VALIDITY GUARANTY

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Exhibit 10.2

VALIDITY GUARANTY

Dated as of December ___, 2002

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

THIS VALIDITY GUARANTY ("Guaranty"), effective as of the above date, sets

forth the terms and conditions upon which the undersigned (whether one or more

in number, referred to herein as "we," "us" or "our" and whom, if two or more in

number, shall be jointly and severally bound) agrees to guaranty certain

agreements entered into by you:

1. Underlying Facts.

(a) You have agreed to enter into a certain Loan and Security Agreement

of even date herewith (the "Agreement") with DIVERSIFIED CORPORATE RESOURCES,

INC., a Texas corporation ("Borrower") and its subsidiaries (each a "Credit

Party" and, collectively, the "Credit Parties"), pursuant to which you will make

loans against and be granted a security interest in various accounts receivable

of the Credit Parties ("Financed Accounts Receivable").

(b) Borrower has executed and delivered to you the Agreement and other

documents executed in connection therewith (the "Loan Documents").

(c) You require as a condition of entering into the Agreement that we

execute and deliver this Guaranty.

2. Amount of Guaranty. In order to induce you to enter into the Agreement

with the Credit Parties, we absolutely and unconditionally guarantee to you the

due and prompt payment and performance of any and all indebtedness, liabilities

and obligations of any Credit Party to you which arise out of, and to the extent

of: (a) the failure of any Credit Party to remit funds it receives on any

Financed Accounts Receivable during the period of time prior to ten (10) days

from the date that you receive written notice from the Borrower that J. Michael

Moore ("Moore") is no longer an officer of the Borrower, and/or (b) any loss on

any Financed Accounts Receivable that is incurred due to the fraud or

misrepresentation of any Credit Party or any officers, directors, agents,

employees or representatives of any Credit Party (collectively, the

"Obligations"). In addition, we shall pay you all costs incurred, including

reasonable attorneys' fees, in enforcing payment and performance of this

Guaranty.

3. Your Authority. You may from time to time without notice to us and/or

without our consent and upon such terms and conditions as you may deem advisable

without affecting this Guaranty:

(a) release any Credit Party, any maker, guarantor, surety or other

person liable for payment of all or any part of the Obligations;

(b) make any agreement extending or otherwise altering the time for or

the terms of payment of all or any part of the Obligations;

(c) modify, waive, forbear, compromise, release, subordinate, resort to,

exercise or refrain from exercising any right you may have hereunder, or under

any of the Loan Documents;

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

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

other party;

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

(g) make loans or give or extend further or additional credit to or for

the benefit of any Credit Party;

(h) release, settle or compromise any of your claims against any Credit

Party or any other person, firm, corporation, guarantor, or account debtor whose

obligation is held by you as collateral security for the Obligations;

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

(j) amend the Agreement whether or not such amendment increases the

likelihood of our liability under this Guaranty.

4. Our Waivers. We unconditionally and absolutely waive:

(a) any obligation you may have to protect, secure or insure any of the

collateral given to secure the payment of the Obligations or to ensure any

Credit Party's compliance with any such obligation imposed on any Credit Party

under the Loan Documents;

(b) any right to participate in any of the collateral given as security

for the payment under the terms of the Agreement;

(c) notice of your acceptance of this Guaranty;

(d) any right to notice of presentment, notice of demand for payment,

notice of non-performance, protest, notice of protest and notice of dishonor,

notice of non-payment and notice of partial payment;

(e) any right to notice of any default under any of the Loan Documents

or in the performance of any of the covenants and agreements contained therein

or in any instrument given as security for the transactions contemplated in the

Agreement;

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

(g) any limitation or exculpation of liability on the part of any Credit

Party whether contained in the Loan Documents or otherwise;

(h) the right to notice and the right to consent or object to the

transfer or sale by any Credit Party of any collateral or any diminution in

value of any collateral or any release of any collateral;

(i) any defense, offset or claim of lack of commercial reasonableness in

the method, manner, time, place and terms of the disposition of collateral given

as security for the Obligations;

(j) any failure, neglect or omission on your part to realize upon or

protect the Obligations or any collateral given as security therefor;

(k) any right to insist that you prosecute collection of the Obligations

or resort to any collateral given as security for the Obligations or to proceed

against any Credit Party or against any other guarantor or surety prior to

enforcing this Guaranty; provided, however, in your sole discretion you may,

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either in a separate action or in an action pursuant to this Guaranty, pursue

your remedies against any Credit Party or any other guarantor or surety, without

affecting your rights under this Guaranty;

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

(k) above;

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

Loan Documents;

(n) any right relating to notice or any order, method or manner of

application of any payments on the Obligations; and/or

(o) any right to insist that you disburse the full principal amount due

under the Loan Documents to any Credit Party or the order, method, manner or

amounts disbursed pursuant to the Loan Documents.

5. Our Revocation. This Guaranty shall remain in full force and effect and

be binding upon us and shall inure to your benefit until thirty (30) days after

the date this Guaranty is expressly terminated by notice in writing delivered

personally to or received by registered mail by you at 1301 W. Long Lake, Suite

190, Troy, Michigan 48098, or such other address you specify in writing to us;

provided, however, that this Guaranty shall remain in full force and effect

regardless of such termination with respect to all Obligations in existence on

the date of such termination (including any subsequent extension, renewal,

modification, amendment or compromise thereof and all subsequently accruing

interest and other charges thereon) until all such Obligations are fully

satisfied and paid to you. In the absence of any termination of this Guaranty in

accordance with the provisions of this Section 5, we agree that until all

Obligations and our obligations under this Guaranty are satisfied, this Guaranty

shall remain in full force and effect notwithstanding that from time to time any

Credit Party may be free from all Obligations.

6. Additional Waivers. We will not assert against you and do hereby

unconditionally and absolutely waive all defenses of any Credit Party and any

defenses we may have against you, including, but not limited to, defenses of

waiver, release, discharge, bankruptcy, statute of limitations, res judic