Exhibit 10.48
WELLS
FARGO
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GUARANTY BY CORPORATION
This Guaranty, dated as
December 1, 2003 is made by Diversified Corporate Resources,
Inc., a Texas corporation (the “Guarantor”), for the
benefit of Wells Fargo Business Credit, Inc., a Minnesota
corporation (with its successors and assigns, the
“WFBCI”,).
WFBCI and Management Alliance
Corporation, a Texas corporation (the “Customer”), are
parties to an Account Purchase Agreement dated December 1,
2003 (the “Agreement”) herewith pursuant to which WFBCI
shall purchase accounts receivable from the Customer and may make
financial accommodations to the Customer.
As a condition to entering into the
Agreement and extending such accommodations to the Customer, WFBCI
has required the execution and delivery of this
Guaranty.
ACCORDINGLY, the Guarantor, in
consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, hereby agrees as follows:
1. Definitions . All
terms defined in the Agreement that are not otherwise defined
herein shall have the meanings given them in the
Agreement.
2. Indebtedness Guaranteed
. The Guarantor hereby absolutely and unconditionally
guarantees to WFBCI the full and prompt payment when due, whether
at maturity or earlier by reason of acceleration or otherwise, of
each and every sum now or hereafter owing to WFBCI by the Customer,
including but not limited to, debts, liabilities and obligations
arising out of purchases of property, financial accommodations, or
other transactions with the Customer or for the Customer’s
account or out of any other transaction or event, owed to WFBCI, in
each case whether now existing or hereafter arising, whether
arising directly in a transaction or event involving WFBCI or
acquired by WFBCI from another by purchase or assignment or as
collateral security, whether owed by the Customer as drawer, maker,
endorser, accommodation party, guarantor, principal, surety or as a
member of any partnership, syndicate, association or group or in
any other capacity, whether absolute or contingent, direct or
indirect, primary or secondary, sole, joint several or joint and
several, secured or unsecured, due or not due, contractual,
tortuous or statutory, liquidated or unliquidated, arising by
agreement or imposed by law or otherwise (all of said sums being
hereinafter called the “Indebtedness”).
3. Guarantor’s
Representations and Warranties . The Guarantor represents
and warrants to WFBCI that (i) the Guarantor is a corporation, duly
organized and existing in good standing and has full power and
authority to make and deliver this Guaranty; (ii) the execution,
delivery and performance of this Guaranty by the Guarantor have
been duly authorized by all necessary action. of its directors as
required by the by-laws of the Guarantor and do not and will not
violate the provisions of, or constitute a default under, any
presently applicable law or its articles of incorporation or bylaws
or any agreement presently binding on it; (iii) this Guaranty has
been duly executed and delivered by the authorized officers of the
Guarantor and constitutes its lawful, binding and legally
enforceable obligation; and (iv) the authorization, execution,
delivery and performance of this Guaranty do not require
notification to, registration with, or consent or approval by, any
federal, state or local regulatory body or administrative
agency. The Guarantor represents and wan-ants to WFBCI that
the Guarantor has a direct and substantial economic interest in the
Customer and expects to derive substantial benefits therefrom and
from any purchases of property, financial accommodations,
discounts, and other transactions and events resulting in the
creation of the Indebtedness guarantied hereby, and that this
Guaranty is given for a corporate purpose. ‘ne
Guarantor agrees to rely exclusively on the right to revoke this
Guaranty prospectively as to future transactions, in accordance
with paragraph 4, if at any time, in the opinion of the directors
or officers, the benefits then being received by the Guarantor in
connection with this Guaranty are not sufficient to warrant the
continuance of this Guaranty as to the future Indebtedness of the
Customer. Accordingly, so long as this Guaranty is not
revoked prospectively in accordance with paragraph 4, WFBCI may
rely conclusively on a continuing warranty, hereby made, that the
Guarantor continues to be benefited by this Guaranty and WFBCI
shall have no duty to inquire into or confirm the receipt of any
such benefits, and this Guaranty shall be effective and enforceable
by WFBCI without regard to the receipt, -nature or value of any
such benefits.