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                                                                   EXHIBIT 10.32


                                   WAREFORCE
                             1700 E. ROSECRANS AVE.
                           Manhattan Beach, CA 90266



January 3, 2001


The Shaar Fund Ltd.
c/o Levinson Capital Management
Two World Trade Center
New York, NY 10048


Dear Mr. Levinson:


     This letter sets forth the oral agreement that was reached between The
Shaar Fund Ltd. ("Shaar"), Wareforce.com, Inc. ("Wareforce") and Orie Rechtman
on or about November 13, 2000.

     As you know, Wareforce is currently in default of Section 2(a) of the
Registration Rights Agreement dated May 2, 2000 between Shaar and Wareforce
(the "RRA") and is obligated to pay Shaar liquidated damages under Section 2(b)
of the RRA. Subject to the terms of this letter Agreement, Shaar has agreed to
waive Wareforce's obligation to pay the liquidated damages that accrue through
February 12, 2001 under Section 2(b) of the RRA.

     In consideration of Shaar waiving Wareforce's obligation to pay the
liquidated damages that accrue through February 12, 2001 for the default
mentioned above, Mr. Rechtman has agreed to place into escrow in favor of Shaar
342,800 shares of Wareforce common stock which he personally holds (the
"Escrowed Shares"). Both Shaar and Mr. Rechtman agree that Interwest Transfer
Company ("Interwest") will be the escrow agent for this transaction, and
Interwest has agreed to act in such capacity.

     If Wareforce cures its default under Section 2(a) of the RRA by February
12, 2001, Interwest will return the Escrowed Shares to Mr. Rechtman subject to
the penultimate paragraph of this letter.

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     If Wareforce does not cure its default under Section 2(a) of the RRA by
February 12, 2001, Interwest will deliver the Escrowed Shares to Shaar.

     Except as set forth above, Shaar does not waive any other breach or
default by Wareforce under any agreement between Shaar and Wareforce.

     In the event of a dispute between the parties hereto, Interwest, as the
escrow agent, shall be entitled, at its sole discretion, to interplead the
Escrowed Shares and/or cash or other escrowed items, to any federal court whose
districts encompass any part of the City of New York or any state court of the
State of New York sitting in the City of New York. The parties hereto agree to
hold Interwest, its officers, agents and employees harmless for such action. In
the event that Interwest determines that it is prudent to file the
interpleader, Wareforce agrees to pay all costs, reasonable attorney's fees and
expenses, incurred by Interwest, for taking such action.

     This letter agreement shall be governed by and interpreted in accordance
with the laws of the State of New York. Each of the parties consents to the
jurisdiction of the federal courts whose districts encompass any part of the
City of New York or the state courts of the State of New York sitting in the
City of New York in connection with any dispute arising under this Agreement
and hereby waives, to the maximum extent permitted by law, any objection
including any objection based on forum non conveniens, to the bringing of any
such proceeding in such jurisdictions.

     No modification of this letter shall be deemed effective unless signed in
writing by each of the parties hereto. Wareforce shall pay all expenses
incurred by Interwest.

     Mr. Rechtman hereby directs Interwest to place the Escrowed Shares into
escrow. Mr. Rechtman directs Interwest to deliver the Escrowed Shares to Shaar
upon Interwest's receipt of written notice from Shaar, to be delivered by Shaar
within 7 days of February 13, 2001, that Warefoce continues to be in default of
Section 2(a) of the RRA. It is understood by all parties hereto that the notice
set forth in the previous sentence is the only notice that Interwest needs to
receive in order to deliver the Escrowed Shares to Shaar. If Interwest does not
receive such written notice from Shaar within 7 days of February 13, 2001, it
shall deliver the Escrowed Shares to Mr. Rechtman.


                            [SIGNATURE PAGE FOLLOWS]

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     Please sign this letter where indicated below to evidence your agreement to
these terms, and return this letter to Don Hughes via facsimile at (312)
725-2258, whereupon this letter will become a binding agreement between us.


                                     WAREFORCE.COM, INC.



                                     By: /s/ Orie Rechtman
                                         -----------------------------
                                         Name: Orie Rechtman
                                         Title: CEO


AGREED TO AND ACCEPTED BY
AS OF THE DATE FIRST WRITTEN ABOVE:

/s/ Orie Rechtman
---------------------------------
Orie Rechtman


Interwest Transfer Company


By: /s/ Kurtis D. Hughes
    -----------------------------
    Name: Kurtis D. Hughes
    Title: V.P.



The Shaar Fund Ltd.

By: Levinson Capital Management


   By: /s/ Sam Levinson
       -----------------------------
       Name:  Sam Levinson
       Title: Managing Director