 3(b) below, with the amount of such reduction
specified in such notice, (C) shares of Common Stock having a fair market value
equal to the option price, or (D) a combination of the above; the option price
shall be the exercise price multiplied by the number of shares of Common Stock
to be purchased pursuant to the exercise involved. The Company shall undertake
to make prompt delivery of the stock certificate(s) evidencing such part of the
Shares, provided that if any law or regulation requires the Company to take any
action with respect to the Shares specified in such notice before the issuance
thereof, then the date of delivery of such Shares shall be extended for the
period necessary to take such action.

          b. At the election of the Optionee, the Optionee may exercise this
option without a cash payment of the exercise price by designating that the
number of shares of

                                       2

<PAGE>

Common Stock issuable to Optionee upon such exercise shall be reduced by the
number of shares having a fair market value equal to the amount of the option
price for such exercise. In such instance, no cash or other consideration will
be paid by the Optionee in connection with such exercise and no commission or
other remuneration will be paid or given by the Optionee or the Company in
connection with such exercise.

          c. For this purpose, the fair market value of the shares of Common
Stock with respect to the exercise of an option shall be determined as of the
last business day prior to such exercise of the option.

     4. TERMINATION OF OPTION. To the extent not theretofore exercised, the
        ---------------------
option herein granted shall terminate on the earlier of (a) January 1, 2011, or
(b) six (6) months from the date on which Optionee ceases to be a director of
the Company for any reason other than death or disability of the Optionee, or
(c) one (1) year from the date on which Optionee ceases to be a director of the
Company if such event is due to the death or disability of the Optionee.

     5. RECLASSIFICATION, CONSOLIDATION, MERGER AND SPECIAL CHANGE IN CONTROL.
        ---------------------------------------------------------------------

          a. If and to the extent that the number of shares of Common Stock of
the Company shall be increased or reduced by change in par value, split-up,
reclassification, distribution of a dividend payable in stock, or the like, the
number of shares of Common Stock subject to the option herein granted, and the
option price therefor, shall be appropriately adjusted.

          b. For all purposes hereof "Special Change in Control" means (i) any
person or entity, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than the
Company, a majority-owned subsidiary thereof, J. Michael Moore ("Moore") or any
affiliate of Moore, becomes the beneficial owner (as defined pursuant to
Schedule 13(d) under the Exchange Act) of the Company's securities having
twenty-five percent (25%) or more of the combined voting power of the then
outstanding securities of the Company that may be cast for the election of
directors of the Company, or (ii)

                                       3

<PAGE>

as the result of, or in connection with, any cash tender or exchange offer,
merger or other business combination, sales of assets or contested election, or
any combination of the foregoing transactions, less than a majority of the
combined voting power of the then outstanding securities of the Company or any
successor corporation or entity entitled to vote generally in the election of
the directors of the Company or such other corporation or entity after such
transaction are beneficially owned (as defined pursuant to Section 13(d) of the
Exchange Act) in the aggregate by the holders of the Company's securities
entitled to vote generally in the election of directors of the Company
immediately prior to such transaction, or (iii) during any period of two (2)
consecutive years, individuals who at the beginning of any such period
constitute the Board of Directors of the Company cease for any reason to
constitute at least a majority thereof, unless the election, or the nomination
for election by the Company's shareholders, of each director of the Company
first elected during such period was approved by a vote of at least two- thirds
of the directors of the Company then still in office who were directors of the
Company at the beginning of any such period. The "Effective Date" of such
Special Change in Control shall be the earlier of the date on which an event
described in (i), (ii), or (iii) occurs, or (iv) if earlier, the date of the
occurrence of the approval by the Company's shareholders of an agreement
involving the Company, the consummation of which would result in an event
described in (i), (ii), or (iii), hereof, or (v) if earlier, the date of
occurrence of the acquisition of beneficial ownership (as defined pursuant to
Section 13(d) of the Exchange Act), directly or indirectly, by any entity,
person or group (other than the Company, majority-owned subsidiary of the
Company, Moore or any affiliate of Moore) of securities of the Company
representing five percent (5%) or more of the combined voting power of the
Company's outstanding securities; provided, however, that the events described
in (iv) and (v) will be considered the Effective Date of a Special Change in
Control if they are followed within six (6) months by an event described in (i),
(ii) or (iii).

     6. RIGHTS PRIOR TO EXERCISE OF OPTION. The option herein granted is
        ----------------------------------
nontransferable by Optionee except as herein otherwise provided. This option may
be pledged

                                       4

<PAGE>

for the sole purpose of exercising stock options granted to the Optionee by the
Company to purchase shares of Common Stock of the Company. Unless the Optionee
is deceased or disabled, with the determination of the existence or nonexistence
of such disability such disability left to the reasonable discretion of the
Board of Directors of the Company, or pledged as permitted hereunder, the option
herein may only be exercised by the Optionee. If the Optionee dies during the
period of time that all or any of part of this option is exercisable, the
Optionee's executor or legal representative may exercise all or any part of this
option at any time or times during the period of time in which the option herein
is granted. If the Optionee is disabled, as aforesaid, the Optionee's legal
representative shall have the right to exercise all or any part of this option
at any time or times during the period of time in which the Optionee is disabled
and the option herein granted has not expired by the terms of this Agreement.
With respect to the shares of stock which are subject to the option herein
granted, Optionee shall have no rights as a stockholder until payment of the
option price for the shares being purchased by exercise of the option herein
granted, and the issuance of the shares involved.

     7. BINDING EFFECT. Without limitation, the option herein granted is issued
        --------------
under and granted in all respects subject to all of the provisions of, the Plan,
all of which provisions of the Plan are incorporated herein by reference.
Provided, however, without limitation, that (a) the provisions of this Agreement
will determine the agreement of the parties with respect to each matter set
forth herein to the extent the provisions of the Agreement do not require a
result that is inconsistent with the Plan, (b) the parties expressly agree that
no inference shall be drawn with respect to the intent of the parties based on
the inclusion of, reference to, some provisions of the Plan in this Agreement,
and the omission of such inclusion or reference with respect to other provisions
of the Plan in this Agreement, and (c) this Agreement shall be binding upon and
inure to the benefit of the Company, and its representatives, successors and
assigns, and the Optionee and his or her legal representative (to the extent
expressly permitted).

     8. MULTIPLE ORIGINALS. This Agreement may be executed in multiple
        ------------------
counterparts with each counterpart constituting an original for all purposes.

                                       5

<PAGE>

     9. TOTAL AGREEMENT. This Agreement may not be amended or revised except by
        ---------------
a written instrument executed by both of the parties to this Agreement.

     10. BOARD AUTHORITY. Any questions concerning the interpretation of
         ---------------
Agreement, including the incorporated provisions of the Plan, shall be
determined by the Board of Directors of the Company in its reasonable
discretion.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the 14th day of February, 2001, but effective as of January 1, 2001.

                             DIVERSIFIED CORPORATE RESOURCES, INC.


                             By: /s/ M. Ted Dillard
                                 -----------------------------------------------
                             Name: M. Ted Dillard
                             Title:President

                             OPTIONEE:


                             /s/ Deborah A. Farrington
                             ---------------------------------------------------
                             Deborah A. Farrington

                                       6

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.53
<SEQUENCE>15
<FILENAME>dex1053.txt
<DESCRIPTION>DIRECTORS OPTION AGREEMENT-HUNTER 2000
<TEXT>
<PAGE>


                                                                   EXHIBIT 10.53

                    DIRECTOR OPTION AGREEMENT 2000 RE: HUNTER

     THIS AGREEMENT is by and between Diversified Corporate Resources, Inc., a
Texas corporation (herein called the "Company"), and Samuel E. Hunter (herein
called "Optionee").

     WHEREAS, the Optionee is a director of the Company; and

     WHEREAS, the Company considers it desirable and in its best interests that
Optionee be given an opportunity to acquire an equity interest in the Company in
the form of an option to purchase shares of common stock, par value $.10 per
share (the "Common Stock"), of the Company; and

     WHEREAS, the option covered by this Agreement is issued pursuant to the
Company's Non-Employee Director 1998 Stock Option Plan (the "Plan").

     NOW THEREFORE, in consideration of the premises, it is agreed as follows:

     1. GRANT OF OPTION. The Company shall and does hereby grant to Optionee the
        ---------------
right, privilege and option to purchase 12,500 shares (the "Shares") of Common
Stock for the price per share in the manner and subject to the conditions
hereinafter provided.

     2. TIME OF EXERCISE, VESTING AND EXERCISE PRICE OF OPTION. Subject to the
        ------------------------------------------------------
terms hereof, the option herein granted must be exercised in whole or in part at
any time or times prior to January 1, 2010. Subject to the terms hereof, the
option herein granted shall become exercisable (i.e. shall vest) as to 2.875
shares of Common Stock on the last day of each calendar quarter ended on the
last day of March, June, September and December commencing with the quarter
ended March 31, 2000 and ending with the quarter ended December 31, 2000. The
exercise price of the option shall be $2.875 per share, subject to adjustment as
herein provided. The parties hereto acknowledge and agree that (a), except as
set forth below, such vesting is contingent upon the Optionee being a director
of the Company as of any applicable vesting date, regardless of the reason that
the Optionee may cease to be a director of the Company, and (b) subject to the
restrictions herein as to when the option is

                                       1

<PAGE>

exercisable, the Optionee shall have the right to select the portion of the
option if and when the Optionee exercises any of this option.

          If a "Special Change in Control" (as herein defined) occurs, and
whether or not Optionee continues as a director of the Company following the
Effective Date (as herein defined) of such Special Change in Control, then,
notwithstanding any provision of this Agreement to the contrary, and without
limitation, the Optionee will be fully vested with respect to all of the options
then covered by this Agreement; such options will be exercisable at the exercise
price set forth in the preceding paragraph as may be adjusted pursuant to
Section 5(a) hereof, and will terminate as herein provided.

     3. METHOD OF EXERCISE.
        ------------------

          a. In order to exercise this option, in whole or in part, the Optionee
shall deliver to the Company at its principal place of business, or at such
other offices as shall be designated by the Company (i) a written notice of
Optionee's election to exercise this option, which notice shall specify the
number of shares of Common Stock to be purchased pursuant to such exercise and
(ii) either (A) cash or a check, payable to the order of the Company, equal to
the option price, (B) notice that the exercise price is satisfied by reduction
of the number of shares to be received by the Optionee upon exercise of this
option as provided in Section 3(b) below, with the amount of such reduction
specified in such notice, (C) shares of Common Stock having a fair market value
equal to the option price, or (D) a combination of the above; the option price
shall be the exercise price multiplied by the number of shares of Common Stock
to be purchased pursuant to the exercise involved. The Company shall undertake
to make prompt delivery of the stock certificate(s) evidencing such part of the
Shares, provided that if any law or regulation requires the Company to take any
action with respect to the Shares specified in such notice before the issuance
thereof, then the date of delivery of such Shares shall be extended for the
period necessary to take such action.

          b. At the election of the Optionee, the Optionee may exercise this
option without a cash payment of the exercise price by designating that the
number of shares of

                                       2

<PAGE>

Common Stock issuable to Optionee upon such exercise shall be reduced by the
number of shares having a fair market value equal to the amount of the option
price for such exercise. In such instance, no cash or other consideration will
be paid by the Optionee in connection with such exercise and no commission or
other remuneration will be paid or given by the Optionee or the Company in
connection with such exercise.

          c. For this purpose, the fair market value of the shares of Common
Stock with respect to the exercise of an option shall be determined as of the
last business day prior to such exercise of the option.

     4. TERMINATION OF OPTION. To the extent not theretofore exercised, the
        ---------------------
option herein granted shall terminate on the earlier of (a) January 1, 2010, or
(b) six (6) months from the date on which Optionee ceases to be a director of
the Company for any reason other than death or disability of the Optionee, or
(c) one (1) year from the date on which Optionee ceases to be a director of the
Company if such event is due to the death or disability of the Optionee.

     5. RECLASSIFICATION, CONSOLIDATION, MERGER AND SPECIAL CHANGE IN CONTROL.
        ---------------------------------------------------------------------

          a. If and to the extent that the number of shares of Common Stock of
the Company shall be increased or reduced by change in par value, split-up,
reclassification, distribution of a dividend payable in stock, or the like, the
number of shares of Common Stock subject to the option herein granted, and the
option price therefor, shall be appropriately adjusted.

          b. For all purposes hereof "Special Change in Control" means (i) any
person or entity, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than the
Company, a majority-owned subsidiary thereof, J. Michael Moore ("Moore") or any
affiliate of Moore, becomes the beneficial owner (as defined pursuant to
Schedule 13(d) under the Exchange Act) of the Company's securities having
twenty-five percent (25%) or more of the combined voting power of the then
outstanding securities of the Company that may be cast for the election of
directors of the Company, or (ii)

                                       3

<PAGE>

as the result of, or in connection with, any cash tender or exchange offer,
merger or other business combination, sales of assets or contested election, or
any combination of the foregoing transactions, less than a majority of the
combined voting power of the then outstanding securities of the Company or any
successor corporation or entity entitled to vote generally in the election of
the directors of the Company or such other corporation or entity after such
transaction are beneficially owned (as defined pursuant to Section 13(d) of the
Exchange Act) in the aggregate by the holders of the Company's securities
entitled to vote generally in the election of directors of the Company
immediately prior to such transaction, or (iii) during any period of two (2)
consecutive years, individuals who at the beginning of any such period
constitute the Board of Directors of the Company cease for any reason to
constitute at least a majority thereof, unless the election, or the nomination
for election by the Company's shareholders, of each director of the Company
first elected during such period was approved by a vote of at least two- thirds
of the directors of the Company then still in office who were directors of the
Company at the beginning of any such period. The "Effective Date" of such
Special Change in Control shall be the earlier of the date on which an event
described in (i), (ii), or (iii) occurs, or (iv) if earlier, the date of the
occurrence of the approval by the Company's shareholders of an agreement
involving the Company, the consummation of which would result in an event
described in (i), (ii), or (iii), hereof, or (v) if earlier, the date of
occurrence of the acquisition of beneficial ownership (as defined pursuant to
Section 13(d) of the Exchange Act), directly or indirectly, by any entity,
person or group (other than the Company, majority-owned subsidiary of the
Company, Moore or any affiliate of Moore) of securities of the Company
representing five percent (5%) or more of the combined voting power of the
Company's outstanding securities; provided, however, that the events described
in (iv) and (v) will be considered the Effective Date of a Special Change in
Control if they are followed within six (6) months by an event described in (i),
(ii) or (iii).

     6. RIGHTS PRIOR TO EXERCISE OF OPTION. The option herein granted is
        ----------------------------------
nontransferable by Optionee except as herein otherwise provided. This option may
be pledged

                                       4

<PAGE>

for the sole purpose of exercising stock options granted to the Optionee by the
Company to purchase shares of Common Stock of the Company. Unless the Optionee
is deceased or disabled, with the determination of the existence or nonexistence
of such disability such disability left to the reasonable discretion of the
Board of Directors of the Company, or pledged as permitted hereunder, the option
herein may only be exercised by the Optionee. If the Optionee dies during the
period of time that all or any of part of this option is exercisable, the
Optionee's executor or legal representative may exercise all or any part of this
option at any time or times during the period of time in which the option herein
is granted. If the Optionee is disabled, as aforesaid, the Optionee's legal
representative shall have the right to exercise all or any part of this option
at any time or times during the period of time in which the Optionee is disabled
and the option herein granted has not expired by the terms of this Agreement.
With respect to the shares of stock which are subject to the option herein
granted, Optionee shall have no rights as a stockholder until payment of the
option price for the shares being purchased by exercise of the option herein
granted, and the issuance of the shares involved.

     7. BINDING EFFECT. Without limitation, the option herein granted is issued
        --------------
under and granted in all respects subject to all of the provisions of, the Plan,
all of which provisions of the Plan are incorporated herein by reference.
Provided, however, without limitation, that (a) the provisions of this Agreement
will determine the agreement of the parties with respect to each matter set
forth herein to the extent the provisions of the Agreement do not require a
result that is inconsistent with the Plan, (b) the parties expressly agree that
no inference shall be drawn with respect to the intent of the parties based on
the inclusion of, reference to, some provisions of the Plan in this Agreement,
and the omission of such inclusion or reference with respect to other provisions
of the Plan in this Agreement, and (c) this Agreement shall be binding upon and
inure to the benefit of the Company, and its representatives, successors and
assigns, and the Optionee and his or her legal representative (to the extent
expressly permitted).

     8. MULTIPLE ORIGINALS. This Agreement may be executed in multiple
        ------------------
counterparts with each counterpart constituting an original for all purposes.

                                       5

<PAGE>

     9. TOTAL AGREEMENT. This Agreement may not be amended or revised except by
        ---------------
a written instrument executed by both of the parties to this Agreement.

     10. BOARD AUTHORITY. Any questions concerning the interpretation of
         ---------------
Agreement, including the incorporated provisions of the Plan, shall be
determined by the Board of Directors of the Company in its reasonable
discretion.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the     day of          , 2000, but effective as of January 1, 2000.
                ----       ---------

                          DIVERSIFIED CORPORATE RESOURCES, INC.


                          By: /s/ M. Ted Dillard
                              --------------------------------------------------
                          Name:  M. Ted Dillard
                          Title: President

                          OPTIONEE:


                          /s/ Samuel E. Hunter
                          ------------------------------------------------------
                          Samuel E. Hunter

                                       6

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.54
<SEQUENCE>16
<FILENAME>dex1054.txt
<DESCRIPTION>DIRECTORS OPTION AGREEMENT-HUNTER 2001
<TEXT>
<PAGE>


                                                                   EXHIBIT 10.54

                    DIRECTOR OPTION AGREEMENT 2001 RE: HUNTER

     THIS AGREEMENT is by and between Diversified Corporate Resources, Inc., a
Texas corporation (herein called the "Company"), and Samuel E. Hunter (herein
called "Optionee").

     WHEREAS, the Optionee is a director of the Company; and

     WHEREAS, the Company considers it desirable and in its best interests that
Optionee be given an opportunity to acquire an equity interest in the Company in
the form of an option to purchase shares of common stock, par value $.10 per
share (the "Common Stock"), of the Company; and

     WHEREAS, the option covered by this Agreement is issued pursuant to the
Company's Non-Employee Director 1998 Stock Option Plan (the "Plan").

     NOW THEREFORE, in consideration of the premises, it is agreed as follows:

     1. GRANT OF OPTION. The Company shall and does hereby grant to Optionee the
        ---------------
right, privilege and option to purchase 12,500 shares (the "Shares") of Common
Stock for the price per share in the manner and subject to the conditions
hereinafter provided.

     2. TIME OF EXERCISE, VESTING AND EXERCISE PRICE OF OPTION. Subject to the
        ------------------------------------------------------
terms hereof, the option herein granted must be exercised in whole or in part at
any time or times prior to January 1, 2011. Subject to the terms hereof, the
option herein granted shall become exercisable (i.e. shall vest) as to 3,125
shares of Common Stock on the last day of each calendar quarter ended on the
last day of March, June, September and December commencing with the quarter
ended March 31, 2001 and ending with the quarter ended December 31, 2001. The
exercise price of the option shall be $2.875 per share, subject to adjustment as
herein provided. The parties hereto acknowledge and agree that (a), except as
set forth below, such vesting is contingent upon the Optionee being a director
of the Company as of any applicable vesting date, regardless of the reason that
the Optionee may cease to be a director of the Company, and (b) subject to the
restrictions herein as to when the option is

                                       1

<PAGE>

exercisable, the Optionee shall have the right to select the portion of the
option if and when the Optionee exercises any of this option.

          If a "Special Change in Control" (as herein defined) occurs, and
whether or not Optionee continues as a director of the Company following the
Effective Date (as herein defined) of such Special Change in Control, then,
notwithstanding any provision of this Agreement to the contrary, and without
limitation, the Optionee will be fully vested with respect to all of the options
then covered by this Agreement; such options will be exercisable at the exercise
price set forth in the preceding paragraph as may be adjusted pursuant to
Section 5(a) hereof, and will terminate as herein provided.

     3. METHOD OF EXERCISE.
        ------------------

          a. In order to exercise this option, in whole or in part, the Optionee
shall deliver to the Company at its principal place of business, or at such
other offices as shall be designated by the Company (i) a written notice of
Optionee's election to exercise this option, which notice shall specify the
number of shares of Common Stock to be purchased pursuant to such exercise and
(ii) either (A) cash or a check, payable to the order of the Company, equal to
the option price, (B) notice that the exercise price is satisfied by reduction
of the number of shares to be received by the Optionee upon exercise of this
option as provided in Section 3(b) below, with the amount of such reduction
specified in such notice, (C) shares of Common Stock having a fair market value
equal to the option price, or (D) a combination of the above; the option price
shall be the exercise price multiplied by the number of shares of Common Stock
to be purchased pursuant to the exercise involved. The Company shall undertake
to make prompt delivery of the stock certificate(s) evidencing such part of the
Shares, provided that if any law or regulation requires the Company to take any
action with respect to the Shares specified in such notice before the issuance
thereof, then the date of delivery of such Shares shall be extended for the
period necessary to take such action.

          b. At the election of the Optionee, the Optionee may exercise this
option without a cash payment of the exercise price by designating that the
number of shares of

                                       2

<PAGE>

Common Stock issuable to Optionee upon such exercise shall be reduced by the
number of shares having a fair market value equal to the amount of the option
price for such exercise. In such instance, no cash or other consideration will
be paid by the Optionee in connection with such exercise and no commission or
other remuneration will be paid or given by the Optionee or the Company in
connection with such exercise.

          c. For this purpose, the fair market value of the shares of Common
Stock with respect to the exercise of an option shall be determined as of the
last business day prior to such exercise of the option.

     4. TERMINATION OF OPTION. To the extent not theretofore exercised, the
        ---------------------
option herein granted shall terminate on the earlier of (a) January 1, 2011, or
(b) six (6) months from the date on which Optionee ceases to be a director of
the Company for any reason other than death or disability of the Optionee, or
(c) one (1) year from the date on which Optionee ceases to be a director of the
Company if such event is due to the death or disability of the Optionee.

     5. RECLASSIFICATION, CONSOLIDATION, MERGER AND SPECIAL CHANGE IN CONTROL.
        ---------------------------------------------------------------------

          a. If and to the extent that the number of shares of Common Stock of
the Company shall be increased or reduced by change in par value, split-up,
reclassification, distribution of a dividend payable in stock, or the like, the
number of shares of Common Stock subject to the option herein granted, and the
option price therefor, shall be appropriately adjusted.

          b. For all purposes hereof "Special Change in Control" means (i) any
person or entity, including a "group" as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than the
Company, a majority-owned subsidiary thereof, J. Michael Moore ("Moore") or any
affiliate of Moore, becomes the beneficial owner (as defined pursuant to
Schedule 13(d) under the Exchange Act) of the Company's securities having
twenty-five percent (25%) or more of the combined voting power of the then
outstanding securities of the Company that may be cast for the election of
directors of the Company, or (ii)

                                       3

<PAGE>

as the result of, or in connection with, any cash tender or exchange offer,
merger or other business combination, sales of assets or contested election, or
any combination of the foregoing transactions, less than a majority of the
combined voting power of the then outstanding securities of the Company or any
successor corporation or entity entitled to vote generally in the election of
the directors of the Company or such other corporation or entity after such
transaction are beneficially owned (as defined pursuant to Section 13(d) of the
Exchange Act) in the aggregate by the holders of the Company's securities
entitled to vote generally in the election of directors of the Company
immediately prior to such transaction, or (iii) during any period of two (2)
consecutive years, individuals who at the beginning of any such period
constitute the Board of Directors of the Company cease for any reason to
constitute at least a majority thereof, unless the election, or the nomination
for election by the Company's shareholders, of each director of the Company
first elected during such period was approved by a vote of at least two- thirds
of the directors of the Company then still in office who were directors of the
Company at the beginning of any such period. The "Effective Date" of such
Special Change in Control shall be the earlier of the date on which an event
described in (i), (ii), or (iii) occurs, or (iv) if earlier, the date of the
occurrence of the approval by the Company's shareholders of an agreement
involving the Company, the consummation of which would result in an event
described in (i), (ii), or (iii), hereof, or (v) if earlier, the date of
occurrence of the acquisition of beneficial ownership (as defined pursuant to
Section 13(d) of the Exchange Act), directly or indirectly, by any entity,
person or group (other than the Company, majority-owned subsidiary of the
Company, Moore or any affiliate of Moore) of securities of the Company
representing five percent (5%) or more of the combined voting power of the
Company's outstanding securities; provided, however, that the events described
in (iv) and (v) will be considered the Effective Date of a Special Change in
Control if they are followed within six (6) months by an event described in (i),
(ii) or (iii).

     6. RIGHTS PRIOR TO EXERCISE OF OPTION. The option herein granted is
        ----------------------------------
nontransferable by Optionee except as herein otherwise provided. This option may
be pledged

                                       4

<PAGE>

for the sole purpose of exercising stock options granted to the Optionee by the
Company to purchase shares of Common Stock of the Company. Unless the Optionee
is deceased or disabled, with the determination of the existence or nonexistence
of such disability such disability left to the reasonable discretion of the
Board of Directors of the Company, or pledged as permitted hereunder, the option
herein may only be exercised by the Optionee. If the Optionee dies during the
period of time that all or any of part of this option is exercisable, the
Optionee's executor or legal representative may exercise all or any part of this
option at any time or times during the period of time in which the option herein
is granted. If the Optionee is disabled, as aforesaid, the Optionee's legal
representative shall have the right to exercise all or any part of this option
at any time or times during the period of time in which the Optionee is disabled
and the option herein granted has not expired by the terms of this Agreement.
With respect to the shares of stock which are subject to the option herein
granted, Optionee shall have no rights as a stockholder until payment of the
option price for the shares being purchased by exercise of the option herein
granted, and the issuance of the shares involved.

     7. BINDING EFFECT. Without limitation, the option herein granted is issued
        --------------
under and granted in all respects subject to all of the provisions of, the Plan,
all of which provisions of the Plan are incorporated herein by reference.
Provided, however, without limitation, that (a) the provisions of this Agreement
will determine the agreement of the parties with respect to each matter set
forth herein to the extent the provisions of the Agreement do not require a
result that is inconsistent with the Plan, (b) the parties expressly agree that
no inference shall be drawn with respect to the intent of the parties based on
the inclusion of, reference to, some provisions of the Plan in this Agreement,
and the omission of such inclusion or reference with respect to other provisions
of the Plan in this Agreement, and (c) this Agreement shall be binding upon and
inure to the benefit of the Company, and its representatives, successors and
assigns, and the Optionee and his or her legal representative (to the extent
expressly permitted).

     8. MULTIPLE ORIGINALS. This Agreement may be executed in multiple
        ------------------
counterparts with each counterpart constituting an original for all purposes.

                                       5

<PAGE>

     9. TOTAL AGREEMENT. This Agreement may not be amended or revised except by
        ---------------
a written instrument executed by both of the parties to this Agreement.

     10. BOARD AUTHORITY. Any questions concerning the interpretation of
         ---------------
Agreement, including the incorporated provisions of the Plan, shall be
determined by the Board of Directors of the Company in its reasonable
discretion.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the 12th day of February, 2001, but effective as of January 1, 2001.

                                        DIVERSIFIED CORPORATE RESOURCES, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------

                                        OPTIONEE:


                                        /s/ Samuel E. Hunter
                                        ----------------------------------------
                                         Samuel E. Hunter

                                       6

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.55
<SEQUENCE>17
<FILENAME>dex1055.txt
<DESCRIPTION>OFFICE LEASE AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.55

                              Lease of Office Space
                                       in

                           Search Plaza Office Complex

                                     Between

                             PFP Search Plaza Inc.,
                               a Texas corporation

                                   as Landlord

                                       and

                     Diversified Corporate Resources, Inc.,
                               a Texas corporation

                                    as Tenant

<PAGE>

     This Lease (the "Lease") is entered into this ____ day of __________. 2001
between PFP Search Plaza, Inc., a Texas corporation ("Landlord"), and
Diversified Corporate Resources, Inc., a Texas corporation ("Tenant").

     Landlord hereby leases to Tenant and Tenant hereby rents from Landlord the
Premises (as defined in Section 1.2). Intending to be legally bound under this
                        -----------
Lease and in consideration of the agreements herein made, and other good and
valuable consideration, Landlord and Tenant hereby agree as follows:

                                   ARTICLE I.
                     BASIC LEASE PROVISIONS AND DEFINITIONS
                     --------------------------------------

     1.1     Building.  Building consisting of approximately 154,767 square feet
             --------
of Net Rentable Area (defined in Section 2.4) located at 10670 N. Central
                                 -----------
Expressway, Dallas, Texas 75231 (the "Building").

     1.2     Premises.  The Premises, designated as Suite #300 and Suite #600
             --------
located on the entirety of the third and sixth floors of the Building, which are
deemed to consist of 22,555 square feet of Net Rentable Area for Suite #300 and
11,238 square feet of Net Rentable Area for Suite #600 and are outlined on
Exhibit "A" hereto attached (collectively, Suite #300 and Suite #600 are
----------
referred to as the "Premises" and the Premises are deemed to consist of a total
of approximately 33,793 square feet of Net Rentable Area). Notwithstanding the
foregoing, Tenant will have the right, at its cost, to have the Premises
remeasured prior to the commencement of construction of the Improvements to
confirm the square footage of the Premises. If the re-measurement reveals less
Net Rentable Area, the Base Rent and Tenant's Share of Operating Costs and Real
Estate Taxes shall be adjusted accordingly.

     1.3     Lease Term.  The "Lease Term" (herein so called) is One Hundred
             ----------
Twenty (120) full calendar months (plus any partial calendar month at the
beginning or end of the Lease Term), commencing on the earlier of the date that
Tenant occupies the Premises or January 1, 2002, subject to Article III (the
                                                            -----------
"Commencement Date"), and ending at midnight on December 31, 2011 (the
"Termination Date"), or at such earlier date as this Lease may be terminated as
provided in this Lease. If Tenant occupies the Premises after completion of the
Improvements but prior to January 1, 2002, payment of the Base Rent described in
Section 1.4, below, shall not commence until January 1, 2002.
-----------

     1.4     Base Rent.  "Base Rent" (herein so called) is $-0- for months 1-3
             ---------
of the Lease Term; $45,057.33 per month for months 4 through 11 of the Lease
Term; $-0- for months 12 through 14 of the Lease Term; $46,465.38 per month for
months 15 through 24 of the Lease Term; $-0- for months 25 and 26 of the Lease
Term; $47,873.42 per month for months 27 through 36 of the Lease Term;
$49,281.46 per month for months 37 through 48 of the Lease Term; $50,689.50 per
month for months 49 through 60 of the Lease Term; $52,097.54 per month for
months 61 through 72 of the Lease Term; $53,505.58 per month for months 73
through 84 of the Lease Term; $54,913.63 per month for months 85 through 96 of
the Lease Term; $57,729.71 per month for months 97 through 108 of the Lease
Term; and $60,545.79 per month for months 109 through 120 of the Lease Term. All
monthly payments of Base Rent payable hereunder shall be payable monthly in
advance. Solely for purposes of calculating Base Rent in accordance with this
Section 1.4, the months of the Lease Term described in this Section 1.4 shall
-----------                                                 -----------
commence beginning on January 1, 2002 or, if later, on the Commencement Date
(as, in accordance with Section 1.3 above, no Base Rent is owing prior to
                        -----------
January 1, 2002. In addition to Base Rent, Tenant hereby agrees to pay any
applicable sales tax. Upon Tenant's execution of this Lease, Tenant shall pay to
Landlord $45,057.33 representing one month's rent which Landlord shall apply to
the first installment of Base Rent which Tenant is obligated to pay hereunder
(after application of periods of free rent provided

                                       1

<PAGE>

hereby and the application of any excess in the Improvement Allowance as
described in Exhibit "C").
             -----------

     1.5     Tenant's Share of Operating Costs and Real Estate Taxes.  "Tenant's
             -------------------------------------------------------
Share" of "Operating Costs" (defined in Section 4.3) is 21.83% of such costs,
                                        -----------
and (b) "Tenant's Share" of "Real Estate Taxes" (defined in Section 4.4) is
                                                            -----------
21.83% of such costs. Tenant's Share is subject to adjustment due to
remeasurement of the Building and the Premises.

     1.7     Permitted Uses.  Tenant must may fully occupy and may use the
             --------------

Premises solely for the following purposes: general office use and training, and
for no other purpose. Tenant's use of the Premises is subject to the "Rules and
Regulations" (herein so called) set forth on Exhibit "B" hereto attached, as
                                             -----------
modified from time to time in accordance with Section 13.1.
                                              ------------

     1.8     Security Deposit.  Upon Tenant's execution of this Lease, Tenant
             ----------------
shall deposit with Landlord a "Security Deposit" (herein so called) in the
amount of $53,974.93, to be held by Landlord as security for Tenant's
performance under this Lease, and not as an advance payment of Rent (defined in
Section 4.5) or a measure of Landlord's damages for Default (defined in Section
-----------                                                             -------
11.1). Upon Tenant's Default, Landlord, without prejudice to any other remedy,
----
may apply any applicable portion of the Security Deposit to: (a) an arrearage of
Rent, and (b) any other expense incurred by Landlord or Landlord's Agents due to
such Default. Tenant shall pay to Landlord, on demand, the amount so applied in
order to restore the Security Deposit to its original amount. If Tenant is not
then in Default, upon termination of this Lease and return of the Premises in
accordance with this Lease, Landlord will return any remaining balance of the
Security Deposit to Tenant. Notwithstanding anything to the contrary, in the
event that Tenant is not in Default at the time, Landlord shall return the
Security Deposit to Tenant on the sixth (6th) anniversary of the Commencement
Date.

     1.10    Definition of Landlord's Agents and Tenant's Agents.  "Landlord's
             ---------------------------------------------------
Agents" includes any asset manager, property manager, agent, managing agent,
affiliate, contractor, employee, director, officer or servant of Landlord, or
any corporate entity affiliated with Landlord or third party operator and owner
of the Building, and "Tenant's Agents" includes any agent, officer, employee,
servant, partner, independent contractor, subtenant, assignee, licensee, or
invitee of Tenant.

     1.11    Lease Terms Confidential.  Tenant shall keep all terms and
             ------------------------
provisions of this Lease confidential and shall not disclose any or all of the
terms and provisions of this Lease without Landlord's prior written consent.
Notwithstanding the foregoing, Tenant may disclose the terms and provisions of
this Lease without Landlord's prior written consent to the following third
parties, provided that such disclosure is given in connection with such third
parties' relationship to Tenant: Tenant's employees, officers or directors;
lenders of Tenant; Tenant's attorneys, accountants or similar providers of
professional services; as well as a disclosure to a court following a court
order to Tenant directing such disclosure.

                                   ARTICLE II.
                                    PREMISES
                                    --------

     2.1     Work Letter.  Landlord leases the Premises to Tenant, and Tenant
             -----------
leases the Premises from Landlord complete with improvements (the
"Improvements") described in Exhibit "C" hereto attached (the "Work Letter").
                             -----------
Except as set forth in Exhibit "C", Tenant accepts the Premises in its "as is"
                       -----------
condition.

     2.2     Condition of the Premises.  By occupying the Premises, Tenant: (a)
             -------------------------
acknowledges that it has had full opportunity to examine the Premises and is
fully informed, independently of Landlord or Landlord's Agents, as to the
character, construction and structure of the the Premises, and (b) accepts the
Premises and acknowledges the Premises presently comply with all requirements
imposed upon Landlord under this Lease related to the construction of the
Improvements, except for any punch list items or any latent defects. This Lease
does not grant any right to light or air over or about the

                                       2

<PAGE>

Premises or Building. Upon delivery of possession, Tenant will inspect the
Premises and give Landlord immediate written notice of patent defects in the
Improvements (as defined in Exhibit "C"), if any, and of any patent variances of
                            -----------
the Improvements from the requirements of this Lease. Tenant's failure to give
such notice or specify any defect or variance in such notice, is a waiver of all
rights with respect to such patent defects or patent variances.

     2.3     Signs.  Without the prior written consent of Landlord, Tenant may
             -----
not erect or install on the exterior of the Building, on any window, or in any
lobby, hallway or door therein located, any sign or other type display. Landlord
will provide and install, in the standard graphics for the Building all letters
or numerals on doors of the Premises (or, if Tenant elects in writing, upon the
walls opposite the elevators providing access to the Premises on the third (3rd)
floor of the Building in a manner reasonably acceptable to Landlord so as not to
damage the walls), and Tenant may not use any other signage or lettering without
Landlord's prior written consent. Landlord agrees to provide at a convenient
location in the lobby of the Building a directory of tenant names and locations
Landlord will provide and install directory strips. Additionally, Tenant shall
have the option, at Tenant's expense, to install the name "MAGIC" onto the
exterior of the Building (above the front entrance with southbound Central
Expressway visibility) and onto the monument sign located in front of the
Building provided, however, that Landlord shall have the right to approve the
design, size, location and installation of said signage, which approval shall
not be unreasonably withheld or delayed, and subject to city code and
ordinances. Notwithstanding the foregoing, if Tenant and/or a transferee under a
Permitted Assignment, collectively, abandons or vacates a substantial portion of
the Premises, i.e., in excess of 25% of the Net Rentable Area, other than due to
remodeling, Tenant's signage rights for exterior and monument signage will be
null and void. The cost of any signage permitted hereunder shall be at Tenant's
expense subject to Tenant's right to obtain funds from the Improvement Allowance
described in Exhibit "C", attached hereto.
             -----------

     2.4     Net Rentable Area.  The term "Net Rentable Area" means the sum of:
             -----------------
(a) the Net Useable Area which is computed by measuring to the inside finish of
the Building's exterior glass line, to the exterior side of partitions that
separate the Premises from the Building's interior non-rentable areas not within
the Premises, and to the center of partitions that separate the Premises from
adjoining rentable areas; plus (b) a pro rata portion of the Building's floor
area used for corridors, elevator lobbies, ground floor lobbies, vestibules,
service and freight areas, restrooms, elevator and mechanical rooms, telephone
and electrical closets, and other similar facilities provided for the benefit of
all tenants of the Building, visitors to the Building, or Landlord (such areas
collectively defined as "Common Areas"), with no deduction for columns or
projections necessary to the Building. The parties stipulate that the Net
Rentable Area of the Premises is that stated in Section 1.2, subject to Tenant's
                                                -----------
right to re-measure. In the event the foregoing definition is insufficient for
any reason, the parties agree to use the guidelines utilized by the Building
Owners and Managers Association for office buildings.

                                  ARTICLE III.
                        COMMENCEMENT DATE; HOLDING OVER
                        -------------------------------

     3.1     Commencement Date.  Unless in whole or in part caused by Tenant
             -----------------
Delays (defined in the Work Letter), if Landlord is unable to deliver the
Premises on the Commencement Date because any of the Improvements (defined in
the Work Letter) are not substantially completed, a certificate of occupancy
(temporary or permanent) has not been obtained, or due to holding over by any
present tenant, neither Landlord nor Landlord's Agents will be liable for direct
or consequential damages, but: (a) the Commencement Date will be the date the
Premises are available for occupancy as defined in Exhibit "C", attached hereto,
                                                   -----------
and (b) Rent will abate for the period by which Tenant's occupancy is delayed.
The Termination Date will not be adjusted for the delay. Within ten (10) days of
Tenant's receipt thereof, Tenant must execute and return to Landlord a statement
specifying the Commencement Date and the Termination Date in the form of Exhibit
                                                                         -------
"D" hereto attached. Notwithstanding the foregoing, if the Commencement Date is
---
later than January 1, 2002 other than by reason of an event of force majeure or
by reason of a Tenant Delay or an Excused Delay as described in Exhibit "C",
                                                                -----------
Landlord will pay to Tenant, in satisfaction of any damages which Tenant may
suffer due to such delay, the

                                       3

<PAGE>

amount of holdover rent that Tenant must and does pay under its prior lease for
55,486 square feet, dated December 19, 1994 (and as amended), with Tenant's
prior landlord, EOP-North Central Plaza III, Limited Partnership, due to such
delay, but only to the extent that such amount exceeds the Base Rent which
Tenant would pay under this Lease had there been no delay but excluding any
consideration of free rental periods (the "Delay Damages").

     3.2     Holding Over.  If Tenant remains in possession of the Premises
             ------------
after the expiration or termination of the Lease Term without the execution of a
new lease, Tenant's occupancy will be from week to week at 125% the Rent due for
the last full calendar month prorated weekly during the Lease Term plus all
other sums due under this Lease and subject to all other provisions and
obligations of this Lease that are applicable to a week to week tenancy. The
holding over period may be cancelled by Landlord or Tenant (provided that Tenant
moves out of the Premises) upon seven (7) days notice to the other party.

                                   ARTICLE IV.
                                      RENT
                                      ----

     4.1     Payment.  Tenant shall pay to Landlord in advance in legal tender
             -------
of the United States of America, without any demand, set-off or deduction except
as otherwise provided in this Lease, at the office of Landlord in Dallas, Dallas
County, Texas or at such place or to such of Landlord's Agents as Landlord from
time to time designates in writing, Rent comprised of Base Rent and Additional
Rent (defined in Section 4.5). Subject to Section 11.1(a)(i), any Rent payment
                 -----------              ------------------
due hereunder is delinquent if not received by Landlord by the due date.
Landlord may accept any partial payment of Rent without prejudice to any of
Landlord's rights or remedies.

     4.2     Base Rent.  Tenant shall pay (with or without receipt of a written
             ---------
statement from Landlord) the Base Rent in advance, promptly upon the first day
of every month of the Lease Term. If the initial or final month is less than a
full calendar month, the Base Rent for such month will be reduced
proportionately.

     4.3     Tenant's Share of Operating Costs.
             ---------------------------------

     (a)     "Operating Costs" means, for any calendar year, the sum of all
             expenses, costs and disbursements of every kind and nature that
             Landlord pays or becomes obligated to pay in connection with the
             ownership, management, operation and maintenance of the Building,
             the parking facilities, and the land upon which the Building is
             situated (the "Land"), including but not limited to: (1) all
             management office expenses; (2) all applicable sales and use
             taxes:; (3) expenses incurred for heat, cooling and other
             utilities; (4) cost of insurance; (5) cost of janitorial and
             cleaning service, trash collection services, pest control and
             security service; (6) salaries, wages and other personnel costs of
             engineers, superintendents, watchpersons, and all other employees
             of the Building, including any sales tax imposed upon their
             service; (7) charges under maintenance and service contracts for
             elevators, chillers, boilers and controls; (8) window cleaning; (9)
             building and grounds maintenance; (10) parking lot maintenance;
             (11) management fees; (12) permits and licenses; (13) all
             maintenance and repair expenses and supplies including replacement
             fluorescent light bulbs and ballasts in building standard lighting
             fixtures; (14) costs (including finance charges) of improvements to
             the Building, equipment or capital items that are designed to
             increase safety, or improve energy efficiency on items otherwise
             allowable under the terms of this Lease; (15) amortization,
             depreciation and replacement costs, interest and other debt,
             building standard costs with respect to equipment purchased to
             replace existing equipment, systems or other capital expenditures
             purchased to comply with the directives of a governing body; if
             with respect to laws enacted after the date of this Lease; (16)
             costs of complying with all governmental regulations, including,
             without limitation, the disposal of chlorofluorocarbons and
             compliance with Title III of the Americans With Disabilities Act of
             1990 ("ADA"), or the Texas Architectural Barrier Statute (the
             "Texas

                                       4

<PAGE>

             Act") if with respect to laws enacted after the date of this Lease;
             (17) costs of independent contractors;, fees and all other costs
             and expenses properly incurred in the operation and maintenance of
             an office building. Notwithstanding anything to the contrary, in
             the event Landlord makes an expenditure that should be capitalized
             hereunder or in accordance with commonly accepted accounting
             practices applied to office buildings and such capital expenditure
             is otherwise allowable under the provisions of this Section 4.3,
                                                                 -----------
             such capital expenditure shall be amortized over the life of the
             item per commonly accepted accounting principles applied to office
             buildings and only the amortized amount of such expenditure for an
             annual period shall be included in Operating Costs each year.
             Operating Costs exclude: (i) Real Estate Taxes (defined in Section
                                                                        -------
             4.4); (ii) cost of alterations of all rentable premises; (iii)
             ---
             Landlord's overhead costs, including salaries, equipment, supplies,
             accounting and legal fees, rent and other occupancy costs, or any
             other costs associated with the operation and internal organization
             and function of Landlord as a business entity (as opposed to such
             costs related to the operation and management of the Building,
             which shall not be excluded); (iv) Costs of removing Hazardous
             Materials or of correcting any other conditions in order to comply
             with any law, ordinance or other governmental requirement
             (including, without limitation, any costs incurred to correct
             building code violations or access law violations, such as the
             Americans with Disabilities Act or Texas Architectural Barriers
             Act) that existed prior to the Commencement Date or were not caused
             by Tenant's specific use of the Building, unless required by
             governmental authority due to regulations enacted after the date of
             this Lease; (v) costs to Landlord of any work or service performed
             for any tenant at the cost of such tenant; (vi) capital
             expenditures except those listed above; (vii) leasing commissions,
             attorney's fees, costs and disbursements and other expenses
             incurred in connection with negotiations for leases with tenants,
             other occupants, or prospective tenants or other prospective
             occupants of the Building and similar costs incurred in connection
             with disputes between Landlord and Tenant, other occupant, or
             prospective tenants or other prospective occupants of the Building;
             (viii) Costs incurred in renovating, decorating or otherwise
             improving (as opposed to making repairs to) space for tenants in,
             or other occupants of, the Building, or vacant leasable space in
             the Building (but not for Common Areas); (ix) Except for the
             management fees which, shall be capped at five percent (5%) of
             gross rents each year, and other fees to the Landlord specifically
             provided in this Lease, overhead and profit increments paid to
             subsidiaries or other affiliates of Landlord for services on or to
             the Building, to the extent that the costs of such services exceed
             competitive costs for such services rendered by non-affiliated
             person or entities of similar skill, competence and experience,
             other than a subsidiary or other affiliate of Landlord; (x)
             Interest on debt or amortization payments on any mortgage or
             mortgages and rental under any ground or underlying leases or lease
             (except to the extent the same may be made to pay or reimburse, ad
             valorem taxes); (xi) Any compensation paid to clerks, attendants or
             other persons in commercial concessions (such as a snack bar or
             restaurant), if any, operated by Landlord; (xii) Costs for which
             Landlord is entitled to reimbursement from any source and is
             reimbursed, including costs covered by proceeds of insurance,
             condemnation awards, or court judgments, amounts specifically
             billed to or payable by individual tenants, costs covered by any
             manufacturer's contractor's, or other warranty, or any other cost
             for which Landlord is entitled to reimbursement and is reimbursed;
             (xiii) Advertising and promotional expenses incurred to publicize
             the Building; (xiv) Repairs or other work occasioned by fire,
             windstorm or other casualty to the extent covered by proceeds of
             insurance required to be carried by any parties to this Lease or
             paid by Tenant or third parties, and repairs or other work
             occasioned by the exercise of the right of eminent domain to the
             extent covered by proceeds of any condemnation proceedings; (xv)
             Landlord's cost of electricity and other services sold to tenants
             and for which Landlord is entitled to be reimbursed by

                                       5

<PAGE>

             tenants as additional rental or over and above the Base Rental
             payable under the lease with such tenants; (xvi) Costs incurred by
             Landlord for alterations which are considered non-energy saving
             capital improvements and replacements, unless required by
             governmental authority due to regulations enacted after the date of
             this Lease; (xvii) Cost of capital nature, including, but not
             limited to, capital improvements, capital repairs, capital
             equipment and capital tools, except as provided for above the
             capital improvements required by governmental authority due to
             regulations enacted after the date of this Lease and for
             energy-saving capital improvements made by Landlord; (xviii) Costs
             incurred due to violation by Landlord or any Tenant of the terms
             and conditions of any lease; (xix) Any costs, fines or penalties
             incurred due to violations by Landlord of any governmental rule of
             authority; (xx) Penalty or interest for Landlord failure to pay any
             taxes before the same become delinquent; (xxi) Costs for sculpture,
             paintings or other art; (xxii) Wages, salaries, or other
             compensation of any kind of nature paid to any executive employees
             above the grade of building manager; and (xxiii) Costs for services
             furnished for any tenant other than Tenant to a materially greater
             extent or in a materially more favorable manner than furnished to
             tenants generally, or that are furnished on an exclusive basis to
             any one tenant or group of tenants.

     (b)     The initial Operating Costs (the "Initial Basic Operating Costs")
             to be used in calculations regarding Excess Operating Costs
             (defined below) are the actual Operating Costs for the calendar
             year 2002.

     (c)     To determine the amount of Operating Costs for the first calendar
             year (or partial calendar year) of the Lease Term (the "First
             Year") or for any subsequent year, (i) if, at any time during the
             year, less than ninety-five percent (95%) of the Net Rentable Area
             of the Building was occupied and used by tenants, Operating Costs
             will be deemed for the purposes of this paragraph to be increased
             to an amount equal to the like Operating Costs that would normally
             be expected to be incurred had such occupancy been ninety-five
             percent (95%) and had such full utilization been made during the
             entire period, or (ii) if Landlord is not furnishing a particular
             service (the cost of which, if performed by Landlord, would be
             included in Operating Costs) to a tenant who has undertaken to
             perform such service (in lieu of Landlord performing same),
             Operating Costs will be deemed for the purposes of this paragraph
             to be increased by an amount equal to the additional Operating
             Costs that would reasonably have been incurred during such period
             if Landlord had furnished such work or service.

     (d)     For each calendar year subsequent to the First Year, Tenant shall
             pay as Additional Rent, Tenant's Share of the amount by which the
             Operating Costs for such calendar year exceeds the Initial Basic
             Operating Costs, provided however, the increase in Operating Costs
             each calendar year, excluding only those for utilities and
             insurance (which shall not be capped and, additionally, Real Estate
             Taxes are not subject to this cap), shall not exceed 8% over such
             charges for the prior calendar year (such excess hereinafter
             referred to as "Excess Operating Costs") as follows:

             (i)     Prior to the last day of each calendar year during the
                     Lease Term, Landlord will provide Tenant with a statement
                     of estimated Excess Operating Costs for the upcoming
                     calendar year after 2002 (based upon Landlord's reasonable
                     estimate of anticipated costs). Beginning January 1 of the
                     upcoming calendar year, Tenant shall pay in twelve (12)
                     equal monthly installments, based on Landlord's estimate,
                     Tenant's Share of Excess Operating Costs. If Landlord
                     determines that the Excess Operating Costs are greater than
                     the estimate, then Landlord may deliver to Tenant on the
                     first day of March, June, September or December, the
                     revised amount of Tenant's Share of Excess Operating Costs.
                     Tenant shall pay to Landlord within twenty (20) days of
                     notification of the revised amount, the difference between
                     the previous estimate and the revised estimate for the
                     expired

                                       6

<PAGE>

                     portionof the current calendar year. Monthly installments
                     of Tenant's Share of Excess Operating Costs will be
                     increased for the months following Tenant's receipt of the
                     revised estimate to one-twelfth (1/12) of the revised
                     estimate of Tenant's Share of Excess Operating Costs.

             (ii)    Not more than one hundred eighty (180) days following the
                     last day of each calendar year, Landlord will provide
                     Tenant with a written comparison of the amount of the
                     estimated Tenant's Share of Excess Operating Costs paid for
                     the calendar year (or partial calendar year) just ended to
                     Tenant's Share of Excess Operating Costs actually incurred
                     for such calendar year (the "Annual Statement"). If the
                     amount of the estimated Tenant's Share of Excess Operating
                     Costs Tenant paid for such prior calendar year (or partial
                     calendar year): (A) exceeds the amount Tenant should have
                     paid, Landlord will give Tenant a credit against current
                     payments of Additional Rent (applicable to Excess Operating
                     Costs) (or if in the last year of the Lease Term, refund
                     the excess), (B) is less than the amount Tenant should have
                     paid, Tenant shall pay Landlord, as Additional Rent, the
                     difference within twenty (20) days following Tenant's
                     receipt of such written comparison. Failure of Landlord to
                     deliver the Annual Statement within the one hundred eighty
                     (180) days following the last day of each calendar year
                     will constitute a waiver of the amounts which Landlord is
                     claiming are owed unless due to a delay beyond Landlord's
                     control.

     (e)     Tenant is not entitled to a refund or credit if Operating
             Costs for any calendar year are less than Operating Costs for the
             First Year.

     4.4     Tenant's Share of Real Estate Taxes.
             -----------------------------------

     (a)     "Real Estate Taxes" means all general and special real estate
             taxes, special assessments and other ad valorem taxes, levies and
             assessments (net of any refund) paid upon or in respect of the
             Building or the Land (together with the Building, the "Real
             Property") and all taxes or other charges imposed in lieu of any
             such taxes, including fees of counsel and experts which are
             reasonably incurred by, or reimbursable by, Landlord in seeking any
             reduction in the assessed valuation of the Building or the Land or
             a judicial review thereof. If any such application or review
             results in a refund on account of any prior assessment, after
             payment of reasonable expenses incurred in connection therewith
             (whether by Landlord, Tenant or other tenants of the Building),
             Landlord will, reimburse Tenant's Share of such refund.
             Notwithstanding the foregoing, "Real Estate Taxes" do not include
             any interest or penalties paid by Landlord as a result of
             Landlord's failure to pay Real Estate Taxes when due and payable,
             any net income, franchise or capital gains tax, inheritance tax or
             estate tax imposed or constituting a lien upon Landlord or all or
             any part of the Real Property.

     (b)     The initial Real Estate Taxes (the "Initial Real Estate Taxes") to
             be used in calculations regarding Excess Real Estate Taxes (defined
             below) are the actual Real Estate Taxes for the calendar year 2002.

     (c)     For each calendar year subsequent to the First Year, Tenant shall
             pay as Additional Rent, Tenant's Share of the amount by which Real
             Estate Taxes for such calendar year exceeds the Initial Real Estate
             Taxes (such excess hereinafter referred to as "Excess Real Estate
             Taxes") as follows:

             (i)     Prior to the last day of each calendar year during the
                     Lease Term, Landlord will provide Tenant with a statement
                     of estimated Excess Real Estate Taxes for the upcoming
                     calendar year (based upon Landlord's reasonable estimate of
                     anticipated Real Estate Taxes). Beginning January 1 of the
                     upcoming calendar year, Tenant shall pay in twelve (12)
                     equal monthly installments, based on

                                       7

<PAGE>

                     Landlord's estimate, Tenant's Share of Excess Real Estate
                     Taxes. If Landlord determines that the Excess Real Estate
                     Taxes are greater than the estimate, then Landlord may
                     deliver to Tenant on the first day of March, June,
                     September or December, the revised amount of Tenant's Share
                     of Excess Real Estate Taxes. Tenant shall pay to Landlord
                     within twenty (20) days of notification of the revised
                     amount, the difference between the previous estimate and
                     the revised estimate for the expired portion of the current
                     calendar year. Monthly installments of Tenant's Share of
                     Excess Real Estate Taxes will be increased for the months
                     following Tenant's receipt of the revised estimate to
                     one-twelfth (1/12) of the revised estimate of Tenant's
                     Share of Real Estate Taxes.

             (ii)    Not more than one hundred eighty (180) days following the
                     last day of each calendar year, Landlord will provide
                     Tenant with a written comparison of the amount of the
                     estimated Tenant's Share of Excess Real Estate Taxes paid
                     for the calendar year (or partial calendar year) just ended
                     to Tenant's Share of Excess Real Estate Taxes actually
                     incurred for such calendar year. If the amount of the
                     estimated Tenant's Share of Excess Real Estate Taxes Tenant
                     paid for such prior calendar year (or partial calendar
                     year): (A) exceeds the amount Tenant should have paid,
                     Landlord will give Tenant a credit against current payments
                     of Additional Rent applicable to Excess Real Estate Taxes
                     (or if in the last year of the Lease Term, refund the
                     excess), (B) is less than the amount Tenant should have
                     paid, Tenant shall pay Landlord, as Additional Rent, the
                     difference within twenty (20) days following Tenant's
                     receipt of such written comparison. Failure of Landlord to
                     deliver the comparison within the one hundred eighty (180)
                     days following the last day of each calendar year will
                     constitute a waiver of the amounts which Landlord is
                     claiming are owed unless due to a delay beyond Landlord's
                     control.

     4.5     Rent Definition.  The term "Rent" includes, without limitation, (a)
             ---------------
Base Rent; (b) Tenant's Share of Operating Costs, (c) Tenant's Share of Real
Estate Taxes; and (d) other charges and reimbursable costs in accordance with
this Lease. Items (b), (c) and (d) above may sometimes herein be referred to as
"Additional Rent". Notwithstanding anything in this Lease to the contrary, all
amounts payable by Tenant to Landlord as Rent, including but not limited to any
amounts due and payable as the Improvement Allowance, shall constitute rent for
the purpose of Section 502(b)(7), as it may be amended, of the Federal
               -----------------
Bankruptcy Code, 11 U.S.C. (S) 101 et seq. (the "Bankruptcy Code").

     4.6     Other Impositions.  Together with related interest and penalties,
             -----------------
Tenant shall: (a) reimburse Landlord for any increase in ad valorem taxes that
Landlord becomes obligated to pay, and (b) pay all license and permit fees and
all taxes levied or assessed by governmental authorities by virtue of: (i) any
leasehold improvements to the Premises, (ii) Tenant conducting business on or
operating in the Premises, (iii) acts or omissions of Tenant's Agents, (iv)
Tenant's personal property, (v) Tenant's assets, existence or sales and (vi) any
other reason related to Tenant's occupancy or use of the Premises or Building.
Notwithstanding the foregoing to the contrary, Tenant shall not be liable for
any income, franchise, transfer, estate, gift, or inheritance tax or the like
levied on Landlord by reason of this Lease.

     4.7     No Tenant Tax Protest.  To the extent permitted by law: (a) Tenant
             ---------------------
hereby waives: (i) any right it may have under Texas law to protest or appeal
Real Estate Taxes or the value of the Building, and (ii) any obligation of
Landlord to Tenant to provide to Tenant any reappraisal or valuation notice
received by Landlord, and (b) Tenant hereby assigns to Landlord any rights of
Tenant to appeal or protest Real Estate Taxes or the value of the Building.

     4.8     Audit.  During the ninety (90) days following the delivery of the
             -----
Annual Statement, Tenant shall have the right at Tenant's sole cost and expense,
to inspect, audit and reasonably copy in the Building Manager's office (as no
documents may be removed from such office) Landlord's records with respect to
those Operating Costs at Landlord's office during normal

                                       8

<PAGE>

business hours upon at least seventy-two (72) hours prior written notice and
provided that such inspection does not unreasonably interrupt or interfere with
Landlord's business operations. Prior to any inspection by Tenant, Tenant shall
sign a confidentiality agreement, in reasonable form, provided by Landlord. The
results of any such inspection shall be kept strictly confidential by Tenant and
its agents, and Tenant must agree to such confidentiality restrictions and shall
specifically agree that the results shall not be made available to any other
tenant of the Building. Unless Tenant sends to Landlord any written exception to
the Annual Statement of the Operating Expenses within the ninety (90) day period
mentioned above, such Annual Statement shall be deemed final and accepted by
Tenant. Tenant shall pay the amount shown on such Annual Statement in the manner
prescribed in this Lease, whether or not Tenant takes any such written
exception, without any prejudice to such exception. If Tenant makes a timely
exception, Landlord and Tenant shall cause an independent certified public
accountant to review the Tenant's exception. Tenant shall pay the cost of such
certification, (including, without limitation, the payment to Landlord for all
legal and accounting professional costs incurred and administrative time
expended related to the audit) unless Landlord's original determination of
annual Operating Costs overstated the amounts thereof by more than eight percent
(8%). If either party disputes the finding of the independent certified public
accountant, then the matter may be submitted to binding arbitration. The
prevailing party shall recover the costs of the accountant and costs of any such
arbitration.

                                   ARTICLE V.
                              LANDLORD'S SERVICES
                              -------------------

     5.1     Electricity.  So long as Tenant is not in Default, Landlord will
             -----------
furnish or cause to be furnished, electricity for normal business usage
twenty-four (24) hours a day, seven (7) days a week, subject to the provisions
of Section 5.6, below. In the event Landlord deems it necessary to make
   ------------------
available separately metered service to the Premises, Landlord may require that
separate meters or submeters be installed for the Premises at Landlord's expense
unless Tenant's use of electricity exceeds normal business usage, in which event
it shall be at Tenant's expense, in which case Tenant will be billed based upon
such separate meter or submeter rather than based upon Tenant's Share of such
electrical charges. In such instance, Tenant shall receive a corresponding
credit against Rent to the extent electrical use in the Premises was charged as
a component in Operating Costs except if such meter or submeter is installed
only to monitor and charge for usage which exceeds normal business usage (in
which case no credit shall be given). Tenant's use of electricity in the
Premises may not at any time exceed the capacity of the electrical conductors
and equipment serving the Premises. Without Landlord's prior written consent,
which consent shall not be unreasonably withheld or delayed, Tenant may not: (i)
connect reproducing equipment;, electronic data processing equipment;, heating
or air-conditioning equipment;, or special lighting, any of the foregoing which
causes Tenant to consume electricity in excess of the building standard
specifications (as provided in Section 5.2(b) below) or any other item of
                               --------------
electrical equipment that causes Tenant to consume more than permitted by the
building standard specifications (as provided in Section 5.2(b), below) or (ii)
                                                 --------------
make any alteration or addition to the electric system of the Premises. If
required and Landlord grants such consent, Landlord will provide at the cost to
Landlord plus Landlord's overhead charge of ten percent (10%) of the cost, which
cost Tenant shall pay to Landlord, payable on demand, additional risers or other
required equipment. In addition, but only to the extent not separately metered
or passed through to Tenant, Landlord may increase the Base Rent by an amount
reflecting the estimated cost of the additional capacity of such risers or other
equipment.

     5.2     Air-Conditioning.  So long as Tenant is not in Default, Landlord
             ----------------
will furnish or cause to be furnished to the Premises Monday through Friday from
7:30 00 a.m. to 6:00 p.m. and Saturday from 8:00 a.m. to 1:00 p.m. (but, not on
Sunday or the following "Legal Holidays": New Year's Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving, and Christmas air-conditioning at
reasonable temperatures, based on temperatures maintained in comparable
first-class buildings within a three (3) mile radius of the Building, to provide
reasonably comfortable occupancy of the Premises under Normal Business
Conditions (defined below) (excepting any areas that develop excessive heat from
machines, lights, sun, overcrowding or other sources). "Normal Business
Conditions" (herein so called)

                                       9

<PAGE>

for maintaining reasonably comfortable temperatures are:

     (a)     One person per 150 square feet average occupancy per floor;

     (b)     Seven (7) watts per square foot for Tenant lighting and power use
             average per floor; and

     (c)     Light-colored blinds, fully drawn and slats at a 45(degree) angle
             coincident with peak sun lead or equivalent solar barrier.

If Tenant delivers a written request to Landlord before 2:00 p.m. on the day
prior to the date for which such usage is requested, Landlord will furnish
services at times not specified above in exchange for Tenant's payment therefor
at the hourly rate of Fifty Dollars ($50.00) per hour, per floor.

     5.3     Heat.  So long as Tenant is not in Default, Landlord will furnish
             ----
or cause to be furnished to the Premises Monday through Friday from 7:00 a.m. to
6:00 p.m. and Saturday from 8:00 a.m. to 1:00 p.m. (but, not on Sunday, Legal
Holidays), during times of the year that heating is necessary, heat to the
Premises at reasonable temperatures, based on temperatures maintained in
comparable first-class buildings within a three (3) mile radius of the Building,
to provide reasonably comfortable occupancy of the Premises under Normal
Business Conditions. If Tenant delivers a written request to Landlord before
2:00 p.m. on the day prior to the date for which such usage is requested,
Landlord will furnish services at times not specified above in exchange for
Tenant's payment therefor at the hourly rate of $50.00 per hour, per floor.

     5.4     Water.  So long as Tenant is not in Default, Landlord will furnish
             -----
or cause to be furnished to the Common Areas water from the City of Dallas mains
for drinking, lavatory (including warm water at reasonable temperatures as
reasonably determined by Landlord) and toilet purposes twenty-four (24) hours a
day, seven (7) days a week, subject to the provisions of Section 5.6, below.
                                                         -----------
Tenant will not install any equipment that uses water without Landlord's prior
written consent. Tenant will not waste or permit the waste of water. Landlord
reserves the right to install a water meter for the Premises at Landlord's sole
cost, unless such meter is installed due to excessive use by Tenant (in which
case such installation shall be at Tenant's expense), and thereafter Tenant
shall pay for water based upon its usage.

     5.5     Janitorial Services.  So long as Tenant is not in Default, Landlord
             -------------------
will furnish or cause to be furnished to the Premises janitorial services in
accordance with the minimum building standard janitorial specifications
established by Landlord and attached hereto as Exhibit "F". Tenant shall pay
                                               -----------
Landlord for services above building standard at the charge reasonably
established by Landlord.

     5.6     No Liability.  Interruption or malfunction of any utility or
             ------------
telephone service is neither a breach by Landlord, nor does it cause an eviction
or disturbance of Tenant, release Tenant from any obligation, or grant Tenant
any right to offset or rent abatement, and neither Landlord nor Landlord's
Agents are liable for damages (consequential or otherwise). Notwithstanding
anything in this Lease to the contrary, in the event any interruption or
reduction of any Building utility or telephone service is continuous for a
period of five (5) consecutive business days, then on the sixth (6th)
consecutive business day and for each day thereafter until such service is
restored, Base Rent shall be abated, provided that if the interruption continues
for a period of thirty (30) consecutive days, all Rent (including Base Rent)
will be abated.

     5.7     Utility Deregulation.
             --------------------

     (a)     Landlord has advised Tenant that presently Texas Utilities Electric
             Company ("Electric Service Provider") is the utility company
             selected by Landlord to provide electric service for the Building.
             Notwithstanding the foregoing, if permitted by law, Landlord has
             the right at any time and from time to time during the Lease Term
             to either reasonably contract for service from a different company
             or companies providing electric service (each such company is
             hereinafter referred to as an "Alternate Service Provider") or
             continue to contract for service from the Electric Service
             Provider.

                                       10

<PAGE>

     (b)     Tenant will cooperate with Landlord, the Electric Service Provider,
             and any Alternate Service Provider at all times, and, as reasonably
             necessary, shall allow Landlord, Electric Service Provider and any
             Alternate Service Provider reasonable access to the electric lines,
             feeders, risers, wiring, and any other machinery within the
             Premises.

     (c)     Except as provided in Section 5.6, Landlord is in no way liable or
                                   -----------
             responsible for any loss, damage, or expense that Tenant may
             sustain or incur by reason of any change, failure, interference,
             disruption, or defect in the supply or character of the electric
             energy furnished to the Premises, or if the quantity or character
             of the electric energy supplied by the Electric Service Provider or
             any Alternate Service Provider is no longer available or suitable
             for Tenant's requirements, and no such change, failure, defect,
             unavailability, or unsuitability will constitute an actual or
             constructive eviction, in whole or in part, entitle Tenant to any
             abatement or diminution of Rent, or relieve Tenant from any of its
             obligations under the Lease.

     5.8     Other Services.  Landlord will provide a courtesy officer for the
             --------------
Building twenty-four (24) hours a day, seven (7) days a week and controlled
access to the Building after hours. In addition, Landlord will provide for
operation of an elevator to the Premises on a continuous basis (subject to
interruptions in service beyond Landlord's control) twenty-four (24) hours a
day, seven (7) days a week.

     5.9     Landlord Repairs.  It is the obligation of Landlord (and not Tenant
             ----------------
except to the extent otherwise reimbursable as Operating Expenses), to keep,
maintain and replace, if necessary as reasonably determined by Landlord, (i) the
foundations, the exterior walls (including any exterior glass), the roof, roof
membrane or covering, load-bearing walls, floor slabs and masonry walls and any
other structural systems of the Building, (ii) the heating, ventilating and air
conditioning system and the mechanical, electrical and plumbing systems, and
(iii) the Common Areas.

                                   ARTICLE VI.
                           TENANT'S CARE OF PREMISES
                           -------------------------

     6.1     Waste.  Neither Tenant nor Tenant's Agents will commit waste, and,
             -----
except to the extent Landlord is required to maintain, Tenant will keep the
Premises and the fixtures therein in good repair. Tenant shall be responsible
for maintenance and repair of appliances and shall pay for unstopping any drains
or water closets in the Premises if such is the result of Tenant's or Tenant's
agent's misuse. If: (a) Tenant fails to make repairs to the Premises required of
Tenant, or (b) any act or neglect of Tenant or Tenant's Agents results in damage
to the Premises or the Building, Landlord may repair such damage, and within ten
(10) days of receipt of Landlord's invoice, Tenant shall reimburse Landlord for
the cost thereof (plus Landlord's overhead cost of ten percent (10%) of the
cost) that is not reimbursed per insurance as set forth in Section 9.5. Neither
                                                           -----------
Tenant nor Tenant's Agents will deface or injure the Building, and Tenant will
pay the cost of repairing any damage or injury done to the Building or any part
thereof by Tenant or Tenant's Agents. Tenant will use reasonable efforts to
cooperate and participate in any Landlord required recycling program provided
however that if Tenant does not cooperate and participate in such recycling
program, Tenant will not be entitled to the benefits therefrom.

     6.2     Alterations, Additions or Improvements.  Tenant may not make any
             --------------------------------------
alterations, improvements, door lock changes or other modifications to the
Premises or move Tenant's furnishings, equipment or other property into or out
of the Premises or Building without the prior written consent of Landlord, which
consent shall not be unreasonably withheld or delayed. Requests must be in
writing and detailed to Landlord's reasonable satisfaction. Tenant shall give
Landlord at least ten (10) days' advance notice before beginning work on any
alterations to permit Landlord, if Landlord so elects, to file a Notice of
Nonresponsibility or take any other action in advance of the commencement of any
alterations. All alterations, additions or improvements (including, but not
limited to carpets, drapes and anything secured in a manner customarily deemed
to be permanent) are fixtures, not subject to attachment of a

                                       11

<PAGE>

mechanic's or materialman's lien, and will become the property of Landlord and
remain in the Premises at the end of the Lease Term. If Landlord shall be
damaged as a result of any breach by Tenant of this covenant, Tenant agrees to
pay to Landlord the amount of such damage. All alterations, additions or
improvements made in or upon the Premises, either by Landlord or Tenant in order
to comply with ADA and the Texas Act are Landlord's property on termination of
this Lease and shall remain on the Premises without compensation to Tenant.
Notwithstanding the foregoing, other than the Improvements (as defined in
Exhibit "C"), Landlord has the option to require Tenant to remove any fixtures,
-----------
equipment and other improvements installed in the Premises which are not
customary and usual to office use, provided however, that Landlord advises
Tenant in writing at the time Tenant seeks in writing Landlord's consent to
install such fixture, equipment, or other improvement that Landlord would
require its removal upon termination of this Lease. If Landlord requires removal
and Tenant fails to comply within ten (10) days after written notice from
Landlord, Landlord may remove same at Tenant's cost, and Tenant shall pay
Landlord upon demand all costs incurred by Landlord in removing the alterations,
additions and improvements.

     Tenant's performance of its obligations to maintain and repair and any
moving of Tenant's furnishings, equipment or other property may be conducted
only by contractors and subcontractors reasonably approved in writing by
Landlord. Tenant must maintain and cause such contractors and subcontractors to
maintain insurance coverage against such risks, in such amounts and with such
companies as Landlord reasonably requires in connection with any maintenance and
repair. Such contractors and subcontractors must provide Landlord with
certificates of insurance prior to commencement of work, and such certificates
shall list Landlord and its asset manager, property manager, managing agent and
any other designee of Landlord as additional insureds.

     6.3     No Overloading or Overcrowding.  Tenant will not overload the
             ------------------------------
floors of the Premises. Tenant shall not place a load upon the floor of the
Premises exceeding the load per square foot such floor was designed to carry, as
determined by Landlord or its structural engineer. Partitions shall be
considered as part of the load. Landlord may prescribe the weight and position
of all safes, files and heavy equipment that Tenant desires to place in the
Premises, so as properly to distribute their weight. Tenant's business machines
and mechanical equipment shall be installed and maintained so as not to transmit
noise or vibration to the Building structure or to any other space in the
Building. Tenant shall be responsible for the cost of all structural engineering
required to determine structural load and all acoustical engineering required to
address any noise or vibration caused by Tenant. Tenant will not office more
than one employee for each 150 square feet of Net Rentable Area of the Premises.

     6.4     No Liens.  Landlord's title is and always will be paramount to the
             --------
title of Tenant, and Tenant will not do or be empowered to do any act which
encumbers or may encumber Landlord's title or subjects the Premises or the
Building or any part of either to any lien. Tenant must immediately remove any
and all liens or encumbrances which are filed against the Premises or the
Building as a result of any act or omission of Tenant or Tenant's Agents. If
Tenant fails to remove any such lien within ten (10) days of receipt of notice
thereof, then Landlord may, but is not obligated to, remove or bond such lien,
and Tenant shall pay all costs of removal or bonding the lien, plus interest at
the Default Rate, to Landlord upon demand.

     6.5     Property and Improvements at Tenant's Risk.  All personal property,
             ------------------------------------------
betterments and improvements in the Premises, the Building, parking areas or
related facilities, whether owned, leased or installed by Landlord, Tenant or
any other person, are at Tenant's sole risk, and neither Landlord nor Landlord's
Agents will be liable for any damage thereto or loss thereof from any cause,
including but not limited to theft, misappropriation, casualty, overflowing or
leaking of the roof, the bursting or leaking of water, sewer or steam pipes, or
from heating or plumbing fixtures, unless the result of the gross negligence or
willful misconduct of Landlord or Landlord's Agents.

     6.6     Flammables, Explosives or Toxic Substances.  Except for those
             ------------------------------------------
substances customarily and typically used in offices (such as toner in copiers
or cleaning agents) and which are used in accordance with all applicable laws,
Tenant will not use or permit in the Premises or the Building any flammable or
explosive material, toxic substances, environmentally hazardous materials (as

                                       12

<PAGE>

defined below) or other items hazardous to persons or property. Tenant will not
use the Premises in a manner that (a) invalidates or is in conflict with fire,
insurance, life safety or other policies covering the Building or the Premises,
or (b) increases the rate of fire or other insurance on the Building or the
Premises. If any insurance premium is higher than it otherwise would be due to
Tenant's failure to comply with this section, Tenant shall reimburse Landlord as
Additional Rent, that part of Landlord's insurance premiums that are charged
because of Tenant's failure.

     6.7     Hazardous Materials Defined.  "Hazardous Materials" means: (a) any
             ---------------------------
"hazardous waste" as defined by the Resource Conservation and Recovery Act of
1976 (42 U.S.C. (S) 6901 et seq.) ("RCRA"), as amended from time to time, and
                         -- ---
regulations promulgated thereunder; (b) any "hazardous substance" being
"released" in "reportable quantity" as such terms are defined by the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42
U.S.C. (S) 9601 et seq.) ("CERCLA"), as amended from time to time, and
                -- ---
regulations promulgated thereunder; (c) asbestos; (d) polychlorinated biphenyls;
(e) urea formaldehyde insulation; (f) "hazardous chemicals" or "extremely
hazardous substances", in quantities sufficient to require reporting,
registration, notification or special treatment or handling under the Emergency
Planning and Community Right-to-Know Act of 1986 (42 U.S.C. (S)(S) 11001, et
                                                                          --
seq.) ("EPCRA"), as amended from time to time and regulations promulgated
---
thereunder; (g) any "hazardous chemicals" in levels that would result in
exposures greater than those allowed by permissible exposure limits established
pursuant to the Occupational Safety and Health Act of 1970 (29 U.S.C. (S) 651 et
                                                                              --
seq.) ("OSHA"), as amended from time to time and regulations promulgated
---
thereunder; (h) any substance which requires reporting, registration,
notification, removal, abatement or special treatment, storage, handling or
disposal under Section 6, 7 or 8 of the Toxic Substances Control Act (15 U.S.C.
(S)(S) 2601 et seq.) ("TSCA") as amended from time to time and regulations
            -- ---
promulgated thereunder; (i) any toxic or hazardous chemicals described in the
Occupational Safety and Health Standards (29 C.F.R. 1910.1000-1047) in levels
which would result in exposures greater than those allowed by the permissible
exposure limits pursuant to such regulations; (j) the contents of any storage
tanks, whether above or below ground; (k) medical wastes; (l) materials related
to those described in subparagraphs (a) through (k) hereof; and (m) anything
defined as hazardous or toxic under any now existing or hereinafter enacted
statute.

     6.8     Environmental Regulations Defined.  "Environmental Regulations"
             ---------------------------------
means any law, statute, regulation, order or rule now or hereafter promulgated
by any Governmental Authority, whether local, state or federal, relating to air
pollution, water pollution, noise control or transporting, storing, handling,
discharge, disposal or recovery of on-site or off-site hazardous substances or
materials, as same may be amended from time to time, including without
limitation, the following: (a) the Clean Air Act (42 U.S.C. (S)(S) 7401 et
                                                                        --
seq.); (b) Marine Protection, Research and Sanctuaries Act (33 U.S.C. (S)(S)
---
1401-1445); (c) the Clean Water Act (33 U.S.C. (S)(S) 1251 et seq.); (d) RCRA,
                                                          -- ---
as amended by the Hazardous and Solid Waste Amendments of 1984 (42 U.S.C. (S)
6901 et seq.); (e) CERCLA, as amended by the Superfund Amendments and
     -- ---
Reauthorization Act of 1986 (42 U.S.C. (S)(S) 9601 et seq.); (f) TSCA; (g) the
                                                   -- ---
Federal Insecticide, Fungicide and Rodenticide Act, as amended (7 U.S.C. (S)(S)
136 et seq.); (h) the Safe Drinking Water Act (42 U.S.C. (S)(S) 300(f) et seq.);
    -- ---                                                            -- ---
(i) OSHA; (j) the Hazardous Liquid Pipeline Safety Act (49 U.S.C. (S)(S) 2001 et
                                                                              --
seq.); (k) the Hazardous Materials Transportation Act (49 U.S.C. (S)(S) 1801 et
---                                                                          --

seq.); (l) the Noise Control Act of 1972 (42 U.S.C. (S)(S) 4901 et seq.); (m)
---                                                             -- ---
EPCRA; and (n) National Environmental Policy Act (42 U.S.C. (S)(S) 4321-4347);
and (o) Medical Waste Tracking Act of 1988 (42 U.S.C. (S) 6992).

     6.9     Compliance; Environmental Compliance.  Tenant will observe and
             ------------------------------------
comply promptly with all present and future legal requirements of governmental
authorities and insurance requirements relating to or affecting the Premises,
any Tenant sign, or the use and occupancy of the Premises or incident to
Tenant's occupancy of the Building and its use thereof. Notwithstanding anything
to the contrary, Landlord will conform any items in the Premises that are not a
part of the Improvements (such as, for example, the restrooms) which are found
to have not been in compliance with all legal requirements of governmental
authorities (including the ADA or the Texas Act) prior to the Commencement Date
and which are required to be corrected by appropriate governmental authorities.
Nothing contained in this Lease is intended to prevent or prohibit compliance by
either party with ADA or the Texas Act, nor is any provision of this Lease
intended to violate ADA, and any provision that does so is hereby modified to
allow compliance or deleted as necessary. At its expense, Tenant will

                                       13

<PAGE>

comply with all requirements of ADA and the Texas Act with regard to all aspects
of the Improvements, including but not limited to the design and installation of
improvements to the Premises required as the Improvements. Tenant indemnifies
Landlord, Landlord's Agents, its affiliates, agents, officers, employees and
contractors, for all costs, liabilities and causes of action occurring or
arising as a result of Tenant's failure to comply with ADA and the Texas Act or
as a result of any violation of ADA or the Texas Act by Tenant or Tenant's
Agents, and, at Landlord's option, Tenant will defend Landlord, Landlord's
Agents, its affiliates, agents, officers, employees and contractors, against all
such costs, liabilities and causes of action. Tenant will not use or permit the
Premises to be used in violation of any Environmental Regulations. Tenant
assumes sole and full responsibility for, and will remedy at its cost, all such
violations, provided that Tenant must first obtain Landlord's written approval
of any remedial actions, which approval Landlord may not unreasonably withhold.
Except for those substances customarily and typically used in offices (such as
toner in copiers or cleaning agents) and which are used in accordance with all
applicable laws, Tenant will not use, generate, release, store, treat, dispose
of, or otherwise deposit, in, on, under or about the Premises, any Hazardous
Materials, nor will Tenant permit or allow any third party to do so, without
Landlord's prior written consent. Landlord's election to conduct inspections of
the Premises is not approval of Tenant's use of the Premises or any activities
conducted thereon, and is not an assumption by Landlord of any responsibility
regarding Tenant's use of the Premises or Hazardous Materials. Tenant's
compliance with the terms of this Section 6.9 and with all Environmental
                                  -----------
Regulations is at Tenant's sole cost. So long as Landlord has reasonable cause
or is required to do so, Tenant will pay or reimburse Landlord for any costs or
expenses reasonably incurred by Landlord, including reasonable attorney's,
engineers', consultants' and other experts' fees and disbursements incurred or
payable to determine, review, approve, consent to or monitor the requirements
for compliance with Environmental Regulations, including, without limitation,
above and below ground testing. Landlord and Landlord's Agents are hereby
authorized to enter upon the Premises for such purposes. Tenant will supply
Landlord with historical and operational information regarding Tenant's use of
the Premises, including without limitation, all reports required to be filed
with governmental agencies, as may be reasonably requested by Landlord to
facilitate site assessment, and will make available for meetings with Landlord
or Landlord's Agents, appropriate personnel having knowledge of such matters. If
Tenant fails to comply with the provisions of this Section 6.9, or if Landlord
                                                   -----------
receives notice or information asserting the existence of any Hazardous
Materials, Landlord has the right, but not the obligation, without in any way
limiting Landlord's other rights and remedies, to enter upon the Premises or to
take such other actions Landlord deems necessary or advisable to clean up,
remove, resolve, or minimize the impact of any Hazardous Materials on or
affecting the Premises. Tenant shall pay to Landlord on demand as Additional
Rent all reasonable costs and expenses paid or incurred by Landlord in the
exercise of any such rights. Tenant will notify Landlord in writing, immediately
upon the discovery, notice (from a governmental authority or other entity) or
reasonable grounds to suspect, by Tenant, Tenant's Agents, its successors or
assigns the presence in the Premises or the Building of any Hazardous Materials
or conditions that result in a violation of or could reasonably be expected to
violate this Section 6.9, together with a full description thereof. Subject to
             -----------
the timeframe provided in Section 11(a)(ii), breach of this Section 6.9 is a
                          -----------------                ------------
Default under this Lease. Notwithstanding anything contained in this paragraph
to the contrary, Tenant will not be responsible for removal or for any other
costs associated with the existence of Hazardous Materials which Tenant can
prove existed in the Premises or elsewhere in the Building prior to the
Commencement Date.

     6.10    Termination and Surrender.  Upon termination of this Lease, Tenant
             -------------------------
must: (a) surrender any keys, electronic ID cards, and other access devices to
Landlord at the place then fixed for the payment of rent, (b) remove all
Tenant's property from the Premises, (c) surrender the Premises in "broom clean"
condition, (d) except for reasonable wear and tear resulting from normal use or,
if a casualty occurred, surrender the Premises and fixtures in the condition in
which Tenant received them, and (e) deliver the Premises to Landlord free of any
and all Hazardous Materials (except as noted to the contrary in Section 6.9,
                                                                -----------
with respect to pre-existing conditions) so that the condition of the Premises
conforms with all applicable Environmental Regulations.

                                       14

<PAGE>

                                  ARTICLE VII.
                     TRANSFER OF INTEREST; PRIORITY OF LIEN
                     --------------------------------------

     7.1     Assignment and Sublease.
             -----------------------

     (a)     Without Landlord's prior written consent, which consent shall not
             be unreasonably withheld or delayed, Tenant will not voluntarily or
             involuntarily assign, mortgage or pledge this Lease, sublet any
             part of the Premises or permit use or occupancy of any portion of
             the Premises by anyone other than Tenant. Tenant may not advertise
             the Premises for sublease or assignment at a rate lower than that
             then being charged by Landlord for space in the Building, and may
             not sublease or assign to anyone who is a current tenant of the
             Building but Tenant may list same with a broker, may advertise in
             writing without a rate and reveal a lower rate verbally upon
             inquiry and may assign or sublease at a lower rate. If Landlord
             consents to an assignment or sublease, Landlord will document its
             consent, but any request for consent to a sublease must be
             accompanied by a true and complete copy of the sublease Tenant
             proposes to execute. Tenant shall pay expenses and reasonable
             attorney's fees Landlord incurs in processing and documenting any
             request of Tenant for such consent, such expenses and fees not
             expected to exceed One Thousand Five Hundred and No/100 Dollars
             ($1,500.00) per request. No assignment or subletting, whether in
             violation hereof, approved by Landlord or permitted under this
             Article VII relieves Tenant from liability or the obligation to
             -----------
             comply with the provisions of this Lease. Landlord's consent to an
             assignment or sublease is not consent to any other assignment or
             sublease.

     (b)     Except for a corporation, of which all the outstanding shares of
             stock regularly entitled to vote for the election of directors of
             the corporation, are listed on a national securities exchange (as
             defined in the Securities Exchange Act of 1934, as amended), if
             Tenant is a corporation, the voluntary or involuntary transfer by
             the person or entity that owns a majority of such corporation's
             shares (determined in accordance with the principles set forth in
             Section 544 of the Internal Revenue Code of 1986) on the date of
             this Lease, or, if Tenant is a partnership, the voluntary or
             involuntary transfer by a person or entity that owns a general
             partner's interests on the date of this Lease, is an assignment of
             this Lease for which Landlord's prior written consent is required.
             Any such transfer without such consent gives Landlord the right to
             terminate this Lease by notice to Tenant within ninety (90) days
             after Landlord discovery thereof.

     (d)     Notwithstanding Section 7.1 (a) or 7.1 (b) above, Tenant may assign
                             -------------------------
             or sublease this Lease, upon written notice to Landlord but without
             obtaining Landlord's consent, (i) to any person or entities that
             controls, is controlled by, or is under common control with Tenant,
             (ii) to the surviving corporation or other entity in a merger,
             consolidation, or other reorganization involving Tenant, (iii) if
             subleasing twenty-five percent (25%) or less of the total Net
             Rentable Area of the Premises (but excluding any assignment) to any
             entity in which Tenant, or an affiliate of Tenant has a minimum
             twenty percent (20%) ownership interest (but less than control), or
             (iv) the purchaser of all or substantially all of Tenant's assets,
             provided that such assignee or subtenant, if acquiring all or
             substantially all of Tenant's assets or stock, has a net worth
             equal to or greater than Tenant (any of the foregoing being
             hereinafter referred to as a "Permitted Assignment").

     7.2     Right of First Refusal.  Except for Permitted Assignment, if Tenant
             ----------------------
is a corporation, or a proposed assignment or sublease to a general partner (or
a general partner's immediate family members) of Tenant if Tenant is a
partnership, or to members of Tenant's immediate family if Tenant is an
individual, Tenant's request for consent to assignment, sale or other transfer
of this Lease or sublease of any portion of the Premises gives Landlord the
right of first refusal to purchase Tenant's interest in this Lease and such
portion of the Premises on the same terms and conditions as the proposed
assignment

                                       15

<PAGE>

or sublease. Tenant's consent request must set forth the name and address of the
prospective assignee and the price and other terms of the proposed assignment or
sublease. Landlord has the prior right (to be exercised by written notice to
Tenant not later than fifteen (15) days after receipt of Tenant's request) to
purchase Tenant's interest at the price and on the terms and conditions
contained in the proposed assignment or sublease. Landlord's failure to exercise
its right of first refusal is not consent to the proposed assignment or
sublease.

     7.3     Subordination.  This Lease (including all rights of Tenant
             -------------
hereunder) is subject and subordinate to: (a) any ground lease or underlying
lease (each a "Ground Lease") now or hereafter affecting the Land or the
Building, (b) any mortgage, deed of trust or other indenture (each a "Mortgage")
now or hereafter affecting any Ground Lease or Land, and all renewals,
replacements and extensions thereof, and (c) all advances and interest under any
Mortgage. Landlord will use reasonable efforts to attempt to obtain a
nondisturbance agreement with the present and any future holders of any Ground
Leases or Mortgages, but failure to obtain same is not a default under this
Lease. This section is self-operative and no further instrument is required;
nevertheless, Tenant agrees to execute within twenty (20) days of Landlord's
written request, any documents required by any Mortgage holder or ground lessor
to evidence such subordination. Upon termination of this Lease through
foreclosure of any Mortgage (or deed in lieu thereof) or if the Ground Lease is
terminated, Tenant will attorn to and accept the purchaser at the foreclosure
sale (or the transferee under the deed in lieu) or ground lessor as Landlord
under this Lease and, upon demand, enter into a new lease agreement with such
purchaser, transferee or ground lessor for the unexpired term of this Lease at
the same Rent and under the same provisions of this Lease. This Lease is subject
and subordinate to any covenants, conditions and restrictions of record on the
date of this Lease, as well as any regulations, laws and ordinances to which the
Building and Land are subject to, and to the rights of the owners of the Land
and the Building as otherwise provided in this Lease.

     7.4     Landlord hereby waives all statutory and constitutional landlord's
liens and similar liens.

                                  ARTICLE VIII.
                     DAMAGE AND DESTRUCTION; EMINENT DOMAIN
                     --------------------------------------

     8.1 Damage and Destruction. If the Building is totally destroyed by
         ----------------------
fire, tornado or other casualty or if the Premises or the Building is so damaged
that rebuilding or repairs cannot be completed within ninety (90) days after the
date of such damage, Landlord may at its option terminate this Lease, and Rent
will abate for the unexpired portion of the Lease Term effective as of the date
of such damage, provided however, that if such rebuilding or repairs cannot be
completed within two hundred and forty (240)days after the date of such damage,
Tenant may terminate this Lease upon written notice to Landlord. Landlord agrees
to obtain from Landlord's architect, an estimate of the time to rebuild, taking
in to account insurance, permits, availability of materials and labor and
related matters, within thirty (30) days of the date of the casualty. If neither
Landlord nor Tenant elect to terminate this Lease, within sixty (60) days after
the date of such damage, Landlord will commence to rebuild or repair the
Building and the Premises and will proceed with reasonable diligence to restore
the Building and Premises to substantially the same condition that existed
immediately prior to the casualty; provided, however, Landlord will not rebuild,
repair or replace Tenant's furniture, fixtures, equipment or the Improvements
which, for the purposes of this section, Tenant has been deemed to have paid for
at its expense, and Tenant, at its sole expense, will restore the foregoing to
substantially the same condition that existed immediately prior to the casualty.
Landlord will allow Tenant a fair diminution of Rent during the time and to the
extent that the Premises are unfit for Tenant's use in the ordinary conduct of
Tenant's business, which abatement will continue only until the earlier of (a)
sixty (60) days following the completion of Landlord's restoration of the
Building and Premises as herein provided or (b) the completion of Tenant's
repairs. Any insurance carried by Landlord or Tenant against loss or damage to
the Building or to the Premises is for the sole benefit of the party carrying
such insurance and under its sole control, and Landlord's obligation to rebuild
or restore hereunder is limited to the extent of recoverable insurance proceeds
available therefor. If any mortgagee under a deed of trust, security agreement
or mortgage on the Building requires the insurance proceeds to be used to retire
debt,

                                       16

<PAGE>

Landlord will have no obligation to rebuild, and this Lease will terminate upon
notice to Tenant.

     8.2     Eminent Domain.  If the whole Premises are taken or condemned, or
             --------------
purchased in lieu thereof, by any government authority for any public or
quasi-public use or purpose, then, this Lease will terminate from the time when
the possession is required for such use or purpose. The Rent will be apportioned
to the date when the possession is required. If a part of the Premises are
taken, Landlord will notify Tenant in writing, and Tenant will have the option
to cancel this Lease, by giving Landlord written notice within twenty (20) days
after receipt of such notice from Landlord; provided Tenant cannot suitably use
the balance of the Premises for its purposes. If Tenant exercises said option,
then cancellation will be effective and the Rent will be apportioned to the date
when the possession is required. If Tenant is not entitled to cancel the Lease
or, if it is entitled to do so, but does not exercise its option, as of the date
when possession is required, the Rent will be reduced in the proportion that the
Net Rentable Area contained in the remaining Premises bears to the Net Rentable
Area contained in the Premises before the taking. Any award of proceeds
resulting from a condemnation or sale in lieu thereof of the whole or part of
the Premises will belong solely to Landlord and Tenant hereby waives any right
to make any claim therefor as the result of this Lease. Provided, however, that
Landlord is not entitled to any award specifically made to Tenant for relocation
expenses and the taking of Tenant's fixtures, furniture or leasehold
improvements (exclusive of that portion paid for by Landlord), less depreciation
computed from the date of said improvements to the expiration of the original
term of this Lease.

                                   ARTICLE IX.
                     LIABILITY; INDEMNIFICATION; INSURANCE
                     -------------------------------------

     9.1     Waiver of Claims.  To the extent permitted by law, Landlord will
             ----------------
not be liable for, and Tenant releases Landlord and Landlord's Agents from, and
waives all claims for damage to person or property Tenant or any occupant of the
Building or Premises sustains resulting from: (a) any part of the Building or
Premises or any equipment or appurtenances becoming out of repair, or (b) any
accident in or about the Building, or (c) directly or indirectly any act or
neglect of Tenant, Tenant's Agents, any occupant of the Building or of any other
person, including Landlord and Landlord's Agents. Subject to the foregoing
sentence and subject to Section 6.5, in any event, the liability of Landlord and
                        -----------
Landlord's Agents for any injury, loss or damage to any person or property on or
about the Premises, will be limited to those directly and solely caused by the
gross negligence or willful misconduct of Landlord or Landlord's Agents.

     9.2     Indemnification.  Tenant indemnifies Landlord and Landlord's Agents
             ---------------
from any loss, cost or expense: (a) due to injury to or destruction of life or
property directly or indirectly arising out of Tenant's use and occupancy of the
Building, or (b) due to damage to or destruction of the Building structure, or
any part thereof, or of any abutting real property caused by or attributable to
the act, omission or negligence of Tenant or Tenant's Agents, or (c) caused by
or attributable to Tenant's failure to perform its obligations under this Lease.
If Tenant fails to employ counsel reasonably satisfactory to Landlord, Landlord
may, at its option, retain its own counsel at the expense of Tenant, to
prosecute, negotiate and defend any such claim, action or cause of action.
Landlord has the right to compromise or settle any such claim, action or cause
of action without admitting liability and without Tenant's consent, provided
that Landlord will have no such right if Tenant can prove to Landlord's
reasonable satisfaction that Tenant has insurance coverage and a net worth equal
to or greater than the amount in controversy or potential liability in question.
Tenant shall pay any indebtedness arising under said indemnity to Landlord
together with interest thereon at the Default Rate, from the date such
indebtedness arises until paid. Tenant's indemnity of Landlord and Landlord's
Agents survives termination of this Lease.

     9.3     Insurance Requirements:
             ----------------------

     (a)     Tenant will provide and maintain a Commercial General Liability
             Policy of insurance (occurrence form) with respect to the Premises
             with a minimum per occurrence coverage limit of One Million and
             No/100 Dollars ($1,000,000.00), with a minimum General Aggregate of
             Two Million and No/100 Dollars ($2,000,000.00), including bodily
             injury, property damage, personal and advertising injury, and
             products and completed

                                       17

<PAGE>

             operations (when and where applicable), and with deductible or
             self-insured retention, if any, not to exceed Five Thousand and
             No/100 Dollars ($5,000.00) per occurrence without Landlord's
             approval. Such policies shall name Landlord, Landlord's managing
             agent, and any designee of Landlord as additional insureds. Such
             policies will protect Landlord, Landlord's Agents, and any designee
             of Landlord against any liability which arises from any occurrence
             on or about the Premises or which results in any Claims. The
             coverage of such policy will extend beyond the Premises to portions
             of the Common Area which Tenant or Tenant's Agents use from time to
             time for promotional or other exclusive uses.

     (b)     If it becomes customary for a significant number of tenants of
             office buildings of similar size in the area in which the Building
             is located to be required to provide liability insurance policies
             with limits higher than the foregoing limits, within thirty (30)
             days after Landlord's request therefor Tenant will provide Landlord
             with an insurance policy whose limits are not less than the then
             customary limits.

     (c)     Tenant shall provide and maintain at Tenant's own expense "All
             Risk" property coverage (including coverage against wind, tornado,
             hurricane, vandalism, malicious mischief, water damage and
             sprinkler leakage) covering all Improvements to the Premises. In
             addition to the noted Improvements to the Premises, coverage will
             include stock in trade, fixtures, furniture, furnishings, removable
             floor covering, equipment, signs and all other decorations and
             personality in the Premises for one hundred (100%) of their total
             replacement cost.

     (d)     Tenant will also carry adequate worker's compensation insurance (or
             such equivalent allowed by law) in no less than statutorily
             required amounts, covering its employees in the Premises containing
             a waiver of subrogation in favor of Landlord, Landlord's Agents and
             any designee of Landlord, and Tenant hereby indemnifies, agrees to
             hold harmless, and at Landlord's option defend, Landlord,
             Landlord's Agents and any designee of Landlord from and against all
             claims arising out of any loss suffered by any of Tenant's Agents
             at the Building which would have been or is covered by an
             appropriate worker's compensation insurance policy.

     (e)     Landlord will carry property insurance on the Building for the full
             replacement costs and any successor or assign of Landlord will
             carry property insurance on the Building that, at a minimum, meets
             the requirements of at least eighty percent (80%) of the
             replacement costs, per co-insurance requirements.

     9.4     General Provisions with Respect to Tenant's Insurance:
             -----------------------------------------------------

     (a)     On or before Tenant or Tenant's Agents enter the Premises for any
             reason, and again before any insurance policy expires, Tenant will
             deliver to Landlord an original certificate of insurance. Any
             insurance required to be carried under this Lease may be carried
             under a blanket policy covering the Premises and other locations of
             Tenant.

     (b)     All insurance policies required to be carried under this Lease by
             or on behalf of Tenant will provide (and any certificate evidencing
             the existence of any insurance policies, will certify) that unless
             Landlord is given ten (10) days' written notice: (i) the insurance
             will not be canceled, and (ii) no material change may be made in
             the insurance policies.

     (c)     If Tenant fails to comply with any of the Insurance Requirements
             stated in this Lease, Landlord may obtain such insurance and keep
             the same in effect and Tenant shall pay to Landlord the premium
             cost thereof upon demand.

     (d)     All policies of insurance required to be carried by the Tenant
             under this Lease shall (i) be written with a solvent insurance
             company, duly licensed in the State of Texas, and

                                       18

<PAGE>

             having a "General Policyholders Rating" of at least A, VII, as set
             forth in the most current issue of "Best's Insurance Guide", and
             (ii) contain a provision stating that the insurance maintained by
             the Tenant hereunder shall be primary and non-contributing with
             other insurance available to, or carried by the Landlord. Tenant's
             insurance shall provide primary coverage to Landlord when any
             policy issued to Landlord provides duplicate or similar coverage,
             and in such circumstances Landlord's policy will simply be excess
             over Tenant's policy.

     9.5     Waiver of Subrogation.  Each party hereby waives every right or
             ---------------------
cause of action for the events which occur or accrue during the Lease Term for
any and all loss of, or damage to, any of its property (whether or not such loss
or damage is caused by the fault or negligence of the other party or anyone for
whom said other party may be responsible), which loss or damage is covered by
valid and collectible fire, extended coverage, "All Risk" or similar policies
covering real property, personal property or business interruption insurance
policies, to the extent that such loss or damage is recovered under said
insurance policies. Said waivers are in addition to, and not in limitation or
derogation of, any other waiver or release contained in this Lease with respect
to any loss or damage to property of the parties hereto. Each party will give
its insurance carrier written notice of the terms of such mutual waiver, and the
insurance policies will be properly endorsed, if necessary, to prevent the
invalidation of coverage by reason of said waiver.

                                   ARTICLE X.
                             ACCESS TO THE PREMISES
                             ----------------------

     10.1    Access to the Premises.  Upon prior notice as is reasonable under
             ----------------------
the circumstances, Landlord and Landlord's Agents have the right to enter the
Premises at all reasonable times to examine the same and to show them to
prospective purchasers, mortgagees, lessees or tenants of Landlord (provided
however Landlord and Landlord's agents may show the Premises to such lessees or
tenants during the last twelve (12) months of the Lease Term only), or to public
officials lawfully having an interest therein, or to make such decorations,
repairs, alterations, improvements or additions as Landlord may reasonably deem
necessary or desirable or to close entrances, doors, corridors, elevators or
other facilities. Landlord, Tenant and all other tenants in the Building have a
revocable license to use all common public areas of the Building, provided that
(a) Landlord has the right to regulate and control such access and the days and
hours of access, and (b) if the amount of such areas is diminished, neither
Landlord nor Landlord's Agents shall be subject to any liability nor shall
Tenant be entitled to any compensation or abatement of Rent, nor will such
diminution of such areas be constructive or actual eviction, provided however,
Landlord shall always maintain reasonable access to the Premises, subject to
emergency situations and circumstances beyond Landlord's control. Landlord shall
use reasonable efforts to minimize interference with Tenant's business by reason
of Landlord or Landlord's agents entry upon the Premises. To the extent
Landlord, pursuant to this Section 10.1, excludes Tenant from all or a portion
                           ------------
of the Premises or Tenant's ability to conduct business from all or such portion
of the Premises is materially affected during normal business hours for a period
in excess of one (1) business day (every six (6) months) except in emergency
situations and circumstances beyond Landlord's control, there will be an
abatement of Base Rent in proportion to the number of square feet of Net
Rentable Area in the Premises so affected. Notwithstanding the foregoing, this
Section 10.1 is not intended to and does not supercede Section 8.1 of this
------------                                           -----------
Lease.

                                   ARTICLE XI.
                     FAILURE TO PERFORM, DEFAULTS, REMEDIES
                     --------------------------------------

     11.1    Defaults.
             --------

     (a)     Each of the following is a "Default" (herein so called) by Tenant
             under this Lease:

             (i)     Tenant fails to pay any installment of Rent or other amount
                     due hereunder and such failure continues for a period of
                     five (5) days after written notice to Tenant.

                                       19

<PAGE>

                     If two (2) such failures occur in any calendar year, Tenant
                     is not entitled to any notice of any subsequent failure,
                     and any such subsequent failure to pay when due is an
                     immediate Default without notice if such failure continues
                     after the passage of five (5) days from the date when due.

             (ii)    Tenant fails to comply with any provision of this Lease
                     (including the Rules and Regulations), other than the
                     payment of Rent, and does not cure such failure within
                     fifteen (15) days after written notice to Tenant within
                     fifteen (15) after written notice to Tenant, provided
                     however, if Tenant is in the process of curing a failure
                     which cannot be cured within fifteen (15) days, Tenant
                     shall be entitled to a reasonable time to complete the
                     curing of such failure.

             (iii)   The filing or execution or occurrence of: a petition in
                     bankruptcy or other insolvency proceeding by or against
                     Tenant or any guarantor of Tenant's obligations; an
                     assignment for the benefit of creditors; a petition or
                     other proceeding by or against Tenant or any guarantor of
                     Tenant's obligations for the appointment of a trustee,
                     receiver or liquidator of Tenant or any guarantor of
                     Tenant's obligations or any of Tenant's or such guarantor's
                     property; or a proceeding by any governmental authority for
                     the dissolution or liquidation of Tenant or any guarantor
                     of Tenant's obligations.

             (iv)    Tenant abandons or vacates any substantial portion of the
                     Premises and fails to pay any portion of Rent in accordance
                     with Section 11.1(a)(i).
                          ------------------

             (v)     Tenant defaults under any other lease with Landlord, now
                     existing or hereafter entered into.

     (b)     If a Default occurs, Landlord may give to Tenant a notice of
             intention to terminate Tenant's right to possession of the Premises
             at the expiration of five (5) days from the date of service of the
             notice. At the expiration of the five (5) days, Tenant's right to
             possession of the Premises will expire and all of the right title
             and interest of Tenant to possession of the Premises will end.
             Tenant's liability under all of the provisions of this Lease will
             continue notwithstanding any expiration and surrender, and
             notwithstanding any re-entry, repossession or dispossession under
             the terms of this Lease. Further, Tenant shall pay any legal fees
             and costs and expenses incurred by Landlord as a result of Tenant's
             Default to Landlord upon demand.

     11.2    Remedies.  Without any notice or demand except as elsewhere
             --------
provided in this Lease (Tenant hereby waiving notice to quit) if a Default
occurs, Landlord has the option to pursue any one or more of the following
remedies, together with any other remedies available to Landlord at law or in
equity:

     (a)     Change the locks of the Premises without Tenant's consent. Landlord
             will post a notice on the door of the Premises informing Tenant
             where a new key may be obtained. However, Landlord is under no
             obligation to furnish Tenant with a new key for the Premises unless
             and until Tenant has cured the Default. Tenant waives any and all
             duties and/or liabilities imposed upon Landlord by Section 93.002
             of the Texas Property Code.

     (b)     Upon written notice to Tenant, terminate Tenant's right to
             possession of the Premises, in which event Tenant will immediately
             surrender the Premises to Landlord, and if Tenant fails to do so,
             Landlord may, without prejudice to any other remedy for possession
             or arrearages in Rent, enter upon and take possession and expel or
             remove Tenant and any other person who may be occupying any portion
             of the Premises, by legal force if necessary, without being liable
             for prosecution or any claim of damages therefor. Tenant shall pay
             to Landlord on demand all of Landlord's damages due to such
             termination, and Tenant shall immediately become liable to Landlord
             for the

                                       20

<PAGE>

             amount by which the Rent and all other charges that would be
             payable by Tenant during the unexpired balance of the Lease Term
             exceeds the fair market value as of the time of the Default of the
             Premises for such balance of the Lease Term, both discounted at the
             rate of ten percent (10%) per annum to the then present value, plus
             the cost of recovering, reasonable remodeling and reletting the
             Premises and all unpaid Rent through the date of such termination.

     (c)     Upon written notice to Tenant, enter upon and take possession of
             the Premises and expel or remove Tenant and any other person who
             may be occupying any portion of the Premises, by legal force if
             necessary, without being liable for prosecution or any claim for
             damages therefor. Landlord is under no obligation to, but may relet
             the Premises and receive the rent therefor under terms and
             conditions acceptable to Landlord in its sole discretion and
             judgment. Tenant shall pay to Landlord within ten (10) days after
             written notice by Landlord, as liquidated damages, sums equivalent
             to the monthly Rent reserved hereunder less the avails of
             reletting, if any. Tenant shall also pay within ten (10) days after
             written notice, any additional amounts expended or incurred by
             Landlord including but not limited to reasonable amounts expended
             in renovating, repairing and altering the Premises for a new
             tenant, including leasing commissions and inducements reasonably
             necessary to relet the Premises. Notwithstanding any reletting
             hereunder, Landlord has the right, at its option, to terminate the
             Lease.

     (d)     Enter upon the Premises, by legal force if necessary, without being
             liable for prosecution or any claim for damages therefor, and do
             whatever Tenant is obligated to do under the terms of this Lease;
             and Tenant shall reimburse Landlord, on demand, as Additional Rent,
             for any expenses Landlord incurs. Neither Landlord nor Landlord's
             Agents will be liable for any damages to Tenant or Tenant's Agents
             due to such action, whether caused by the negligence of Landlord or
             Landlord's Agents or otherwise.

     (e)     Cure the Default at the expense of Tenant, and Tenant shall
             reimburse Landlord for any amount expended by Landlord in
             connection with the cure, plus interest at the Default Rate.

     After prior written notice to Tenant providing for a reasonable time for
Tenant to remove such property, Landlord may remove and store in any warehouse,
at Tenant's cost, or, in Landlord's sole discretion, Landlord may deem abandoned
by Tenant and dispose of accordingly any property belonging to Tenant, or
otherwise found upon the Premises at the time of re-entry, termination of this
Lease or termination of Tenant's right to the Premises. Pursuit of any of the
foregoing remedies is not a forfeiture or waiver of any Rent due to Landlord
hereunder or of any damages accruing to Landlord by reason of the violation of
any of the provisions herein contained. Tenant shall pay all Rent and Additional
Rent to Landlord without any set-off or counterclaim except as otherwise
provided in this Lease.

     The foregoing rights and remedies are cumulative and in addition to any
other rights granted to Landlord by law, and the exercise of any of them is not
an election excluding the exercise by Landlord at any time of a different or
inconsistent remedy. The failure of Landlord at any time to exercise any right
or remedy is not a waiver of its right to exercise such right or remedy at any
other future time. FURTHER, TENANT WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY
ACTION CONCERNING THIS LEASE.

     11.3    Deficiency.  If Tenant's right to possession of the Premises is
             ----------
terminated under Subsection 11.1(b), Tenant will remain liable (in addition to
                 ------------------
accrued liabilities) to the extent legally permissible for the Rent as defined
in Section 4.5 and all other charges Tenant would have been required to pay
   -----------
until the date this Lease would have expired had such cancellation not occurred.
Landlord has the right, at its option, to recover sums due hereunder through
litigation or otherwise from time to time on one or more occasions without being
obligated to wait until the expiration of the Lease Term before filing suit. If
Landlord elects to terminate this Lease, it may treat the Default as an entire
breach of this Lease and Tenant immediately shall become liable to Landlord for
damages for the entire breach in an amount equal to the amount by which (i) the
Rent ( including any increase and estimated increase in Operating

                                       21

<PAGE>

Expenses which would be payable by Tenant during the unexpired balance of the
Lease Term and all other payments due for the balance of the Lease Term) is in
excess of (ii) the fair market rental value of the Premises for the balance of
the Lease Term as of the time of Default, both discounted at the rate of ten
percent (10%) per annum to the then present value, plus the cost of recovering,
reasonable remodeling and reletting the Premises, and all unpaid Rent due
through the date of such termination. Tenant shall pay all attorney's fees,
costs and expenses incurred by Landlord under this Section 11.3.
                                                   ------------

     11.4    Breach by Tenant.  IN THE EVENT OF ANY BREACH OR THREATENED BREACH
             ----------------
BY TENANT OR TENANT'S AGENTS OF ANY COVENANTS, AGREEMENTS, TERMS OR CONDITIONS
IN THIS LEASE, LANDLORD IS ENTITLED TO ENJOIN SUCH BREACH OR THREATENED BREACH
AND, IN ADDITION TO THE RIGHTS AND REMEDIES PROVIDED HEREUNDER, WILL HAVE ANY
OTHER RIGHT OR REMEDY ALLOWED AT LAW OR EQUITY, BY STATUTE OR OTHERWISE. THE
PROVISIONS OF THIS ARTICLE WILL BE CONSTRUED CONSISTENT WITH TEXAS LAW, SO THAT
REMEDIES OF LANDLORD HEREIN DESCRIBED ARE AVAILABLE TO LANDLORD TO THE FULL
EXTENT BUT ONLY TO THE EXTENT THAT THEY ARE NOT INVALID OR UNENFORCEABLE UNDER
TEXAS LAW.

     11.5    Payments.  Except as elsewhere provided herein, all amounts Tenant
             --------
owes to Landlord are due within five (5) days from the date that Landlord
renders a statement therefor. If any payment of Base Rent or any other sum due
from Tenant to Landlord under this Lease is not received within five (5) days of
when due, Tenant shall pay to Landlord on demand a late charge of One Hundred
and No/100 Dollars ($100.00) plus Ten and No/100 Dollars ($10.00) for each day
elapsing thereafter prior to Landlord's receipt of such payment up to a total of
ten (10) days to cover Landlord's cost for administration fees and expenses
incurred in conjunction with the collection of late payments. All amounts
(including Rent) not paid when due will bear interest from the date originally
due until the date fully paid at the lesser of (i) fifteen percent (15%) per
annum or (ii) the highest lawful rate (the "Default Rate Time is of the essence
in Tenant's payment of Rent and Tenant's performance of every provision of this
Lease.

                                  ARTICLE XII.
       QUIET ENJOYMENT; RESERVATIONS BY LANDLORD; NO CONSTRUCTIVE EVICTION
       -------------------------------------------------------------------

     12.1    Quiet Enjoyment.  So long as Tenant is not in Default, Tenant will
             ---------------
have peaceful and quiet possession of the Premises against all parties claiming
adversely thereto.

     12.2    Reservations by Landlord.  Subject to the other provisions of this
             ------------------------
Lease and, in addition to other rights conferred by this Lease or by law,
Landlord reserves the right, to be exercised in Landlord's sole reasonable
discretion, to: (a) change the name of the Building; (b) change entrances and
exits to the Building and to the parking lot adjacent to the Building; (c)
install and maintain a sign or signs on the exterior or interior of the
Building; (d) change the street address of the Building; (e) designate all
reasonable sources furnishing signs, sign painting and lettering; (f) take all
measures as may be necessary or desirable for the safety and protection of the
Premises or of the Building; (g) sell or mortgage the Building and assign this
Lease in connection therewith; (h) have pass keys to the Premises; (i) repair,
alter, add to, improve, build additional stories on, or build adjacent to the
Building; (j) run necessary pipes, conduits and ducts through the ceiling of the
Premises; (k) carry on any work, repairs, alterations or improvements in, on or
about the Building or in the vicinity thereof and, during the continuance of any
such work, to temporarily close doors, entryways, public space and corridors in
the Building; (l) interrupt or temporarily suspend Building services and
facilities during times other than normal business hours, except in the case of
an emergency or in circumstances beyond Landlord's control (in which cases
Landlord may interrupt or temporarily suspend such services and facilities
during normal business hours); (m) as directed by a government entity, change
the arrangement and location of entrances or passageways, doors and doorways,
corridors, elevators, stairs, toilets, or other public parts of the Building;
and (n) grant to anyone the exclusive right to conduct any business or render
any service in or to the Building, provided such exclusive right shall not
operate to exclude Tenant from the use expressly permitted herein. Subject to
the other provisions of this Lease, Tenant hereby waives any claim to damage or
inconvenience caused by such work. This

                                       22

<PAGE>

paragraph is not to be construed to diminish the obligations of Tenant provided
herein, nor to create or increase any obligation on the part of Landlord with
respect to repairs or improvements. Subject to the other provisions of this
Lease, neither Landlord nor Landlord's Agents will be liable to Tenant or
Tenant's Agents for any inconvenience, interference, annoyance, loss or damage
resulting from work done in or upon the Premises or any portion of the Building
or adjacent grounds.

     12.3    No Constructive Eviction.  No act or failure to act by Landlord or
             ------------------------
Landlord's Agents during the Lease Term to enforce the terms of this Lease, or
the Rules and Regulations, will constitute an eviction or acceptance of
surrender of the Premises. No agreement to accept surrender of the Premises is
valid unless in writing signed by Landlord, and no employee of Landlord or
Landlord's Agents has any power to accept such surrender prior to the
termination of the Lease. Tenant's delivery of keys to any employee of Landlord
or Landlord's Agents is not a termination of the Lease or a surrender of the
Premises.

                                  ARTICLE XIII.
                             RULES AND REGULATIONS
                             ---------------------

     13.1    Rules and Regulations.  Tenant must observe and abide by them and
             ---------------------
by such other and further reasonable Rules and Regulations as Landlord may
prescribe which, in its judgment, are needed for the reputation, safety, care or
cleanliness of the Building or Premises, or the operations and maintenance
thereof and the equipment therein, or for the comfort of Tenant and the other
tenants of the Building provided that Landlord shall not make a rule or
regulation that unreasonably interferes with Tenant's rights under this Lease.
Landlord has the right to change or waive (with respect to any tenant) any of
the Rules and Regulations. Tenant's continued breach of any of the Rules and
Regulations after prior written notice that such breach and failure to cure such
breach within fifteen (15) days after notice thereof may, at Landlord's option,
constitute a Default hereunder. Neither Landlord nor Landlord's Agents is liable
to Tenant or Tenant's Agents for failure to enforce or for violation of any of
the Rules and Regulations or the breach of any provision in any lease by any
other tenant in the Building.

                                  ARTICLE XIV.
                                 COMMUNICATIONS
                                 --------------

     14.1    Communications:  No notice, request, consent, approval, waiver or
             --------------
other communication under this Lease is effective unless the same is in writing
and is hand delivered, sent via nationally recognized overnight courier or
mailed by registered or certified mail, postage prepaid, return receipt
requested or sent via facsimile (with electronic or telephonic verification of
receipt and copy by regular mail, certified mail or overnight courier) addressed
as follows:

     (a)     If intended for Landlord, a communication is effective if mailed to
             the address designated as Landlord's Notice Address in Section 14.2
                                                                    ------------
             or to such other address as Landlord designates by giving notice to
             Tenant (or sent via facsimile to the facsimile number with
             verification as provided above), with a copy to the address
             designated as Landlord's Notice Copy Address in Section 14.2 (or
                                                             ------------
             sent via facsimile to the facsimile number with verification as
             provided above), or to such other person or party as Landlord shall
             designate by notice to Tenant.

     (b)     If intended for Tenant, a communication is effective if mailed to
             the address designated as Tenant's Notice Address in Section 14.2
                                                                  ------------
             or to such other address as Tenant designates by notice to Landlord
             (or sent via facsimile to the facsimile number with verification as
             provided above) with a copy to the address designated as Tenant's
             Notice Copy Address in Section 14.2 (or sent via facsimile to the
                                    ------------
             facsimile number with verification as provided above), or to such
             other person or party as Tenant designates by notice to Landlord.
             Notice may be given to Tenant by Landlord or Landlord's attorney
             acting as Landlord's authorized agent.

                                       23

<PAGE>

     Any notice given by certified mail is effective when the return receipt is
signed or refusal to accept the notice is noted thereon. Any notice given by
overnight courier or hand delivery is effective upon receipt or refusal to
accept. Any notice given by facsimile is effective upon electronic or telephonic
verification so long as a copy is also sent via regular mail, certified mail or
overnight courier.

     14.2.   Notice Addresses:
             ----------------

     (a)     Landlord's Notice Address:
             -------------------------

             PFP Search Plaza, Inc.
             c/o Institutional Property Managers, Inc.
             Attn:  Daniel L. Plumlee, President
             8750 North Central Expressway
             Suite 800
             Dallas, Texas 75231-6437
             facsimile: (214) 989-0600
             telephone: (214) 989-0800

     (b)     Landlord's Notice Copy Address:
             ------------------------------

             PFP Search Plaza, Inc.
             c/o Institutional Property Managers, Inc.
             Attn:  Property Manager
             10670 N. Central Expressway
             Suite 160
             Dallas, Texas 75231
             facsimile: (214) 265-0998
             telephone: (214) 265-0332

     (c)     Tenant's Notice Address:
             -----------------------

             Diversified Corporate Resources, Inc.
             10670 N. Central Expressway, Suite 600
             Dallas, Texas 75231
             facsimile: ____________________
             telephone: ____________________

     (d)     Tenant's Notice Copy Address:
             ----------------------------

             Jerry Ormond, Esq., Counsel
             Diversified Corporate Resources, Inc.
             10679 N. Central Expressway, Suite 600
             Dallas, Texas 75231
             facsimile: _____________________
             telephone: _____________________


                                   ARTICLE XV.
                            MISCELLANEOUS PROVISIONS
                            ------------------------

     15.1    Tenant Estoppel Certificates.  Tenant agrees, at any time and from
             ----------------------------
time to time, upon not less than ten (10) days prior written notice by Landlord,
to execute, acknowledge and deliver to Landlord a written statement containing
all information requested by Landlord with respect to this Lease, including but
not limited to (a) certification that this Lease is in full force and effect and
has not been cancelled, assigned (nor have the Premises been sublet), extended,
modified or amended (or if there have been assignments, subleases, extensions,
modifications or amendments, that the Lease is in full

                                       24

<PAGE>

force and effect as modified and stating the assignments, subleases, extensions,
modifications or amendments), (b) a statement that, except for the Lease, there
are no other agreements, written or oral, affecting or relating to Tenant's
lease of the Premises or other space in the Building, (c) a statement of the
amount of monthly rent plus rent bumps, any estimated payments of additional
rent and any parking charges, (d) a statement regarding the dates to which
Tenant has paid the rent and other charges hereunder and the amount of any
prepaid rent, (e) a statement of the amount of the Security Deposit, if any, (f)
a statement of the date that Tenant took possession of the Premises and the date
that the Lease terminates, (g) a statement of any renewal options, expansion
rights or options to purchase to which Tenant is entitled, and whether and when
same have been exercised, (h) a statement that all work to be performed for
Tenant under the Lease has been performed as required under the Lease and has
been accepted by Tenant (or if any has not been performed or accepted detailing
same), and all allowances to be paid to Tenant, including allowances for tenant
improvements, moving expenses or other items, have been paid, (i) a statement of
the base year or base amount, as applicable for Real Estate Taxes and Operating
Costs, (j) a statement that Tenant is not insolvent or bankrupt and is not
seeking relief under any insolvency or bankruptcy statutes, (k) a statement of
the address to which notices to Tenant should be sent, and (l) such other
matters as Landlord shall reasonably request. Any such statement delivered
pursuant hereto may be relied upon by any owner of the Building, any prospective
purchaser of the Building, and any present or prospective mortgage, deed of
trust holder or trustee for bond holders with respect to the Building or of
Landlord's interest. Tenant may request an estoppel from Landlord regarding (to
Landlord's best knowledge) the foregoing and Tenant's compliance with the terms
of this Lease.

     15.2    Brokerage Fees.  Except as listed below, Tenant represents to
             --------------
Landlord that Tenant has not incurred any liability for commissions or similar
compensation to third parties in connection with this Lease, and, except for
commissions due Brokers (defined below), Tenant indemnifies Landlord against any
liability arising from any claims for such compensation, including costs and
reasonable attorney's fees if arising by, through or under the acts of Tenant.
Notwithstanding the foregoing and in addition to the foregoing, Tenant will
specifically indemnify Landlord against any such liability, costs and fees
arising from a claim for compensation by The Staubach Company. "Brokers" means
Transwestern Commercial Services and J&P Realty Services, Inc. Landlord shall
defend and indemnify Tenant from and against any claims, demands and actions
brought by the Brokers to recover a brokerage commission related to this Lease
or from any other brokers (excluding The Staubach Company, which Tenant will be
solely responsible for), if arising by, through or under the acts of Landlord.

     15.3    Attorney's and Professional's Fees.  Tenant shall reimburse
             ----------------------------------
Landlord upon demand for reasonable attorney's fees incurred by Landlord related
to Tenant's Default, late payments or incurred due to Tenant's action or
inaction or failure to perform under this Lease. In the event of litigation
concerning this Lease, the prevailing party is entitled to reimbursement of its
costs respecting such suit, or settlement thereof, including reasonable
attorney's fees and fees of consultants, auditors, appraisers and other similar
professionals.

     15.4    Liability of Landlord.  To the extent permitted by law, neither
             ---------------------
Landlord, Landlord's Agents, nor any member of any joint venture, partnership,
tenancy-in-common, pension fund, association or other form of joint ownership
that forms Landlord has any personal liability under this Lease. Tenant will
look solely to the equity of Landlord in the Building (or if Landlord's interest
is a leasehold interest to such leasehold interest) at the time of any breach or
default for the satisfaction of its remedies.

     15.5    Tenant's Authority.  Tenant agrees that if Tenant is a corporation
             ------------------
(including any form of professional association or corporation), limited
liability company or partnership (general, limited or limited liability): (i)
the individual executing this Lease is duly authorized to execute and deliver
this Lease on behalf of Tenant in accordance with Tenant's organizational
documents; (ii) this Lease is binding upon Tenant; (iii) Tenant is duly
organized and legally existing in the state of its organization and is qualified
to do business in the state in which the Building is located; and (iv) upon
Landlord's request Tenant will provide Landlord satisfactory evidence of such
authority.

                                       25

<PAGE>

     15.6    Parking.  Tenant's parking rights are set forth in Exhibit "E"
             -------                                            -----------
hereto attached.

     15.7    Landlord Approval.  Landlord's approval when required under the
             -----------------
Lease is non-technical and non-legal in nature, and Tenant remains responsible
for all technical and legal aspects of any item requiring Landlord's approval.

     15.8    Unenforceability/Joint and Several Liability.  The invalidity or
             --------------------------------------------
unenforceability of any provision hereof will not affect or impair any other
provision. If Tenant consists of more than one person or entity, the obligations
of each are joint and several.

     15.9    Headings, Miscellaneous.  The headings of the several articles,
             -----------------------
paragraphs and sections contained herein are for convenience only and do not
define, limit or construe the contents of such articles, paragraphs and
sections. All negotiations, considerations, representations and understandings
between the parties are incorporated herein and are superseded hereby. There are
no terms, obligations, covenants, statements, representations, warranties or
conditions relating to the subject matters hereof other than those specifically
contained herein. This Lease may not be amended or modified by any act or
conduct of the parties or by oral agreements unless reduced and agreed to in
writing signed by both Landlord and Tenant. No waiver of any of the terms of
this Lease is binding upon Landlord unless reduced to writing and signed by
Landlord.

     15.10   Force Majeure.  If Landlord or Tenant is prevented or delayed in
             -------------
the performance of any of its covenants or obligations hereunder by
circumstances beyond its control (including, but not limited to governmental
regulations or prohibitions) such delay or nonperformance will not be a default
hereunder and will be deemed waived and accepted by the other party, except for
all monetary obligations of Tenant under this Lease (which shall not be deemed
waived and accepted).

     15.11   Entire Agreement.  This Lease, the exhibits and any addendum
             ----------------
attached hereto set forth the entire agreement between Landlord and Tenant, and
there are no other oral or written agreements between them. All prior oral or
written agreements are merged herein and superseded by this Lease.

     15.12   Governing Law.  THIS LEASE IS GOVERNED BY THE LAWS OF THE STATE OF
             -------------
TEXAS.

     15.13   Recordation of Lease.  Tenant may not record this Lease without
             --------------------
Landlord's prior written consent.

     15.14   Not Binding Lease.  The submission of this Lease to Tenant is not
             -----------------
an offer. This instrument is not effective as a Lease or otherwise unless and
until executed by and distributed to both Landlord and Tenant.

     15.16   Successors and Assigns.  This Lease is binding upon and inure to
             ----------------------
the respective parties herein, their heirs, executors, administrators,
successors and permitted assigns whomever.

     15.17   Non-Waiver.  Neither Landlord's failure to enforce or require
             ----------
strict performance of any provision of this Lease or any of the Rules and
Regulations, nor Landlord's acceptance of Rent with knowledge of a breach is a
waiver of such breach or any future breach.

     15.18   Counterparts.  This Lease may be executed in counterparts, each of
             ------------
which shall be deemed an original, and all of which taken together shall
constitute one and the same Lease.

     15.19   Survival of Tenant Obligations.  Tenant's obligations hereunder
             ------------------------------
with respect to (i) any indemnification, (ii) any monetary obligation
(including, but not limited to the payment of Rent), or (iii) any breach by
Tenant which occurred prior to the expiration or earlier termination of this
Lease will survive the expiration or earlier termination of this Lease.
Notwithstanding anything herein

                                       26

<PAGE>

to the contrary, in the event of a holding over pursuant to Section 3.2, all
                                                            -----------
obligations of Tenant will remain in effect until the cancellation of such
holding over period, at which time the terms of the preceding sentence will
control.

     15.20   Authority.  Landlord represents, covenants and warrants that it has
             ---------
lawful title to the Building and has full right, power and authority to enter
into this Lease. Both Landlord and Tenant represent, covenant and warrant that
the parties executing this Lease have the power to bind Landlord or Tenant, as
appropriate, to the provisions hereof.

                                  ARTICLE XVI.
                                 RIGHT TO RENEW
                                 --------------

     16.1    Renewal Option.
             --------------

     (a)     Tenant has the option (the "Renewal Option") to extend the Lease
             Term for one (1) additional term (the "Option Term") of five (5)
             years beyond the Lease Term upon the same terms as the Lease
             (except that there will be no further privilege of extension and
             Base Rental shall be as set forth in Paragraph (b) below) provided:

             (i)     Tenant notifies Landlord in writing of its election to
                     exercise each such right at least twelve (12) months prior
                     to the expiration of the Lease Term;

             (ii)    At the time of the exercise of such right, there is no
                     existing Default of which Landlord has given notice and
                     which Tenant has not remedied within the time limits in the
                     Lease;

             (iii)   That the Lease has not terminated prior to the Option Term;
                     and

             (iv)    That if Tenant (as distinguished from a subtenant or
                     assignee of the Lease other than one pursuant to a
                     Permitted Assignment) is no longer in possession of the
                     Premises, then this option is void.

     (b)     The annual Base Rent during the Option Term shall be the "Fair
             Market Value Rent". As used in this Lease the term "Fair Market
             Value Rent" shall mean the rate (at the time of each Option Term)
             then being charged in other comparable buildings in Dallas, Texas,
             and in the Building to new (non-renewing) tenants for space
             comparable to the space for which the Fair Market Value Rent is
             being determined, taking into consideration all relevant factors,
             including, but not limited to, the following:

             (i)     the use, size, location and floor levels within the
                     applicable building;

             (ii)    the term or length of the lease under consideration;

             (iii)   the extent of service provided or to be provided (including
                     overtime cooling and heating, plus hourly charges
                     therefore);

             (iv)    the inclusion of electric charges in the rental rate;

             (v)     the base or dollar amount (including operating costs, real
                     estate taxes, and/or porters' wage) for escalation
                     purposes;

             (vi)    the credit standing and financial stature of the tenant;

                                       27

<PAGE>

             (vii)   any other relevant term or condition in making such Fair
                     Market Value Rent determination;

             (viii)  leasehold improvements, existing or to be provided; and

             (ix)    free Rent or other concessions.

              Upon receipt of written notice by Tenant of its election to
              exercise a Renewal Option, Landlord shall have fifteen (15) days
              in which to provide Tenant with its determination of the Fair
              Market Value Rent. Tenant shall then have fifteen (15) days in
              which to notify Landlord in writing of its acceptance or rejection
              of such rate.In the event Tenant accepts such rate, Tenant will
              have twenty (20) days from receipt of a Renewal Amendment
              verifying such rate in which to execute and return the Renewal
              Amendment to Landlord. In the event Tenant rejects such rate,
              Tenant will provide Landlord with its opinion of the Fair Market
              Value Rent and the parties shall have up to thirty (30) days in
              which to negotiate on a diligent and good faith basis to reach an
              agreement on such rate. In the event the parties cannot agree
              within the thirty (30) day period, the Fair Market Value Rent
              shall be determined by appraisal in accordance with the provisions
              of Section 16.1 (c) below. In the event
                 ----------------
              the parties reach an agreement, such agreement will be binding and
              Tenant will execute a Renewal Amendment verifying such terms
              within twenty (20) days of receipt of said Renewal Amendment from
              Landlord.

     (c)     Any appraisal of value to be made under the provisions of this
             Section 16.1(c) shall be made as follows:
             ---------------

             (i)     on or before the date which is ten (10) days after the last
                     day of the 30 day negotiation period described in Section
                                                                       -------
                     16.1(b) above, each party shall, by notice to the other,
                     -------
                     appoint a disinterested person of recognized competence in
                     the field of appraisal as one of the appraisers, The
                     appraisers thus appointed shall appoint a third
                     disinterested person of recognized competence in such
                     field, and such three appraisers shall as promptly as
                     possible determine such value, provided, however, that:

                       (A)  if one but not both parties to the Lease shall have
                            appointed an appraiser as aforesaid, the appraiser
                            so appointed shall proceed to determine such value;
                            and

                       (B)  if both parties have appointed appraisers as
                            aforesaid but, within five (5) days after such
                            appointment, the two appraisers appointed by the
                            parties shall be unable to agree upon the
                            appointment of a third appraiser, they shall give
                            notice of such failure to agree to the parties, and,
                            if the parties fail to agree upon the selection of
                            such third appraiser within five (5) days after the
                            appraisers appointed by the parties gave notice, as
                            aforesaid, then within five (5) days thereafter
                            either of the parties upon notice to the other party
                            hereto may apply for such appointment to a court of
                            competent jurisdiction in Dallas, Texas, the
                            determination of which shall be binding upon the
                            parties

             (ii)    All appraisers, in addition to being persons of recognized
                     competence in the field of appraisal, shall be either real
                     estate brokers licensed by the State of Texas or MAI
                     appraisers.

                                       28

<PAGE>

             (iii)   Landlord and Tenant shall each be entitled to present
                     evidence and argument to the appraisers. The determination
                     of the majority of the appraisers or of the sole appraiser,
                     as the case may be, or, if there is no majority, the median
                     appraisal, shall be deemed the Fair Market Value Rent and
                     shall be conclusive upon the parties, and judgment upon the
                     same may be entered in any court having jurisdiction
                     thereof. The appraisers shall give notice to the parties
                     stating their determination within thirty (30) days
                     following the appointment of the last appraiser, and shall
                     furnish to each party a copy of such determination signed
                     by them

             (iv)    The expenses of such appraisal shall be borne equally by
                     Landlord and Tenant.

             (v)     In the event of the failure, refusal or inability of any
                     appraiser to act, a new appraiser shall be appointed in his
                     stead within ten (10) days, which appointment shall be made
                     in the same manner as hereinbefore provided for the
                     appointment of the appraiser so failing, refusing or unable
                     to act.

                                  ARTICLE XVII.
                             RIGHT OF FIRST REFUSAL
                             ----------------------

     17.1    Right of First Refusal.
             ----------------------

     Provided Tenant is not in default at the time such right is exercised,
     subject to the pre-existing rights of any other tenants as of the date of
     this Lease, and upon the terms and conditions hereinafter set forth, Tenant
     shall have a continuing right of first refusal (the "Expansion Right") to
     lease any available space on the fourth (4th) floor and remainder of the
     sixth (6/th/) floor of the Building (the "Expansion Space"). The term
     "available" shall mean that (i) another tenant's or person's current rights
     to occupancy of the Expansion Space have expired and (ii) upon such
     expiration, no other tenant or person has any rights to lease the Expansion
     Space. Landlord agrees that, from and after the date of this Lease, it
     shall not grant another tenant or person rights of first refusal to the
     Expansion Space that supercede those of Tenant. When Landlord receives a
     bonafide offer acceptable to Landlord to lease the all or any portion of
     the Expansion Space to a third party, Landlord shall deliver written notice
     (the "Refusal Right Notice") to Tenant setting forth the terms of such
     acceptable bonafide offer to lease the Expansion Space to a third party
     (the "Expansion Space Offer") and offering to lease the Expansion Space to
     Tenant upon the same terms as the Expansion Space Offer. Once Landlord has
     sent the Refusal Right Notice, if Tenant elects to exercise said Expansion
     Right in accordance with the terms of the Expansion Space Offer, Tenant
     shall do so by giving Landlord written notice of such election within five
     (5) business days after receiving the Refusal Right Notice. In the event
     Tenant rejects the Expansion Space Offer or fails to respond to the Refusal
     Right Notice within said five (5) business day period, Tenant shall be
     deemed to have waived its Expansion Right and Landlord may accept the
     third-party Expansion Space Offer. If Tenant leases the Expansion Space,
     the lease of the Expansion Space shall be upon the same terms and
     conditions as this Lease, as modified by the provisions of the Expansion
     Space Offer.

                                       29

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Lease to be
executed by their respective representatives thereunto duly authorized, as of
the date first above written.

                            LANDLORD:

                            PFP Search Plaza, Inc.,
                            a Texas corporation


                            By:  INSTITUTIONAL PROPERTY MANAGERS, INC.,
                                 a Delaware corporation, its managing agent

                                 By:   _________________________________________

                                 Name: _________________________________________

                                 Title: ________________________________________

                            TENANT:


                            Diversified Corporate Resources, Inc.,
                            a Texas corporation

                            By:  /s/
                                ------------------------------------------------

                            Name: J. Michael Moore
                                  ----------------------------------------------

                            Title:  C.E.O.
                                   ---------------------------------------------


                            Tenant's address prior to occupancy
                            12801 N. Central Expressway, Suite 350
                            Dallas, Texas 75243

                                       30

<PAGE>

                                   EXHIBIT "A"
                                   -----------

                             OUTLINE OF THE PREMISES
                             -----------------------

                                       1

<PAGE>

                                   EXHIBIT "B"
                                   -----------

                              RULES AND REGULATIONS
                              ---------------------

     Subject to the other provisions of the Lease, Landlord reserves the right
to: (a) rescind any of these Rules and Regulations, and (b) make such other
Rules and Regulations as in its reasonable judgment are necessary for the
operation of the Building, and Tenant will be bound by all future Rules and
Regulations upon receipt of written notice thereof.

     1.      Tenant may not: (a) obstruct sidewalks, doorways, vestibules,
halls, stairways, or similar Common Areas, (b) place refuse, furniture, boxes or
other items therein or (c) use such areas for any purpose other than ingress and
egress to and from the Premises. Canvassing, soliciting and peddling in the
Building are prohibited.

     2.      Tenant may use plumbing fixtures and appliances only for the
purposes for which constructed, and may place no unsuitable material therein.
Tenant shall repair or replace appliances at Tenant's cost in the event of
misuse. If Tenant fails to make such repairs or replacements, Landlord may do
so, and Tenant shall pay the reasonable cost thereof on demand as Additional
Rent.

     3.      Tenant may not paint or place any signs or notices on any windows
or doors or in other parts of the Building, without Landlord's prior written
approval (which Landlord may withhold in its sole discretion) of the design and
placement. Landlord will prepare building standard suite identification signs at
Tenant's expense. Without notice to Tenant, Landlord has the right to remove all
unapproved signs at Tenant's expense.

     4.      Tenant will not do, or permit anything to be done in or about the
Building, or bring or keep anything therein, that increases the rate of fire or
other insurance on the Building or increases the possibility of fire or other
casualty. Tenant may not use or keep in the Building any inflammable or
explosive fluid or substance (including live Christmas trees and ornaments), or
any illuminating materials (other than electric lamps or lights customarily used
in offices).

     5.      Landlord may prescribe the weight and position of heavy equipment
or objects which may over stress any portion of the floor. Tenant will repair
all damage to the Building from the improper placing of heavy items at its
expense.

     6.      Tenant will notify the Building manager when safes or other heavy
equipment are to be taken in or out of the Building, and will move same only
with Landlord's written permission and in accordance any Landlord requirements.

     7.      Corridor doors, when not in use, will be kept closed.

     8.      All deliveries must be made via the service entrance and service
elevator, when provided, during normal working hours. Tenant must obtain
Landlord's written approval for any delivery after normal working hours. All
moving must be conducted after normal working hours, and the manner (including
any moving company to be used) approved in advance by Landlord, which approval
shall not be unreasonably withheld so long as Tenant is not in Default under the
Lease.

     9.      Tenant will cooperate with Landlord's employees in keeping the
Premises neat and clean.

                                       1

<PAGE>

     10.     Tenant will not cause or permit any improper noises in the
Building, or allow any unpleasant odors to emanate from the Premises, and will
not interfere with, injure or annoy other tenants or their invitees with the use
of their premises, the Building or the Garage.

     11.     Except for seeing eye dogs and animals with related skills, no
animals are allowed in or about the Building.

     12.     At Tenant's cost, Tenant must dispose of crates, boxes or other
large items prior to 7:30 a.m. or after 5:30 p.m. Landlord is responsible for
the removal of waste generated by normal office operations only.

     13.     Tenant may not operate any machinery, other than ordinary office
machines such as personal computers, typewriters, calculators and copiers
which do not utilize electricity in excess of the standard set forth in Section
                                                                        -------
5.2(b), without the prior written reasonable consent of Landlord. No space
------
heaters or fans are allowed.

     14.     Tenant must comply with all emergency and safety procedures
established by Landlord, the fire department, or any other governmental agency
having jurisdiction over the Building, including, without limitation,
participation in periodic drills, familiarization with emergency procedures and
the designation of individuals responsible for the implementation of emergency
action. Landlord has the right to evacuate the Building in the event of an
emergency or catastrophe.

     15.     No bicycles, motorcycles or similar vehicles are allowed in the
Building.

     16.     Tenant may not insert any nails, hooks, or screws into any part of
the Building, except as approved by Building maintenance personnel or except to
hang pictures (and the like) on the walls of the interior of the Premises.

     17.     Tenant may not distribute any food or beverages from the Premises
without the prior written approval of the Building manager. The foregoing shall
not prohibit beverage service or the use of microwave ovens within the Premises.

     18.     Tenant may not place any additional locks on or rekey any doors
without the prior written consent of Landlord. Landlord will supply one hundred
and fifty (150) access cards to the Premises, and Tenant may obtain additional
keys from Landlord at a fee determined by Landlord. Tenant may not otherwise
obtain duplicates of such keys. Tenant must surrender all keys upon termination
of this Lease. Tenant will give Landlord the combination to any vault.

     19.     Tenant will not locate furnishings or cabinets adjacent to
mechanical or electrical access panels or over air conditioning outlets, and
Tenant shall pay on demand as Additional Rent the cost of moving such
furnishings for servicing such units. Building personnel will perform any
repairs on or replacements of the lighting and air conditioning equipment of the
Building.

     20.     Tenant will comply with the current and any future reasonable
parking rules and regulations.

     21.     Tenant may not use the Premises or any part of the Building for
overnight lodging.

     22.     Tenant will not place vending machines in the Premises.

     23.     Tenant must obtain Landlord's prior written approval (which
Landlord may withhold in its discretion) for installation of window shades,
blinds, drapes or other window treatments. At Tenant's expense, Landlord has the
right to change any unapproved window treatments without notice to Tenant.

                                       2

<PAGE>

     24.     Tenant will not make any changes or alterations to any portion of
the Building without Landlord's prior written approval (which Landlord may
withhold in its reasonable discretion). All such work shall be done by Landlord
or by contractors reasonably approved by Landlord. Tenant shall pay to Landlord
on demand as Additional Rent all costs incurred as a result of such changes or
alterations, including, without limitation, the cost of freight elevator usage,
utilities, contractors' fees and administrative/supervisory costs.

     26.     Tenant will not ask building personnel to perform such functions as
furniture moving, deliveries, picture hanging, or other similar tasks not
related to the general operation of the Building.

     27.     Tenant will comply with all procedures for the security and safety
of the Building, including without limitation, the manner of access to the
Building after normal business hours, keeping doors to Tenant areas locked and
cooperating with all reasonable requests of Building security personnel.

     28.     Before leaving the Premises unattended, Tenant shall close and lock
outside doors, turn off lights, coffee pots, and office equipment. Tenant shall
pay for any damage resulting from failure to do so.

     29.     Tenant may use a microwave oven and appliances of the type commonly
used to prepare coffee and tea in the Premises; provided, however, that no
offensive cooking odors shall be allowed to escape the Premises (for purposes
hereof an offensive odor shall be deemed to be offensive if it is complained of
by another Tenant).

     30.     The Building has been designated as a non-smoking building. Tenant
shall comply and shall cause its employees to comply with this prohibition and
applicable non-smoking ordinances.

                                       3

<PAGE>

                                   EXHIBIT "C"
                                   -----------

                                   WORK LETTER
                                   -----------

     A.      Landlord will complete construction of the Improvements on the
Premises in a good and workmanlike manner, in accordance with government
regulations, and in accordance with the following:

     1.      No later than October 10, 2001, Tenant will submit to Landlord for
             approval (which shall not be unreasonably withheld) final working
             drawings and specifications of materials for all Improvements (the
             "Improvements") of the Premises that Tenant desires, which final
             working drawings will comply with the ADA and the Texas Act. If
             Landlord does not give its approval, disapproval or required
             changes within five (5) days after receipt thereof, such approval
             shall be deemed given. If Landlord disapproves such final workings,
             drawings and specifications in writing, Tenant will cause such
             plans and specifications to be redrawn and resubmitted to Landlord
             until such time as Landlord gives its approval in writing to Tenant
             of such revised drawings and specifications. Landlord shall respond
             within three (3) business days following any resubmission of such
             final workings, drawings and specifications or, if Landlord fails
             to do so, then they shall be deemed approved at the end of such
             three (3) business day period. As modified by any Landlord required
             changes, the final working drawings will be the "Final Plans". If
             the Final Plans are not received by Landlord by October 15, 2001
             for any reason (a "Final Plans Delay"), Landlord will not be
             responsible for payment to Tenant of the Delay Damages described in
             Section 3.1 for an equal number of days after January 1, 2002 as
             -----------
             the delivery of Final Plans to Landlord are delayed after October
             15, 2001 (such that, for example, if the Final Plans are not
             received by Landlord until October 20, 2001, Landlord will not be
             responsible for payment of the Delay Damages pursuant to Section
                                                                      -------
             3.1 unless the Commencement Date is later than January 6, 2002).
             ---
             Additionally and likewise, if commencement of construction of the
             Improvements is delayed due to Tenant's remeasurement of the
             Premises pursuant to Section 1.2 (a "Remeasurement
                                  -----------
             Delay"), Landlord will not be responsible for payment to Tenant of
             the Delay Damages described in Section 3.1 for the number of days
                                            -----------
             after January 1, 2002 equal to the delay in commencement of
             construction caused by Tenant's remeasurement. Any instances of a
             Final Plans Delay or a Remeasurement Delay are collectively
             referred to in this Lease as an "Excused Delay." Tenant is solely
             responsible for determining whether or not it is a public
             accommodation and for causing the Improvements to be in compliance
             with ADA and the Texas Act within the Premises. Tenant's approval
             of the Final Plans constitutes an acknowledgment that they comply
             with ADA and the Texas Act.

     2.      Landlord will be the construction manager for the construction of
             the Improvements in accordance with the working drawings and
             specifications approved by Landlord. For the purpose of billing,
             the cost of the Improvements will be Landlord's cost of
             constructing the Improvements, plus a construction manager's fee
             supervision and coordination of five percent (5%) of the actual
             cost of the construction of the Improvements from $-0- to
             $200,000.00, four percent (4%) of the additional cost of the
             construction of the Improvements from $200,000.00 to $400,000.00
             and three percent (3%) of the additional cost of the construction
             of the Improvements over $400,000.00 (collectively the
             "Construction Manager's Fee"). Landlord will competitively bid
             construction of the Improvements to at least three (3) reputable
             general contractors

                                       1

<PAGE>

             that have been approved by Landlord and Tenant and Tenant will
             choose the winning contractor so long as such contractor complies
             with Landlord's insurance requirements.

     B.      Tenant will bear the cost of architectural and engineering fees
relating to the Premises (including architectural and engineering fees Landlord
incurs in modifying Landlord's master working drawings to incorporate plans
prepared by Tenant's architect or engineer, where an architect or engineer other
than Landlord's architect or engineer has prepared Tenant's working drawings and
specifications) and all costs and expenses incurred in the construction of
Improvements (collectively "Tenant's Costs"); provided, however, Landlord will
credit against the billing costs of constructing those Improvements an allowance
(the "Improvement Allowance") of $18.00 per square foot of Net Rentable Area of
the Premises. Notwithstanding anything contained in this Lease to the contrary,
the Improvement Allowance shall also be applied to the payment of all costs in
connection with this Lease for: reimbursement to Tenant for actual third party
costs associated with moving Tenant to the Building (including relocating
Tenant's furniture, fixtures and equipment, stationery replacement, termination
fees related to Tenant's prior tenancy not to exceed $92,000.00 and legal fees
incurred in negotiating the drafting of this Lease); telephone installation and
telecommunications cabling in the Premises; fabrication and installation of
exterior and interior Tenant signage in accordance with Section 2.3 of the
                                                        -----------
Lease; the Construction Manager's Fee; all costs for space planning,
architectural, mechanical, electrical and engineering drawings related to the
Improvements and the Premises; and all costs of modifications to the Premises
and any required demolition therein. Tenant will pay as Additional Rent any
excess (the "Excess") of Tenant's Costs over the Improvement Allowance as
follows:

     1.      Tenant shall pay to Landlord prior to the commencement of
             construction of the Improvements, an amount equal to fifty percent
             (50%) of such Excess (as then estimated by Landlord);

     2.      After substantial completion of the Improvements, but prior to
             Tenant's occupancy of the Premises, Tenant shall pay to Landlord an
             amount equal to eighty percent (80%) of the Excess as then
             estimated by Landlord, less payments received by Landlord according
             to 1. above;

     3.      As soon as the final accounting can be prepared and submitted to
             Tenant, Tenant shall pay to Landlord the entire unpaid balance of
             the actual Excess based on the final costs.

     C.      Failure to make any such payments when due is a Default under the
Lease, entitling Landlord to all available remedies.

     1.      If Tenant requires any changes in the approved drawings and
             specifications for the Improvements (the "Tenant Changes"), Tenant
             must present Landlord with revised drawings and specifications. As
             a condition of its approval, Landlord may require additional
             payments against the Excess, if Landlord determines that the Tenant
             Changes will increase the Excess. If Landlord approves the Tenant
             Changes, Landlord will incorporate such changes in the
             Improvements.

     2.      If Tenant's failure to timely submit final working drawings and
             specifications of materials for Landlord's approval or the Tenant
             Changes delay the completion of the Improvements (the "Tenant
             Delays"), then Tenant's obligation to pay Rent will commence on the
             date in Section 1.3 of the Lease.
                     -----------

     D.      Any excess, unused portion of the Improvement Allowance will be
applied to Tenant's obligations to pay Base Rent until such excess been
depleted.

                                       2

<PAGE>

     E.      After completion of the Improvements, the parties will conduct a
joint "walk-through" of the Premises. After such "walk-through", Tenant will
prepare a "punch list" setting forth the remaining construction deficiencies as
agreed to by Landlord and Tenant. Landlord shall commence the rectification of
the deficiencies noted on the punch list within thirty (30) days after the date
on which Landlord receives a copy of it and shall complete the rectification of
all deficiencies noted on the punch list within a reasonable time (as agreed to
by the parties at the time of the walk-through) after the date on which Landlord
receives a copy of the punch list. If Landlord fails to complete the
rectification of the punch list items within the time specified above, Tenant
may complete those punch list items, and Landlord shall pay to Tenant, on or
before the date which is thirty (30) days after receipt of a written invoice
therefor, the costs and expenses incurred by Tenant in completing such punch
list items.

     F.      Landlord or Landlord's contractor will warrant and guarantee the
Improvements against defective design, workmanship and materials, latent or
otherwise, for a period of one (1) year from the Commencement Date (the
"Warranty Period"). By virtue of the foregoing warranty and guaranty, Landlord
or Landlord's contractor shall repair or replace at its sole cost and expense
any defective item occasioned by defective design, workmanship or materials that
Tenant discovers during the Warranty Period.

     G.      The Premises will be deemed "available for occupancy" (as described
in Section 3.1) when the Improvements are substantially completed in accordance
   -----------
with the Final Plans, Landlord obtains a temporary certificate of occupancy
permitting Tenant's lawful occupancy of the Premises, and Landlord gave Tenant
written notice of the foregoing seven (7) days prior thereto to afford Tenant
time to move in. Landlord shall thereafter use reasonable efforts to obtain the
final certificate of occupancy as soon as reasonably possible.

                                       3

<PAGE>

                                   EXHIBIT "D"
                                   -----------

                     STATEMENT SPECIFYING COMMENCEMENT DATE
                              AND TERMINATION DATE
                              --------------------

     The parties agree that notwithstanding anything to the contrary contained
in the Lease, the Commencement Date is _____________________ and the Termination
Date is __________________________.

                            LANDLORD:

                            PFP Search Plaza, Inc.,
                            a Texas corporation


                            By:  INSTITUTIONAL PROPERTY MANAGERS, INC.,
                                 a Delaware corporation, its managing agent

                                 By:   _________________________________________

                                 Name: _________________________________________

                                 Title: ________________________________________



                            TENANT:

                            Diversified Corporate Resources, Inc.,
                            a Texas corporation

                            By:   /s/
                                ------------------------------------------------

                            Name: J. Michael Moore
                                  ----------------------------------------------

                            Title:  C.E.O.
                                   ---------------------------------------------

                                        1

<PAGE>

                                   EXHIBIT "E"
                                   -----------

                                     PARKING

     A.      Landlord is "Landlord" and Tenant is "Tenant" under that certain
Lease (the "Lease"), wherein Tenant leased from Landlord certain premises
located in Landlord's office building (the "Building") in Dallas County, Texas,
commonly known as Search Plaza Office Complex, Dallas, Texas.

     B.      Landlord desires to grant and Tenant desires to acquire the right
to use (i) 47 nonreserved parking spaces; (ii) 37 reserved, underground parking
spaces; (iii) 18 reserved, above-ground parking spaces and (iv) an additional 62
nonreserved parking spaces which, at Landlord's election, may be located on the
roof of the Garage (collectively, the "Spaces") located inside the Building's
parking garage (the "Garage"), all upon the terms and conditions set forth
below.

     NOW, THEREFORE, for and in consideration of Ten and No/100 Dollars ($10.00)
and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

     1.      Landlord hereby grants Tenant a license to use the Spaces during
the Lease Term (terminating upon any earlier termination of the Lease for
whatever reason) for parking motor vehicles.

     2.      Tenant shall pay an initial rental fee (the "Fee") for each of the
Spaces of (i) $-0- per each nonreserved parking space; (ii) $50.00 per month,
per each reserved, underground parking space; and (iii) $-0- per each reserved,
above-ground parking space payable monthly in advance on or before the first day
of each month throughout the Lease Term. Notwithstanding the preceding sentence,
if Tenant exercises a renewal option, if any, Landlord will adjust the Fee to
the then market rate. Notwithstanding the foregoing, Tenant will have no
obligation to pay the Fee during the initial Lease Term (including any fees for
reserved, underground parking spaces).

     3.      All motor vehicles (including all contents thereof) are at the sole
risk of their owners and Tenant, and Landlord is not responsible for the
protection and security of such vehicles. Neither Landlord nor Landlord's Agents
has any liability for any property damage or personal injury arising out of or
in connection with said motor vehicles (unless arising out of the gross
negligence of Landlord or Landlord's Agents), and Tenant hereby indemnifies
Landlord and Landlord's Agents against all claims resulting from the negligence
of Tenant or Tenant's Agents, acts or omissions arising out of or in connection
with said motor vehicles (unless arising out of the gross negligence or willful
misconduct of Landlord or Landlord's Agents).

     4.      This Parking exhibit does not create a bailment between the parties
hereto, it being expressly agreed that the only relationship created between
Landlord and Tenant hereby is that of licensor and licensee.

     5.      In its use of the Spaces, Tenant will follow all applicable Rules
and Regulations. Upon the occurrence of a breach of any applicable Rules and
Regulations, failure to pay the Fee or Tenant's Default under the Lease which
results in a termination of Tenant's possession of the Premises, Landlord will
be entitled to terminate Tenant's rights to the Spaces, in which event Tenant's
right to utilize the Spaces will cease.

     6.      If: (a) fifty percent (50%) or more of the Garage is damaged by
fire or other casualty, (b) the insurance proceeds payable as a result of a
casualty to the Garage are applied to the Mortgage, or (c) there is any material
uninsured loss to the Garage, Landlord may terminate the Lease upon written
notice

                                       1

<PAGE>

to Tenant within sixty (60) days of the date of such casualty. If the Lease is
not terminated by Landlord pursuant to the foregoing provisions of this
Paragraph 6, then Landlord will either (i) proceed to restore the Garage and
-----------
provide Tenant with alternative parking during such restoration period, or (ii)
not restore the Garage, but provide Tenant with alternate parking throughout the
remainder of the Lease Term.

     7.      If all or any material portion of the Garage is taken for any
public or quasi-public use, by right of eminent domain or otherwise, or be sold
in lieu of condemnation, then Landlord will be entitled to (i) terminate the
Lease, or (ii) keep the Lease in effect by providing Tenant with alternative
parking.

     8.      To further ensure that only those parties leasing spaces in the
Garage are utilizing such parking spaces, Tenant will provide Landlord with a
complete list of the names of all of Tenant's employees and the corresponding
license plate numbers their vehicles. Tenant will update the list, as necessary.
If any vehicle not designated on Tenant's list is found in the Spaces or if any
vehicle on Tenant's list is parked in an unauthorized space or location,
Landlord is hereby authorized to have the vehicle towed at Tenant's expense.
Tenant hereby agrees to pay any such towing cost upon demand, and the failure to
do so will be a Default under the Lease.

                                       2

<PAGE>

                                   EXHIBIT "F"
                                   -----------

                            JANITORIAL SPECIFICATIONS

NIGHTLY:

     Empty, clean, damp dust waste receptacles, wash receptacles as necessary.
     Remove trash from premises.
     Vacuum all rugs and carpeted areas.
     Hand dust and wipe clean with damp or treated cloth, all office furniture,
     files, fixtures, paneling and all other horizontal surfaces.
     Damp wipe and polish all glass furniture tops.
     Remove finger marks and smudges from all vertical surfaces (including
     doors, door frames, light switches, entrance glass and partitions).
     Sweep and damp mop all uncarpeted areas, buff as necessary.
     Damp dust telephones.
     Spot clean all rugs or carpeted areas (at least weekly).

MONTHLY:

     Dust blinds, window sills.
     Detail vacuum, detail dust.
     Strip and wax all tile floors.
     Dust all pictures, charts and similar wall hangings.
     Dust all vertical surfaces.

QUARTERLY:

     Dust light fixtures and HVAC grills.
     Wash blinds and window sills.

ANNUALLY:

     Wash exterior windows twice annually and interior windows once annually.

                                       1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.56
<SEQUENCE>18
<FILENAME>dex1056.txt
<DESCRIPTION>AGREEMENT
<TEXT>
<PAGE>
                                                                   Exhibit 10.56
                                    AGREEMENT

     THIS AGREEMENT is entered into by and between DCRI L.P. No. 2, Inc. a Texas
corporation (the "Company"), J. Michael Moore ("Moore") and Diversified
Corporation Resources, Inc., a Texas corporation ("DCRI").

                              W I T N E S S E T H:

     WHEREAS, one or more of the parties hereto have executed and are parties to
the following documents: (a) the Agreement dated as of March 30, 2001 (the
"Prior Agreement"), (b) Security Agreement dated as of September 18, 2000 (the
"Original Security Agreement"), (c) Amendment No. 1 to Security Agreement dated
as of March 30, 2001 (the "Amended Security Agreement") and (d) UCC-1 Financing
Statement dated as of September 18, 2000 (the UCC-1") (the Prior Agreement, the
Original Agreement, the Amended Security Agreement and the UCC are collectively
referred to herein as the "Existing Documents"); and

     WHEREAS, parties hereto desire to terminate the Existing Documents and to
enter into this Agreement to set forth their understandings and agreements
related to the subject matters set forth;

     NOW, THEREFORE, for good and valuable consideration received, the parties
do hereby contract and agree as follows:

     1.   At the time of execution of this Agreement, the following shall be
          applicable: (a) the Existing Documents shall be deemed to be
          terminated and of no further force or effect; (b) Moore shall execute
          and deliver to DCRI the following instruments: (i) a promissory note
          in the amount of $104,725.67 (the "Moore Note"); (ii) a Security
          Agreement securing the Moore Note (the "Moore Security Agreement");
          (iii) a Guaranty (the "JMM Guaranty") of the Company Note (as herein
          defined); and (iv) a UCC-1 Financing Statement related to the Moore
          Security Agreement; and (c) the Company shall execute and deliver to
          DCRI a promissory note (the "Company

                                       1

SECURITY AGREEMENT - Page 1

<PAGE>
          Note") in the amount of $288,788.51. All of the documents to be
          executed pursuant to this Agreement are attached hereto, and
          incorporated herein, as Exhibits A, B, C, D, E, F, G and H.

     2.   The parties hereto covenant and agree that such time as the Company's
          446,000 shares of DCRI common stock (the "Company Stock") become
          unencumbered, the Company shall execute such instruments as DCRI may
          reasonably request to perfect a security interest in the Company
          Stock.

     3.   In addition to those items specified in Paragraph No. 2 above, Moore
          shall execute and deliver to DCRI each of the following: (a) a Lost
          Stock Certificate Affidavit with respect to stock certificate No. 056
          representing 850,000 shares of common stock of Pursuant Technologies,
          Inc. ("Pursuant"); and (b) a Stock Power Assignment with respect to
          the 25,000 shares of common stock of DCRI pledged by Moore as
          collateral for the Moore Note.

     4.   Moore agrees to use his bests efforts to effectuate, within thirty
          (30) days from the date of this Agreement, the delivery to DCRI of
          both of the following: (a) a stock certificate representing 432,000
          shares of Pursuant common stock which shall be issued in the name of
          Moore (the "Pursuant Shares"); such stock certificate shall then be
          held by DCRI as collateral for the Moore Note pursuant to the Moore
          Security Agreement; and (b) a Conditional Stock Power Assignment (in
          form and substance substantially similar to that document attached
          hereto as Exhibit "H") with respect to the Pursuant Shares.

     5.   On or about before May 15, 2002, Moore and the Company shall pay to
          DCRI, as the final payment of all interest due and owing under the
          Prior Agreement, the sum of $5,915.01.

     6.   This Agreement shall be binding upon and shall inure to the benefit of
          the parties hereto and the respective heirs, representatives,
          sucessors, and assignees of each party.

                                       2

SECURITY AGREEMENT - Page 2


<PAGE>

     7.   This Agreement may be executed in one or more counterparts, each of
          which shall be considered one and the same agreement and shall become
          effective when one or more counterparts have been signed by each of
          the parties and delivered to the other party.

     8.   This Agreement shall be governed by the laws of the State of Texas.

     9.   No notices required by any documents between and/or among DCRI, and/or
          the Company and/or Moore shall be effective only when sent by
          certified mail to Gibbons Guillot and Reppeto, attention Patrick C.
          Guillot at 2100 McKinney Avenue, Suite 1401, Dallas, Texas 75201.

     This Agreement has been executed by each of the parties hereto effective as
of April 21, 2002.

                                           DCRI L.P. No. 2, Inc.

                                           By:
                                              ---------------------------------
                                              J. Michael Moore, CEO


                                           Diversified Corporate Resources, Inc.


                                           By:
                                              ---------------------------------
                                              James E. Filarski, President


                                           ------------------------------------
                                           J. Michael Moore, Individually

AGREED AS TO FORM:

-----------------------------------
Jarrell B. Ormand,
Attorney for Diversified
Corporate Resources, Inc.


-----------------------------------
Mark L. Gibbons,
Attorney for J. Michael Moore


-----------------------------------
Patrick C. Guillot
Attorney for DCRI L.P). No. 2, Inc.

                                       3

SECURITY AGREEMENT - Page 3

<PAGE>

                                 PROMISSORY NOTE

$104,725.67                                               April 21, 2002


     J. Michael Moore, an individual whose business address is 10670 N. Central
Expressway, Suite 600, Dallas, Texas 75231 ("Maker") promises to pay to the
order of Diversified Corporate Resources, Inc., a Texas corporation ("Payee") at
10670 N. Central Expressway, Suite 600, Dallas, Texas 75231 ("Payee"), or at
such other place as may be designated in writing by Payee, One Hundred Four
Thousand Seven Hundred Twenty-Five Dollars and 67/100 ($104,725.67) together
with interest on the principal balance from time to time remaining unpaid at the
rates hereinafter provided.

     This Note shall mature on March 31, 2005 ("Maturity Date"). Prior to the
Maturity Date, the principal amount of the Note shall be due and payable in
annual installments of $50,000.00 with each installment payable on or before
March 31st of each year during the term of this Note with the first installment
due on or before March 31, 2003. All outstanding payments of principal and
interest shall be due and payable on the Maturity Date.

     Interest on the principal balance hereof from time to time remaining unpaid
shall be payable at the per annum rate equal to the prime rate of interest (as
herein determined) plus one-eighth of one percent (0.125%), but in no event
shall the interest rate payable by the Maker exceed the highest lawful rate of
interest. For purposes hereof, the prime rate of interest payable by the Maker
shall be based upon the prime rate of interest being charged from time to time
by such national banking association in Dallas, Texas as shall be selected by
the Payee.

     During the term of this Note, all accrued and unpaid interest on the unpaid
principal amount of this Note shall be due and payable on a quarterly basis with
each payment due on or before the last day of the months of March, June,
September and December; the first quarterly interest payment shall be due on
June 30, 2002.

                                       4

SECURITY AGREEMENT - Page 4

<PAGE>

     Maker shall be entitled to prepay this Note in whole or part at any time
without penalty. All payments shall be applied first to accrued and unpaid
interest and the balance, if any, to principal.

     All past due principal and interest on this Note shall bear interest at the
rate of twelve percent (12%) per annum from maturity until paid, but in no event
in excess of interest at the highest lawful rate.

     The entire unpaid balance of, and accrued interest on, this Note shall
become due and payable, at the option of the Payee, if Maker shall fail or
refuse to make any payment of principal on this Note, and such failure or
refusal to pay shall continue for a period of forty-five (45) days following the
date of written notice from Maker to the Payee. Such failure or refusal of Maker
to make any payments of principal or interest with respect to this Note within
forty-five (45) days of the due date shall constitute an event of default.

     If this Note is placed in the hands of an attorney for collection, or if it
is collected through any legal proceedings, Maker agrees to pay court costs,
attorney's fees and other costs of collection of the holder hereof.

     Neither the failure by the holder hereof to exercise, nor delay by the
holder hereof in exercising, the right to accelerate the maturity of this Note
or any other right, power or remedy upon any default shall be construed as a
waiver of such default or as a waiver of the right to exercise any such right,
power or remedy at any time.

     This Note may not be changed, extended or terminated except in writing. No
waiver of any term or provision hereof shall be valid unless in writing signed
by an officer of Payee designated by the Board of Directors of the Payee.

     Regardless of any provision contained herein, or in any document executed
in connection herewith, Payee shall never be entitled to receive, collect, or
apply, as interest on the indebtedness evidenced hereby, any amount in excess of
the maximum rate permitted by law, and in the event payee ever receives,
collects, or applies, as interest, any such excess, such amount which would be
excessive interest shall be deemed a partial prepayment of principal and treated
hereunder as such; and if, the principal hereof is paid in full, any remaining
excess shall be refunded to Maker.

                                       5

SECURITY AGREEMENT - Page 5


<PAGE>

     This Note is secured by that certain Security Agreement dated as of April
21, 2002, by and between Maker and Payee.

     Any notices required or permitted by this Note shall be made at the
addresses set forth above, or at such other address as shall be reflected in
written notice to the other party.

     This Note has been executed and delivered and shall be construed in
accordance with and governed by the laws of the State of Texas.

                                              MAKER:

                                              --------------------------
                                              J. Michael Moore

                                       6

SECURITY AGREEMENT - Page 6

<PAGE>

                               SECURITY AGREEMENT

     THIS SECURITY AGREEMENT is made and entered into by and between J. Michael
Moore (herein referred to as "Debtor"), and Diversified Corporate Resources,
Inc., a Texas corporation (herein referred to as the "Secured Party").

     For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Debtor hereby grants to Secured Party a security
interest in and to the Collateral, as herein defined, and in connection
therewith the parties hereby agree as follows:

     Collateral. To secure payment of the "Indebtedness", as herein defined,
     ----------
Moore hereby assigns, transfers, and sets over to Secured Party, and grants to
Secured Party, a security interest in and to each of the following assets
(herein collectively referred to as the "Collateral"): (a) 25,000 shares of
common stock of Secured Party; and (b) 432,000 shares of common stock of
Pursuant Technologies, Inc., a Texas corporation formerly known as More-O
corporation (the "Company"); and (c) all proceeds (including insurance proceeds)
from the sale, disposition, or other hypothecation of all or any part of the
aforesaid assets. Secured Party acknowledges that as of the execution of this
Agreement, Debtor is not in possession of the stock of the Company and that the
Secured Party will not be able to perfect a security interest in the stock of
the Company until such time as Debtor is in possession of such stock.

     Indebtedness. The term Indebtedness as used herein, shall mean: (a) the
     ------------
unpaid principal sum, accrued and unpaid interest, and other sums now or
hereafter payable under the terms of that certain Promissory Note (the "Note")
in the stated amount of $104,725.67 payable by Debtor to Secured Party; (b) all
amounts now or hereafter payable by Debtor to Secured Party, pursuant to the
terms and conditions of that certain Bank Transaction Agreement (the "Bank
Agreement") dated as of January 12, 1999 by and among Debtor, Secured Party, and
DCRI L.P. No. 2., Inc., a Texas corporation; (c) all amounts now or hereafter
payable by Debtor to Secured Party pursuant to the terms and conditions of that
certain Guaranty (the "Guaranty") dated as of April 21, 2002 executed by Debtor
in connection with the promissory note payable to Secured Party by DCRI L.P. No.
2, Inc., a Texas corporation, as described in the Guaranty; and (d) all
rearrangements,

                                       7

SECURITY AGREEMENT - Page 7

<PAGE>

increases, renewals and extensions of the Note, the Bank Agreement and/or the
Guaranty.

     Representations of Debtor. Debtor represents and agrees as follows:
     -------------------------

          (a) Except as otherwise provided herein, (i) no financing statement or
other instrument of hypothecation covering the Collateral or its proceeds is on
file in any public office except in favor of Secured Party; (ii) except for the
security interest granted by this Security Agreement, there is no lien, security
interest or encumbrance in or on the Collateral; and (iii) Debtor is the true
and lawful owner of the Collateral.

          (b) Debtor will pay to Secured Party all reasonable expenses
(including expenses for legal services) of, or incidental to, the enforcement of
any of the provisions of this Security Agreement, or incidental to the
enforcement, repayment or collection of any of the Indebtedness.

     Uniform Commercial Code. Except as otherwise provided herein, this Security
     -----------------------
Agreement shall constitute a valid and binding security agreement under the
Uniform Commercial Code Secured Transactions (herein called the "Code") creating
in favor of Secured Party, until the Indebtedness is fully paid, a first and
prior security interest in and to the Collateral. Accordingly, Debtor hereby
acknowledges unto Secured Party that Secured Party shall have, in addition to
any and all other rights, remedies and recourses afforded to Secured Party under
this Security Agreement or the Instruments, all rights, remedies and recourses
afforded to secured parties by the Code.

     Default by Debtor. There will be a default under this Security Agreement if
     -----------------
any of the Indebtedness secured by this Security Agreement, either principal or
interest, is not paid when due, following written notice of default and
forty-five (45) days to cure.

     Remedies.
     --------

          (a) When an Event of Default occurs, and at any time thereafter,
Secured Party may declare all or a part of' the Indebtedness immediately due and
payable and may proceed to enforce payment of same and to exercise any and all
of the rights and remedies provided by the Code, as well as all other rights and
remedies possessed by Secured Party under this Security Agreement or otherwise
at law or in equity. Expenses of retaking, holding, preparing for sale, selling,
or the like ("Collection Costs"), shall include, without limitation, Secured
Party's reasonable

                                       8

SECURITY AGREEMENT - Page 8

<PAGE>

attorneys' fees and all such expenses shall be recovered by Secured Party before
applying the proceeds from the disposition of the Collateral toward the
Indebtedness. All rights and remedies of Secured Party hereunder are cumulative.
The exercise of any right or remedy will not be a waiver of any other.

          (b) Secured Party, in addition to the rights and remedies provided for
in the preceding subparagraph, shall have all the rights and remedies of a
secured party under the Uniform Commercial Code as adopted by the state where
the Collateral is located at the date of any such Event of Default. Secured
Party shall be entitled to all such other rights and remedies for the collection
of the Indebtedness and the enforcement of the covenants herein and the
foreclosure of the security interest created hereby. Secured Party may resort to
any remedy provided hereunder or provided by the Uniform Commercial Code as
adopted in the state where the Collateral is located at the date of an Event of
Default, or by any other law of such state.

          (c) Secured Party may remedy any default, without waiving same, or may
waive any default without waiving any prior or subsequent default.

     Assignment.
     ----------

          This Security Agreement, Secured Party's rights hereunder or said
Indebtedness hereby secured, may not be assigned without the consent of the
Debtor.

     Release of Security Interest. Upon full and complete payment of all sums
     ----------------------------
owing by Debtor referred to under the terms of this Security Agreement or the
termination of any obligations of Debtor under the Security Agreement, together
with all costs incurred in connection therewith, Secured Party will make,
execute and deliver a reassignment of the properties assigned hereby.

     Validity of Security. Interest. No security taken hereafter for payment of
     ------------------------------
any part or all of the Indebtedness shall impair in any manner or affect this
Security Agreement; all such present and future additional security to be
considered as cumulative security. Any Collateral may be released from this
Security Agreement without altering, varying, or diminishing in any way the
force, effect, lien, security interest, or charge of this Security Agreement as
to the Collateral not expressly released; and this Agreement shall continue as a
first lien, security interest, and charge on all of the Collateral not expressly
released until all sums and indebtedness secured hereby have been

                                       9

SECURITY AGREEMENT - Page 9

<PAGE>
paid in full.

     Notices. Any notice, request or other document shall be in writing and sent
     -------
by registered or certified mail, return receipt requested, postage prepaid and
addressed to the party to be notified at the following addresses, or such other
address as such party may hereafter designate by written notice to all parties,
which notice shall be effective as of the date of posting:

          (a) If to Secured Party:

              Diversified Corporate Resources, Inc.
              10670 N. Central Expressway
              Suite 600
              Dallas, Texas 75231
              Attention: President


          (b) If to Debtor:

              J. Michael Moore
              10670 N. Central Expressway
              Suite 600
              Dallas, Texas 75231

     Texas Law. This Security Agreement and the obligations of the parties
     ---------
hereunder is to be interpreted, construed and enforced in accordance with the
laws of the State of Texas.

     Severability. If any provision of this Security Agreement or the
     ------------
application thereof to any person or circumstance is held to be invalid or
unenforceable to any extent, the remainder of this Security Agreement and the
application of such provisions to other persons or circumstances is not to be
affected thereby and is to be enforced to the full extent permitted by law.

     Successors and Assigns. This Security Agreement inures to the benefit of,
     ----------------------
and is binding upon, Moore and Secured Party and their respective heirs, legal
representatives, successors and assigns.

     Scope. Nothing herein contained will in any way limit or be construed as
     -----
limiting the right of Secured Party to collect any note, item, sum or amount
secured or to be secured hereby only out of the properties assigned hereby or
out of the revenues, monies, proceeds, benefits and payments accruing and to
accrue unto Moore, under and by virtue of said Collateral, but it is expressly
understood and provided that all such Indebtedness and amounts secured and to be
secured hereby

                                       10

SECURITY AGREEMENT - Page 10

<PAGE>

are, and shall constitute the obligation of Moore to pay to Secured Party the
amount provided for instruments executed in connection herewith and all
agreements with reference thereto at the time and in the manner therein
specified or provided.

         IN WITNESS WHEREOF, this Security Agreement is dated as of the 21st day
of April, 2002.

                                       11

SECURITY AGREEMENT - Page 11


<PAGE>

                                           -----------------------------------
                                           J. Michael Moore

                                           DIVERSIFIED CORPORATE RESOURCES, INC.

                                           By: _______________________________
                                           James E. Filarski  President


STATE OF TEXAS

COUNTY OF DALLAS

         This instrument was acknowledged before me, a Notary Public, on the
____ day of April, 2002, by J. Michael Moore, in an individual capacity, for the
purposes therein set forth.

                                     -------------------------------------------
                                     Notary Public in and for the State of Texas

AGREEMENT - Page 12


<PAGE>

                                    GUARANTEE

     THIS GUARANTEE is made by J. Michael Moore (the "Guarantor"), in favor of
Diversified Corporate Resources, Inc., a Texas corporation (the "Note Holder").

                              W I T N E S S E T H:

     WHEREAS, this Guarantee is executed in connection with that certain
Promissory Note of even date herewith (the "Note"), by and among DCRI L.P. No.
2, Inc., a Texas corporation as maker ("Maker"), and Note Holder;

     WHEREAS, as additional security for the Note, Guarantor has agreed to
guarantee payment and performance of the Note.

     NOW, THEREFORE, the Guarantor hereby agrees with the Note Holder as
follows:

     1.   Defined Terms. (a) As used herein, "Obligations" shall mean all
          -------------                       -----------
          monetary amounts, liabilities, and obligations owing by Maker to Note
          Holder as evidenced by the Note. This term includes all principal,
          interest, expenses, attorney's fees and any other sum chargeable to
          Maker under the Note.

          (b)  The words "hereof," "herein" and "hereunder" and words of similar
               import when used in this Guarantee shall refer to this Guarantee
               as a whole and not to any particular provision of this Guarantee,
               and section and paragraph references are to this Guarantee unless
               otherwise specified.

          (c)  The meanings given to terms defined herein shall be equally
               applicable to both the singular and plural forms of such terms.

AGREEMENT - Page 13


<PAGE>

     2.   Guarantee.  The Guarantor hereby unconditionally and irrevocably
          ---------
          guarantees to the Note Holder and its successors, endorsees,
          transferees and assigns, the prompt and complete payment by the Maker
          if and when due (whether at the stated maturity, by acceleration or
          otherwise) of the Obligations.

     3.   Amendments, etc. with respect to the Obligations; Waiver of Rights.
          ------------------------------------------------------------------
          The Note Holder shall not have any obligation to protect, secure,
          perfect or insure any lien at any time held by it as security for the
          Obligations or for this Guarantee or any property subject thereto.
          When making any demand hereunder against the Guarantor, the Note
          Holder may, but shall be under no obligation to, make a similar demand
          on the Maker, and any failure by the Note holder to make any such
          demand or to collect any payments from the Maker shall not relieve the
          Guarantor of the obligations or liabilities hereunder, and shall not
          impair or affect the rights and remedies, express or implied, or as a
          matter of law, of the Note Holder against the Guarantor. For the
          purposes hereof "demand" shall include the commencement and
          continuance of any legal proceeding.

     4.   Waiver.  The Guarantor waives any and all notice of the creation,
          ------
          renewal, extension or accrual of any of the Obligations and notice of
          or proof of reliance by the Note Holder upon this Guarantee or
          acceptance of this Guarantee, and the Obligations, and any of them,
          shall conclusively be deemed to have been created, contracted or
          incurred, or renewed, extended, amended or waived, in reliance upon
          this Guarantee; and all dealings between the Maker and the Guarantor,
          on the one hand, and the Note Holder on the other hand, likewise shall
          be conclusively presumed to have been had or consummated in reliance
          upon this

AGREEMENT - Page 14

<PAGE>

          Guarantee. The Guarantor waives diligence, presentment, protest,
          demand for payment and notice of default or nonpayment to or upon the
          Maker or the Guarantor with respect to the Obligations. The Guarantor
          understands and agrees that this Guarantee shall be construed as a
          continuing, absolute and unconditional guarantee of payment without
          regard to (a) any defense, (other than a defense of payment, set-off
          and/or performance) which may at any time be available to or be
          asserted by any Maker against the Note Holder; or (b) any other
          circumstance whatsoever (with or without notice to or knowledge of the
          Maker or the Guarantor) which constitutes, or might be construed to
          constitute, an equitable or legal discharge of the Maker for the
          Obligations in bankruptcy or in any other instance except for payment,
          set-off, or performance. When pursuing its rights and remedies
          hereunder against any Guarantor, the Note Holder may, but shall be
          under no obligation to, pursue such rights and remedies as it may have
          against the Maker or any other person or entity, or against any
          collateral security or guarantee for the Obligations with respect
          thereto; and any failure by the Note Holder to pursue such other
          rights or remedies or to collect any payments from the Maker or any
          such other person or entity shall not relieve the Guarantor of any
          liability hereunder, and shall not impair or affect the rights and
          remedies, whether express, implied or available as a matter of law, of
          the Note Holder against the Guarantor. This Guarantee shall remain in
          full force and effect and be binding in accordance with and to the
          extent of its terms upon the Guarantor and the successors and assigns
          thereof, and shall inure to the benefit of the Note Holder, and its
          successors, endorsees, transferees and assigns until all of the
          Obligations and the

AGREEMENT - Page 15

<PAGE>

          obligations of the Guarantor under this Guarantee shall have been
          satisfied.

     5.   Representations and Warranties.  The Guarantor hereby represents and
          ------------------------------
          warrants that:

          (a)  This Guarantee constitutes a legal, valid and binding obligation
               of the Guarantor enforceable in accordance with its terms, except
               as affected by bankruptcy, insolvency, fraudulent conveyance,
               reorganization, set-off, moratorium and other similar laws
               relating to or affecting the enforcement of creditors' rights
               generally, and general equitable principles.

          (b)  The execution, delivery and performance of this Guarantee will
               not violate any provision of any requirement of law or
               contractual obligation of the Guarantor and will not result in or
               require the creation or imposition of any lien on any of the
               properties or revenues of the Guarantor pursuant to any
               requirement of law or contractual obligation of the Guarantor.

          (c)  No consent or authorization of, filing with, or other act by or
               in respect of, any arbitrator or governmental authority and no
               consent of any other person or entity is required in connection
               with the execution, delivery performance, validity or
               enforceability of this Guarantee.

     6.   Notices.  All notices, requests and demands to or upon the Note Holder
          -------
          or the Guarantor to be effective shall be in writing (or by telex, fax
          or similar electronic transfer) and shall be deemed to have been duly
          given or made (I) when delivered by hand, or (ii) if given by mail,
          when deposited in the mails by certified mail, return receipt
          requested, or (iii) if by telex, fax or

AGREEMENT - Page 16

<PAGE>

          similar electronic transfer, when sent and receipt has been confirmed,
          addressed as follows:

          (a)  If to the Note Holder, at 10670 N. Central Expressway, Suite 600,
               Dallas, Texas 75231.

          (b)  If to Guarantor, at 10670 N. Central Expressway, Suite 600,
               Dallas, Texas 75231.

          The Note Holder and the Guarantor may change their respective
          addresses and transmission numbers for notices by notice in the manner
          provided in this Section.

     7.   Severability.  Any provision of this Guarantee which is prohibited or
          ------------
          unenforceable in any jurisdiction shall, as to such jurisdiction, be
          ineffective to the extent of such prohibition or unenforceability
          without invalidating the remaining provisions hereof, and any such
          prohibition or unenforceability in any jurisdiction shall not
          invalidate or render unenforceable such provision in any other
          jurisdiction.

     8.   Integration.  This  Guarantee  represents  the agreement of the
          -----------
          Guarantor with respect to the subject matter hereof and there are no
          promises or representations by the Note Holder relative to the subject
          matter hereof not reflected herein.

     9.   Amendments in Writing; No Waiver; Cumulative Remedies. (a) None of the
          -----------------------------------------------------
          terms or provisions of this Guarantee may be waived, amended,
          supplemented or otherwise modified except by a written instrument
          executed by the Guarantor and the Note Holder, provided that any
          provision of this Guarantee may be waived by the Lender in a letter or
          agreement executed by the Note Holder or by telex or facsimile
          transmission from the Note Holder.

AGREEMENT - Page 17

<PAGE>

          (b)  The Note Holder shall not by any act, delay, indulgence, omission
          or otherwise be deemed to have waived any right or remedy hereunder or
          to have acquiesced in any default or event of default or in any breach
          of any of the terms and conditions hereof. No failure to exercise, nor
          any delay in exercising, on the part of the Note Holder, any right,
          power or privilege hereunder shall operate as a waiver thereof. No
          single or partial exercise of any right, power or privilege hereunder
          shall preclude any other or future exercise thereof or the exercise of
          any other right, power or privilege. A waiver by the Note Holder of
          any right or remedy hereunder on any one occasion shall not be
          construed as a bar to any right or remedy, which the Note Holder would
          otherwise have on any future occasion.

          (c)  The rights and remedies herein provided are cumulative, and are
          not exclusive of any other rights or remedies provided by law.

     10.  Section Headings.  The section headings used in this Guarantee are
          ----------------
          for convenience of reference only and are not to affect the
          construction hereof or be taken into consideration in the
          interpretation hereof.

     11.  Successors and Assigns.  This Guarantee shall be binding upon the
          ----------------------
          successors and assigns of the Guarantor and shall inure to the benefit
          of the Note Holder and its successors and assigns.

     12.  GOVERNING LAW.  THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND
          -------------
          INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

     IN WITNESS WHEREOF, this Guarantee is dated the 21st day of April.



                                                ---------------------------
                                                J. Michael Moore

AGREEMENT - Page 18

<PAGE>

                        TO BE FILED IN THE OFFICE OF THE
                    SECRETARY OF STATE FOR THE STATE OF TEXAS

                            UCC-1 FINANCING STATEMENT
                            -------------------------

     This instrument and fixture filing is prepared as, and is intended to be, a
Financing Statement complying with the formal requisites therefore as set forth
in the Uniform Commercial Code for the State of Texas.

     1. The name and address of the obligor ("Debtor") is:

                                    J. Michael Moore
                                    10670 North Central Expressway
                                    Suite 600
                                    Dallas, TX  75231

     2. The name and address of the secured party ("Secured Party") is:

                                    Diversified Corporate Resources, Inc.
                                    10670 North Central Expressway
                                    Suite 600
                                    Dallas, TX  75231

     3. This Financing Statement covers the following types of property (the
"Collateral"): (a) 25,000 shares of common stock of the Secured Party issued in
the name of the Debtor, (b) 432,000 shares of common stock of Pursuant
Technologies Inc., a Texas corporation formerly named More-O Corporation, (c)
the other assets identified in that certain Security Agreement dated as of
January 1, 2002 between Debtor and Secured Party, and (d) all proceeds
(including insurance proceeds) from the sale, disposition, or other
hypothecation of all or any part of the aforesaid assets.

     Dated as of the __ day of April, 2002.





                                    --------------------------------
                                    J. Michael Moore

AGREEMENT - Page 19


<PAGE>

                                 PROMISSORY NOTE

$288,788.51                                                       April 21, 2002



     DCRI L.P. No. 2, Inc., a Texas corporation whose business address is 10670
N. Central Expressway, Suite 600, Dallas, Texas 75231 ("Maker") promises to pay
to the order of Diversified Corporate Resources, Inc., a Texas corporation
("Payee") at 10670 N. Central Expressway, Suite 600, Dallas, Texas 75231
("Payee"), or at such other place as may be designated in writing by Payee, Two
Hundred Eighty-Eight Thousand Seven Hundred Eighty-Eight Dollars and 51/100
($288,788.51) together with interest on the principal balance from time to time
remaining unpaid at the rates hereinafter provided.

     This Note shall mature on March 31, 2010 ("Maturity Date"). Prior to the
Maturity Date, the principal amount of the Note shall be due and payable in
annual installments of $50,000.00 with each installment payable on or before
March 31st of each year during the term of this Note with the first installment
due on or before March 31, 2005. All outstanding payments of principal and
interest shall be due and payable on the Maturity Date.

     Interest on the principal balance hereof from time to time remaining unpaid
shall be payable at the per annum rate equal to the prime rate of interest (as
herein determined) plus one-eighth of one percent (0.125%), but in no event
shall the interest rate payable by the Maker exceed the highest lawful rate of
interest. For purposes hereof, the prime rate of interest payable by the Maker
shall be based upon the prime rate of interest being charged from time to time
by such national banking association in Dallas, Texas as shall be selected by
the Payee.





AGREEMENT - Page 20


<PAGE>

     During the term of this Note, all accrued and unpaid interest on the unpaid
principal amount of this Note shall be due and payable on a quarterly basis with
each payment due on or before the last day of the months of March, June,
September and December; the first quarterly interest payment shall be due on
June 30, 2002.

     Maker shall be entitled to prepay this Note in whole or part at any time
without penalty. All payments shall be applied first to accrued and unpaid
interest and the balance, if any, to principal.

     All past due principal and interest on this Note shall bear interest at the
rate of twelve percent (12%) per annum from maturity until paid, but in no event
in excess of interest at the highest lawful rate.

     The entire unpaid balance of, and accrued interest on, this Note shall
become due and payable, at the option of the Payee, if Maker shall fail to
timely make any payment of principal on this Note, and such failure shall
continue for a period of forty-five (45) days following the date written notice
from Maker to the Payee is received by Maker. Such failure or refusal of Maker
to make any payments of principal or interest with respect to this Note within
forty-five (45) days such written notice shall constitute an event of default.

     If this Note is placed in the hands of an attorney for collection, or if it
is collected through any legal proceedings, Maker agrees to pay court costs,
attorney's fees and other costs of collection of the holder hereof.

     Neither the failure by the holder hereof to exercise, nor delay by the
holder hereof in exercising, the right to accelerate the maturity of this Note
or any other right, power or remedy upon any default shall be construed as a
waiver of such default or as a waiver of the right to exercise any such right,
power or remedy at any time.



AGREEMENT - Page 21


<PAGE>

     This Note may not be changed, extended or terminated except in writing. No
waiver of any term or provision hereof shall be valid unless in writing signed
by an officer of Payee designated by the Board of Directors of the Payee.

     Regardless of any provision contained herein, or in any document executed
in connection herewith, Payee shall never be entitled to receive, collect, or
apply, as interest on the indebtedness evidenced hereby, any amount in excess of
the maximum rate permitted by law, and in the event payee ever receives,
collects, or applies, as interest, any such excess, such amount which would be
excessive interest shall be deemed a partial prepayment of principal and treated
hereunder as such; and if, the principal hereof is paid in full, any remaining
excess shall be refunded to Maker.

     Any notices required or permitted by this Note shall be made at the
addresses set forth above, or at such other address as shall be reflected in
written notice to the other party.

     This Note has been executed and delivered and shall be construed in
accordance with and governed by the laws of the State of Texas.


                                        MAKER:

                                        DCRI L.P. No. 2, Inc.



                                        By: __________________________
                                               J. Michael Moore, CEO



AGREEMENT - Page 22


<PAGE>

                       AFFIDAVIT OF LOST STOCK CERTIFICATE

STATE OF TEXAS        ss.
                      ss.
COUNTY OF DALLAS      ss.


     BEFORE ME, the undersigned authority, on this day personally appeared J.
Michael Moore (the "Shareholder"), who, being by me first duly sworn, on oath
deposed and said:

     1. The name and address of the Shareholder is as follows: J. Michael
        Moore, 10670 N. Central Expressway, Suite 600, Dallas, Texas 75231.

     2. The Shareholder is the rightful owner of 850,000 shares of common stock,
$1.00 par value per share (the "Shares") of Pursuant technologies, Inc., a Texas
corporation (the "Company"), represented by stock certificate No. 056 (the
"Missing Certificate"), registered in the name of J. Michael Moore, the
Shareholder.

     3. Despite a diligent search, the Shareholder has not been able to find the
Missing Certificate and does not know where the same may be. The Shareholder has
not sold, assigned, pledged, transferred, deposited under any agreement or in
any other manner transferred or attempted to transfer the Missing Certificate,
any of the Shares, or any interest therein, and the Shareholder has not executed
any power of attorney or other authorization to transfer or otherwise deal with
either the Missing Certificate or any of the Shares. No person, firm,
corporation, association, entity or group, other than the Shareholder, has any
right, title, claim, equity or interest in, to or respecting either the Missing
Certificate or any of the Shares.

     4. The Shareholder hereby requests, and this instrument is made for the
purpose of inducing, the Company to issue a new stock certificate or
certificates, registered in the name of the Shareholder, representing the Shares
in replacement of the Missing Certificate. In the event that the Missing
Certificate is found, the Shareholder shall promptly forward the same to the
Company for cancellation.

     5. In consideration of the compliance by the Company with the foregoing
request, the Shareholder agrees to indemnify, defend and hold harmless the
Company, its shareholders, directors, officers, employees and affiliates, and
their respective representatives, successors and assigns of each of them, from
and against any and all liability, loss, damage or expense that any of



AGREEMENT - Page 23

<PAGE>

them may incur or sustain in connection with or arising out of their compliance
with the foregoing request.

     EXECUTED on this _____ day of April, 2002.

                                            -----------------------------------
                                                     J. Michael Moore

     SUBSCRIBED AND SWORN TO BEFORE ME, a notary public, in and/or for the State
of Texas, to certify which witness my hand and seal of office this _____ day of
April, 2002.

     IN WITNESS WHEREOF, I have hereunto set my hand and official seal.



                                           -------------------------------------
                                                Notary Public, State of Texas


My Commission Expires:


---------------------




AGREEMENT - Page 24


<PAGE>

                       CONDITIONAL STOCK POWER ASSIGNMENT

     FOR VALUE RECEIVED, J. Michael Moore (herein referred to as "Assignor"),
hereby sells, transfers, assigns and delivers unto Diversified Corporate
Resources, Inc., a Texas corporation, (the "Company") 25,000 shares of common
stock of the Company, issued by the name of Assignor and represented by stock
certificate number 1445. Assignor hereby irrevocably constitutes and appoints
the Secretary of the Company as attorney-in-fact to transfer the said stock on
the books of the Company with full power of substitution in the premises.
Provided, however, that this Stock Power is subject to the terms and conditions
set forth in the Security Agreement by and between Company and Assignor of even
date herewith. Provided further that this Stock Power shall not be effective
until and unless the occurrence of a Default as defined in the Security
Agreement.

                                                   -----------------------------
                                                   J. Michael Moore



AGREEMENT - Page 25


<PAGE>

                       CONDITIONAL STOCK POWER ASSIGNMENT

     FOR VALUE RECEIVED, J. Michael Moore (herein referred to as "Assignor"),
hereby sells, transfers, assigns and delivers unto Diversified Corporate
Resources, Inc., a Texas corporation, (the "Company") 432,000 shares of common
stock of Pursuant Technologies, Inc., a Texas corporation formerly named More-O
corporation ("Pursuant"), issued by the name of Assignor and represented by
stock certificate number _____. Assignor hereby irrevocably constitutes and
appoints the Secretary of Pursuant as attorney-in-fact to transfer the said
stock on the books of the Company with full power of substitution in the
premises. Provided, however, that this Stock Power is subject to the terms and
conditions set forth in the Security Agreement by and between Company and
Assignor of even date herewith. Provided further that this Stock Power shall not
be effective until and unless the occurrence of a Default as defined in the
Security Agreement.

                                                   -----------------------------
                                                   J. Michael Moore




AGREEMENT - Page 26

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>19
<FILENAME>dex21.txt
<DESCRIPTION>LIST OF SUBSIDIARIES
<TEXT>
<PAGE>
                                                                      EXHIBIT 21

             DIVERSIFIED CORPORATE RESOURCES, INC. AND SUBSIDIARIES

                                  SUBSIDIARIES

Information Systems Consulting Corporation                             Texas
Management Alliance Corporation                                        Texas
Management Alliance Group of Independent Consultants, Inc.             Texas
Preferred Funding Corporation                                          Texas
Train International, Inc.                                              Texas
Searchnet International, Inc.                                          Texas
Texcel Services, Inc.                                                  Texas
Geier Assessment and Performance Systems, Inc.                         Texas
MAGIC Northeast, Inc.                                                  Delaware
Mountain, LTD.                                                         Maine
Mountain Services, Inc.                                                Delaware
Datatek Group Corporation                                              Texas
Alpine Overland & Wireless Company                                     Canada
Alpine Overland & Wireless Ltd.                                        Maine

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>20
<FILENAME>dex231.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS LLP
<TEXT>
<PAGE>

                                                                    EXHIBIT 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (File Nos. 333-27867 and 333-56671) of Diversified
Corporate Resources, Inc. and Subsidiaries of our reports dated March 30, 2001
relating to the consolidated financial statements and financial statement
schedule, which appears in this Form 10-K.

PricewaterhouseCoopers LLP

Dallas, Texas
April 23, 2002


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>21
<FILENAME>dex232.txt
<DESCRIPTION>CONSENT OF WEAVER AND TIDWELL, LLP
<TEXT>
<PAGE>
                                                                    EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (File Nos. 333-27867 and 333-56671) of Diversified
Corporate Resources, Inc. and Subsidiaries of our reports dated April 10, 2001
relating to the consolidated financial statements and financial statement
schedule, which appears in this Form 10-K.

Weaver and Tidwell, LLP

Dallas, Texas
April 23, 2002

</TEXT>
</DOCUMENT>
</SUBMISSION>
