<PAGE>


                                                                   Exhibit 10.54



                            ASSET PURCHASE AGREEMENT

                                   DATED AS OF

                                NOVEMBER 2, 2001

                                 BY AND BETWEEN

                             BLM TECHNOLOGIES, INC.

                                       AND

                             WAREFORCE INCORPORATED

                            ASSET PURCHASE AGREEMENT

        Asset Purchase Agreement (the "Agreement") dated as of November 2, 2001
(referred to herein as the "Closing Date" or the "Effective Date"), by and
between Wareforce Incorporated, a California corporation ("Seller") and BLM
Technologies, Inc., a Minnesota corporation ("Buyer").

               Whereas, Seller conducts various computer-related businesses
               including a business (the "Business") which sells response
               services primarily to various Mid-western and Florida entities
               and is more commonly known as Seller's Response Services division
               and includes all employees of the Seller's Response Services
               division and other Branch-associated services personnel; and

               Whereas, Buyer desires to purchase certain assets of the Business
               from Seller, and Seller desires to sell certain assets of the
               Business to Buyer, upon the terms and subject to the conditions
               hereinafter set forth;

        Now, therefore, in consideration of the foregoing and the
representations, warranties, covenants and agreements herein contained, the
parties hereto agree as follows:

                              1. PURCHASE AND SALE

     a.   Purchase and Sale. Upon the terms and subject to the conditions of
          this Agreement, Buyer agrees to purchase from Seller and Seller agrees
          to sell, transfer, assign and deliver, or cause to be sold,
          transferred, assigned and delivered, to Buyer at closing on the
          Closing Date, certain of the Seller's then existing assets as they
          relate to the Business, as a going concern reflected on the attached
          Schedule 1.1 "Purchased Asset Schedule" dated as of September 30,
          2001, with such changes therein that have occurred in the ordinary
          course of the Seller's business between September 30, 2001 and the
          Closing Date ("Purchased Assets"). In addition, Seller shall assign to
          Buyer all of the existing service agreements of the Business as of the
          Closing Date.

<PAGE>

            i.    The Purchased Assets Shall specifically include as the same
                  may exist on the Closing Date, all the assets of the Business
                  listed on the enclosed schedules summarized as follows. Only
                  assets appearing on the Schedules shall be considered
                  Purchased Assets:

                        a.    office equipment at the various Response Services
                              locations of the Seller including, without
                              limitation, Seller's telephone system, computer
                              systems, tools and supplies of Seller's repair
                              department, advertising signs, catalogs and sales
                              literature;

                              See Schedule 1.1.4 - Fixed Assets

                        b.    leasehold improvements at the various Response
                              Services locations of the Seller not deemed to be
                              the property of Seller's landlord including,
                              without limitations, trade fixtures;

                              See Schedule 1.1.4 - Fixed Assets

                        c.    all of the Seller's inventories relating to the
                              Business, including without limitation, all raw
                              materials, work in process and office and other
                              supplies, whether on-site, held at any location
                              controlled by Seller or in transit to Seller;

                              See Schedule 1.1.3 - Inventories

                        d.    all of the prepaid expenses, and unbilled costs
                              and fees of Seller relating to the Business;

                              See Schedule 1.1.5.1 - Prepaids

                        e.    all goodwill associated with the Business and the
                              Purchased Asset together with the right to
                              represent to third parties that Buyer is the
                              successor to the Business and

                        f.    any deposits made by Seller in conjunction with
                              the Business including but not limited to Security
                              Deposits for leased premises and/or equipment.

                              See Schedule 1.1.5.2 Deposits

                        g.    petty cash in possession of Buyer at Closing Date
                              which equals $500.00 or less.

                        h.    Accounts receivable

                  1.    See Schedule 1.1.2 Accounts Receivable

            ii.   However, regardless of anything to contrary contained herein,
                  the Purchased Assets shall not include:

                  1.    all of the cash and cash equivalents of Seller, except
                        petty cash not to exceed $500.

<PAGE>


                  2.    except for those listed on Schedule 1.1 attached hereto,
                        all of Seller's accounts and receivables as of the
                        closing date, including without limitation to accounts
                        receivable, loans receivable, and advances due from
                        customers, vendors, manufacturers, employees and others;
                        and the right to receive all payments, rights, and
                        privileges of Seller arising under the accounts and
                        receivables

                  3.    all rebates, price protection, marketing development
                        funds, or special incentives due or earned from
                        manufacturers and vendors by Seller prior to Closing;

                  4.    all of the trade names, service marks, trademarks,
                        patents, trade secrets, copyrights, and other
                        intellectual property rights of Seller, whether
                        registered, or unregistered;

                  5.    all computer software and related licenses of Seller,
                        except for the specific software currently residing on
                        computers purchased by Buyer under this agreement
                        including FieldPro;

                  6.    all internet domain names, URL's, web pages and all
                        programming of such web pages; and

                  7.    all of the books and records of the Seller, except that
                        the Seller will provide the Buyer with certain records
                        relating solely to the Business.

     b.   Assumption of Liabilities. Upon the terms and subject to the
          conditions of this Agreement, Buyer and Seller agree that Buyer shall
          assume only those liabilities of the Business as shown on the attached
          Schedule 1.2 "Assumed Liabilities" dated as of September 30, 2001
          ("Assumed Liabilities").

     c.   Excluded Liabilities. Notwithstanding any provision in this Agreement
          or any other writing to the contrary, Buyer is assuming only the
          Assumed Liabilities and is not assuming any other liability or
          obligation of Seller (or any predecessor owner of all or part of its
          business and assets) of whatever nature, whether presently in
          existence or arising hereafter. All such other liabilities and
          obligations shall be retained by and remain obligations and
          liabilities of Seller. Specifically, Buyer shall not assume or be
          liable for any liability of Seller in respect of:

            i.    Any profit derived from the sale provided for by this
                  Agreement;

            ii.   The preparation or filing of any tax returns in the payment of
                  any taxes, license fees, or any other charges levied,
                  assessed, or imposed upon the Seller's business or property
                  before the Closing Date, except that Buyer shall be
                  responsible for any amounts shown to be accrued and owing for
                  sales and use taxes on Schedule 1.2;

            iii.  Any state, local or federal taxes resulting from the sale of
                  the assets contemplated by this transaction; and

            iv.   Any liabilities in respect of the Seller's line of credit for
                  the Business in existence

<PAGE>

                  immediately prior to the Closing Date.

            v.    Any liability in respect of Seller's employees which accrue or
                  occur on or before the Closing Date with the exception of
                  those liabilities of the Business as shown as the attached
                  Schedule 1.2 "Assumed Liabilities Schedule" dated as of
                  September 30, 2001. Specifically, the parties agree that
                  Seller shall pay employees of the Business through the Closing
                  Date and Buyer shall, as of the Closing Date, shall become
                  responsible for all (i) accrued vacations, (ii) accrued
                  salaries, and (iii) accrued commissions as itemized on
                  Schedule 1.2.

     d.   Equity Neutral. Notwithstanding anything else contained in this
          Agreement, should

            i.    the value of the Purchased Assets as recorded on Schedule 1.1
                  be greater than the value of the Assumed Liabilities as
                  recorded on Schedule 1.2 PLUS $25,000, then the principal
                  amount of the Firm Note in Section 1(e)(iii)(2) below shall be
                  increased by the amount that the Purchased Assets exceeds the
                  sum of Assumed Liabilities PLUS $25,000. For example, if the
                  value of the Purchased Assets is $100,000 and the value of the
                  Assumed Liabilities is $10,000, then the principal amount of
                  the Firm Note shall be increased by $65,000 ($100,000 -
                  ($10,000 + $25,000)); or

            ii.   the value of the Purchased Assets as recorded on Schedule 1.1
                  PLUS $25,000 be less than the value of the Assumed Liabilities
                  as recorded on Schedule 1.2, then the principal amount of the
                  Firm Note in Section 1(e)(iii)(2) below shall be decreased by
                  the amount that the sum of the Purchased Assets PLUS $25,000
                  is less than the Assumed Liabilities. For example, if the
                  value of the Purchased Assets is $10,000 and the value of the
                  Assumed Liabilities is $100,000, then the principal amount of
                  the Firm Note shall be decreased by $65,000 ($100,000 -
                  ($10,000+$25,000)).

            iii.  In no event shall the amount of the Firm Note increase or
                  decrease called for in this Section 1(d) be greater than
                  $100,000.

            iv.   The valuations contemplated in this Section shall be finalized
                  and agreed to as part of the Final Accounting described infra
                  at Section 8(b).

     e.   Purchase Price.

            i.    The purchase price for the Purchased Assets (the "Purchase
                  Price") shall be $425,000 plus a percentage of future profits
                  as more fully defined in the Contingent Note below.

            ii.   The Purchase Price shall be allocated among the Purchased
                  Assets as agreed by the parties, such agreement to be
                  completed prior to the day of closing. Buyer and Seller shall
                  reflect such allocation in any filing pursuant to Section 1060
                  of the Internal Revenue Code or any regulation thereafter.

            iii.  The Purchase Price shall be paid by Buyer to Seller as
                  follows:

                  1.    Cash

                        a.    One payment at Closing of ONE HUNDRED AND TWENTY
                              THOUSAND DOLLARS AND NO CENTS ($120,000.00);


<PAGE>

                  2.    Firm Note

                        a.    In the amount of THREE HUNDRED AND FIVE THOUSAND
                              DOLLARS AND NO CENTS ($305,000.00) with an
                              interest rate equal to the prime rate as published
                              in the Wall Street Journal on the Closing Date and
                              payable in forty-eight (48) equal monthly payments
                              with the first payment being due February 1, 2002
                              and the remaining payments being due on the 1st of
                              each month.

                        b.    Buyer shall evidence its indebtedness under this
                              Section by means of executing a Promissory Note, a
                              copy of which is attached as Exhibit B and secured
                              by a Security Agreement, a copy of which is
                              attached as Exhibit C.

                  3.    Contingent Note

                        a.    In the amount of up to FIVE HUNDRED SEVENTY FIVE
                              THOUSAND DOLLARS AND NO CENTS ($575,000.00),
                              payable based on the Business' Earnings Before,
                              Amortization and Taxes ("EBAT"), (but excluding
                              costs for asset write-offs, other non-operating
                              expenses, salaries of any employee, consultant,
                              director or the like of Buyer who are not employed
                              by Buyer or Seller on the Closing Date and who are
                              also shareholders of Buyer without the prior
                              written consent of the Seller and other expenses
                              not related to the ordinary operation of the
                              Business), as measured by Generally Accepted
                              Accounting Principles (except that for purposes of
                              the calculation of EBAT hereunder, salaries of any
                              employee, consultant, director or the like of
                              Buyer who are also shareholders of Buyer shall be
                              initially calculated as of the amount such person
                              was earning on the Closing Date, and subsequently
                              calculated as of the amount such person was
                              earning on the Closing Date plus 5% for each year
                              after the Closing Date or the actual salary,
                              whichever is lower). Contingent Note payments, if
                              any, shall be according to the following schedule:


                              If EBAT is less than $50,000.00, no payment shall
                         be due;


                              If EBAT is equal to or greater than $50,000.00 but
                         less than $75,000.00, then Buyer shall pay to Seller
                         ten percent (10%) of the amount by which EBAT exceeds
                         $50,000.00;

                              If EBAT is equal to or greater than $75,000.00 but
                         less than $100,000.00, then Buyer shall pay to Seller
                         fifteen percent (15%) of the amount by which EBAT
                         exceeds $50,000.00; or

                              If EBAT is greater than $100,000.00, then Buyer
                         shall pay to Seller twenty-five percent (25%) of the
                         amount by which EBAT


<PAGE>

                         exceeds $50,000.00.

                        b.    Contingent Note payments, if any, shall be made in
                              each of the Buyer's four (4) full Fiscal Years
                              following the Closing Date. Buyer's Fiscal Year
                              ("Fiscal Year") shall be the period of time
                              beginning on the first day of November and
                              continuing through the last day of October,
                              commencing in the year 2001, and continuing
                              thereafter.

                        c.    Such amounts, if any are owed, shall be paid by
                              Buyer to Seller no later than 90 days following
                              the end of the Fiscal Year in which such EBAT was
                              earned.

                        d.    Buyer shall evidence its indebtedness under this
                              Section by means of executing a Promissory Note, a
                              copy of which is attached as Exhibit D and secured
                              by a Security Agreement, a copy of which is
                              attached as Exhibit E.

                        e.    In the event Buyer satisfies the Firm Note in full
                              within 1 year of the Closing Date, Seller shall
                              only be entitled to FIFTY PERCENT (50%) of the
                              amount calculated under the Contingent Note.

     f.   Closing. The closing (the "Closing") of the purchase and sale of the
          Purchased Assets and the assumption of the Assumed Liabilities
          hereunder shall take place simultaneously at the offices of Seller in
          El Segundo, California, and the offices of Buyer's legal counsel in
          St. Paul, MN at 2:00 PM Central Standard Time on November 2, 2001, or
          at such other time or place as Buyer and Seller may agree.

     g.   Seller and Buyer shall enter into an Assignment and Assumption
          Agreement substantially in the form attached hereto as Exhibit F, and
          Seller shall deliver to Buyer such general warranty deeds, bills of
          sale, endorsements, consents, assignments and other good and
          sufficient instruments of conveyance and assignment (the "Conveyance
          Documents") as the parties and their respective counsel shall deem
          reasonably necessary or appropriate to vest in Buyer all right, title
          and interest in, to and under the Purchased Assets.

     h.   Seller shall deliver to Buyer a certified copy of the resolution by
          the Seller's board of directors certifying that Seller has authorized
          the execution, delivery of performance and the transaction
          contemplated herein and authorizing the officers of Seller to execute
          this Agreement.

     i.   Seller shall provide to Buyer at closing a Certificate of Good
          Standing dated not more than thirty- (30) days prior to the Closing
          Date.

     j.   Seller will deliver to Buyer on the Closing Date an officer's
          certificate certifying that Seller has taken all corporate action
          necessary to authorize the transactions contemplated by this
          Agreement.

     k.   Buyer shall deliver to Seller a certified copy of the resolution by
          the Buyer's board of


<PAGE>

          directors certifying that Buyer has authorized the execution, delivery
          of performance and the transaction contemplated herein and authorizing
          the officers of Buyer to execute this Agreement.



     l.   Buyer will deliver to Seller on the Closing Date an officer's
          certificate certifying that Buyer has taken all corporate action
          necessary to authorize the transactions contemplated by this
          Agreement.

     m.   Seller shall have the right to audit the books and records of Buyer
          during normal business hours so long as the Buyer has any obligations
          to Seller outstanding under any promissory note.

     n.   Buyer shall provide to Seller at closing a Certificate of Good
          Standing dated not more than thirty-(30) days prior to the Closing
          Date.

                2. REPRESENTATIONS AND WARRANTIES OF THE SELLER

     a.   Seller hereby represents and warrants to Buyer that:

            i.    Organization and Good Standing. The Seller is a corporation
                  duly incorporated, validly existing and in good standing under
                  the laws of its jurisdiction of incorporation, and has all
                  corporate powers and all material governmental licenses,
                  authorizations, consents and approvals required to carry on
                  its business as now conducted.

            ii.   Corporate Authorization. The execution, delivery and
                  performance by Seller of this Agreement and the consummation
                  by Seller of the transactions contemplated hereby and thereby
                  are within Seller's corporate powers and have been duly
                  authorized by all necessary corporate action on the part of
                  Seller. This Agreement constitutes a valid and binding
                  agreement of Seller.

            iii.  Sufficiency of and Title to the Purchased Assets. On or before
                  Closing Date, Seller has good and marketable title to all of
                  the Purchased Assets, free and clear of all mortgages,
                  pledges, liens (including, without limitation, tax liens),
                  charges, security interest, claims, conditions, restrictions,
                  encumbrances and obligations, or any type, kind or nature
                  whatsoever. Seller is not a party to, nor are any of the
                  Assets bound by or subject to, any leases or other agreements
                  or instruments. To the best of Sellers knowledge, upon
                  consummation of the transactions contemplated hereby, Buyer
                  will have acquired good and marketable title in and to, or a
                  valid leasehold interest in, each of the Purchased Assets.

            iv.   Litigation. Seller is not currently a party to any litigation,
                  arbitration, or other claim adjudication process except as
                  identified on Exhibit A. Seller is not aware of any claims,
                  notice of claims, arbitration, investigation, hearing, or
                  other legal, administrative or governmental proceedings
                  related to the Purchased Assets or Seller.

            v.    Employee Benefit Plans, Etc. Except as disclosed in Exhibit A,
                  Seller is not a party to, and has not within the past five
                  years been a party to, any pension plan governed


<PAGE>

                  by the Employee Retirement Income Security Act of 1974
                  ("ERISA"). Seller acknowledges that as the Closing Date is
                  November 2, 2001, Buyer's employees who were Seller's
                  employees as of that date shall continue to be covered on
                  Seller's health insurance plans through November 30, 2001 and
                  Buyer agrees to reimburse Seller for any related out-of-pocket
                  costs associated with such coverage that do not exceed the
                  same expenses paid by the Seller for the preceding month.

            vi.   Customers. The books and records included in the Assets
                  contain a correct and complete list of each of the customers
                  of the Business who have purchased goods and/or services from
                  Seller during the three (3) year period ending on September
                  30, 2001. Seller has taken all commercially reasonable steps
                  to maintain the confidentiality of said customer lists.

            vii.  Disclosure. No representation or warranty made by Seller in
                  this Agreement or in any writing furnished or to be furnished
                  pursuant to or in connection with this Agreement knowingly
                  contains or will contain any untrue statement of a material
                  fact, or omits or will omit to state any material fact
                  required to make the statements herein or therein contained
                  not misleading. Seller has disclosed to Buyer all material
                  information known to Seller related to the Business, its
                  condition, operations and prospects.

            viii. Brokers. The Seller has retained the services of Wasmer
                  Business Services to provide certain services relating to the
                  sale of assets contemplated by this Agreement. Seller is
                  solely responsible for all consideration and compensation to
                  be paid to Broker and Seller shall indemnify Buyer for any
                  claims by Broker related to the purchase and sale contemplated
                  by this Agreement.

     b.   Warranties.

            i.    Seller has made no warranties to customers of the Business
                  other than customary implied warranties and those warranties
                  set forth on printed materials provided with the products sold
                  to such customers.

            ii.   Seller provides no representations or warranties as to the
                  conditions of the Purchased Assets and Buyer is buying them in
                  an "as is", "where is" condition.

                   3. REPRESENTATIONS AND WARRANTIES OF BUYER

     a.   Buyer hereby represents and warrants to Seller that:

            i.    Organization and Good Standing. Buyer is a corporation duly
                  incorporated, validly existing and in good standing under the
                  laws of Minnesota and is qualified in each jurisdiction where
                  the nature of its business or the ownership of property
                  requires such qualification except where such failure to
                  qualify shall not have a material adverse effect on the
                  business or financial ability of the Buyer and has all
                  corporate powers and all material governmental licenses,
                  authorizations, consents and approvals required to carry on
                  its business as now conducted;


<PAGE>

            ii.   Corporate Authorization. The execution, delivery and
                  performance by Buyer of this Agreement and the consummation by
                  Buyer of the transactions contemplated hereby are within the
                  corporate powers of Buyer and have been duly authorized by all
                  necessary corporate action on the part of Buyer and
                  constitutes a valid and binding agreement of Buyer enforceable
                  in accordance with its terms subject to the laws of bankruptcy
                  and those laws affecting creditors rights generally;

            iii.  No Violation of Other Agreements. Neither the execution and
                  delivery of the Purchase Agreement nor the consummation of the
                  transaction contemplated thereby (1) violates any provision of
                  the Articles of Incorporation or Bylaws (or other governing
                  instrument) of the Buyer; (2) breaches or constitutes a
                  default (or an event) that, with notice or lapse of time or
                  both, would constitute a default under any agreement of the
                  Buyer with any other person to the extent that any such
                  default would constitute a material adverse effect upon the
                  Company, or (3) violates any statute, law, regulation, or rule
                  or order applicable to the Buyer; and

            iv.   No Consents Required. No consent, approval or authorization
                  of, or declaration, filing, or registration with, any state or
                  federal authorities is required in connection with the
                  execution, delivery and performance of the Purchase Agreement
                  or the consummation of the transaction contemplated thereby.

                                 4. TAX MATTERS

     a.   Tax Definitions. The following terms, as used herein, have the
          following meanings:

            i.    "Code" means the Internal Revenue Code of 1986, as amended.

            ii.   "Post-Closing Tax Period" means any Tax period (or portion
                  thereof) ending after the Closing Date.

            iii.  "Pre-Closing Tax Period' means any Tax period (or portion
                  thereof) ending on or before the close of business on the
                  Closing Date.

            iv.   "Proration Date" means the Closing Date.

            v.    "Tax" means any net income, alternative or add-on minimum tax,
                  gross income, gross receipts, sales, use, ad valorem,
                  franchise, capital, paid-up capital, profits, greenmail,
                  license, withholding, payroll, employment, excise, severance,
                  stamp, occupation, premium, property, environmental or
                  windfall profit tax, custom, duty or other tax, governmental
                  fee or other like assessment or charge or any kind whatsoever,
                  together with any interest or any penalty, addition to tax or
                  additional amount imposed by any governmental authority
                  (domestic or foreign) responsible for the imposition of any
                  such tax.

     b.   Tax Cooperation: Allocation of Taxes.

            i.    Buyer and Seller agree to furnish or cause to be furnished to
                  each other, upon request, as promptly as practicable, such
                  information and assistance relating to the Purchased



<PAGE>

                  Assets as is reasonably necessary for the filing of all Tax
                  returns, and making of any election related to Taxes, the
                  preparation for any audit by any taxing authority, and the
                  prosecution or defense of any claim, suit or proceeding
                  relating to any Tax return. Seller and Buyer shall cooperate
                  with each other in the conduct of any audit or other
                  proceeding related to Taxes involving the Purchased Assets and
                  each shall execute and deliver such powers of attorney and
                  other documents as are necessary to carry out the intent of
                  this Section.

            ii.   All real property taxes, personal property taxes and similar
                  ad valorem obligations (except for those Taxes which are
                  accrued on Seller's financial statements delivered to Buyer
                  hereunder, which taxes shall constitute a portion of the
                  Assumed Liabilities) levied with respect to the Purchased
                  Assets for a taxable period which includes (but does not end
                  on) the Proration Date (collectively, the "Apportioned
                  Obligations") shall be apportioned between Seller and Buyer as
                  of the Proration Date and accrued on Seller's financial
                  statements delivered to Buyer hereunder based on the number of
                  days of such taxable period included in the Pre-Closing Tax
                  Period and the number of days of such taxable period included
                  in the Post-Closing Period. Seller shall be liable for the
                  proportionate amount of such taxes that is attributable to the
                  Pre-Closing Tax Period, and Buyer shall be liable for the
                  proportionate amount of such taxes that is attributable to the
                  Post-Closing Tax Period. Within ninety (90) days after the
                  Closing, Seller and Buyer shall present a statement to the
                  other setting forth the amount of the tax liability so accrued
                  under this Section (4)(b)(ii) together with such supporting
                  evidence as is reasonably necessary to calculate the proration
                  amount. The proration amount shall to the extent such
                  adjustment would have resulted in a net worth adjustment at
                  the Closing Date, be used to calculate an adjustment to the
                  purchase price under Section (1)(d)(i). Thereafter, Seller
                  shall notify Buyer upon receipt of any bill for real or
                  personal property taxes relating to the Purchased Assets, part
                  or all of which are attributable to the Post-Closing Tax
                  Period, and shall promptly deliver such bill to Buyer who
                  shall pay the same to the appropriate taxing authority,
                  provided that if such bill covers a Pre-Closing Tax Period,
                  Seller shall also remit prior to the due date of assessment
                  to Buyer payment for the proportionate amount of such bill
                  that is attributable to the Pre-Closing Tax Period shall
                  constitute another adjustment under Section (1)(d)(i).

                             5. COVENANTS OF SELLER

     a.   Telephone Numbers. Seller will make commercially reasonable efforts to
          assist Buyer in transferring Seller's current telephone and facsimile
          numbers to Buyer as of the Closing Date.

     b.   Utilities. Seller will make commercially reasonable efforts to assist
          Buyer in transferring Seller's current water, sewage and electrical
          services (collectively "Utilities") to Buyer as of the Closing Date.
          Seller shall accrue on its financial statements and be obligated for
          all charges for Utilities incurred prior to and on the Closing Date.
          Buyer agrees that it shall be obligated for charges for Utilities
          incurred subsequent to the Closing Date.

     c.   Release of Liens. Seller shall obtain and present suitable
          documentation prior to the Closing Date evidencing the release of any
          and all liens or other encumbrances on the Purchased Assets, if any,
          including, without limitation, causing any necessary UCC-2 Termination



<PAGE>

          Statements to be filed.

     d.   Leases. Seller will use its best efforts to work with Buyer to assign
          or sublease facilities as more fully described on Exhibit A. Seller
          shall indemnify Buyer from any and claims related to leases for
          facilities located in Detroit, MI and Plymouth, MN except for claims
          solely related to Buyer's occupancy of the Plymouth, MN facility from
          the Closing Date until the last day of tenancy.

     e.   Non-Competition. Seller shall not, for a period commencing on the
          Closing Date and continuing until the 365th day following the payment
          in full of all obligations due under Sections (1)(e)(iii)(2) and
          (1)(e)(iii)(3) above, solicit Buyer's Response Services customers that
          were customers of Seller of as of the Closing Date for the purchase of
          response services from Seller.

     f.   Accounts Payable Pool Funding. Seller acknowledges that as of the
          Closing Date certain accounts payable for which Seller will remain
          solely responsible of the Business will remain unpaid. To ensure that
          there is no resultant interruption in the Business after Buyer
          purchases it, Buyer and Seller each agree to use their best efforts to
          jointly define and prioritize key unpaid vendors and the Seller will
          make payments to the same so that the Business is not interrupted. In
          order to ensure funding for such payments, Seller shall set aside and
          pay the following amounts it collects after Closing from the accounts
          receivable of the Business collected:

<TABLE>
<CAPTION>
                                              Percent Set Aside From Collection
              Month                          of Accounts Receivable of Business
              -----                          ----------------------------------
          <S>                                <C>
          November, 2001                                 15.0%
          December 2001                                  17.5%
          January 2002                                   20.0%
          February 2002                                  22.5%.
</TABLE>

          Seller shall also use $50,000 of funds received at closing to pay key
          unpaid vendors as soon as commercially reasonable. The percentages
          specified herein are intended to be minimum payment allocations to key
          unpaid vendors, rather than maximum payment amounts. In the event
          Seller has not made the minimum payment allocation called for
          hereunder and a key unpaid vendor provides written notice of intent to
          cease doing business with Buyer due to existing accounts payable, and
          Seller fails to make sufficient payment arrangements to prevent such a
          business cutoff within 10 business days of receipt of such notice,
          Buyer may, at its option immediately make such payment and shall be
          entitled to an immediate set-off for payments due pursuant to the Firm
          Note plus a penalty of twenty-five percent (25%) of such payments
          made. Such set-off shall be deducted from the next payments(s) due
          pursuant to the Firm Note.

                             6. COVENANTS OF BUYER

     a.   No Solicitations. Buyer, its Directors and Officers, shall not, for a
          period of one (1) year following the payment in full of all
          obligations due under Sections (1)(e)(iii)(2) and (1)(e)(iii)(3)
          above, employ or solicit, either directly or indirectly, the
          performance of services by any employee of Seller with the exception
          that Buyer agrees to offer employment to all employees of Seller who
          are employed by the Business as of the Closing Date.


<PAGE>

     b.   Non-Competition. Buyer shall not, for a period commencing on the
          Closing Date and continuing until the 365th day following the payment
          in full of all obligations due under Sections (1)(e)(iii)(2) and
          (1)(e)(iii)(3) above, solicit non-Seller's Response Services division
          customers of Seller that were customers of Seller of as of the Closing
          Date.

     c.   Most Favored Customer Status. For any services that Seller purchases
          from Buyer after the Closing, Buyer will sell such services to Seller
          at prices and under such terms and conditions as Buyer sells to its
          most favored customers for similar classes of trade.

     d.   Right to Audit. Buyer agrees that Seller, at Seller's own expense, may
          have access to Buyer's books and records for audit purposes only
          during normal business hours at Buyer's corporate headquarters on a
          quarterly basis for such time as Buyer has any portion of the notes
          called for herein outstanding to Seller. However, notwithstanding
          anything else to the contrary contained herein, should Buyer be in
          default under any of the notes hereunder, then such audit shall at
          Buyer's expense.

     e.   Collection of Receivables. Buyer agrees that it shall use commercially
          reasonable efforts to collect on behalf of Seller, at no cost to
          Seller, those trade receivables outstanding as of the Closing Date. In
          addition, Buyer and Seller agree to mutually determine when such
          collection efforts are no longer needed.

     f.   Accounting Cooperation. Buyer agrees that for a commercially
          reasonable period as mutually agreed to by Buyer and Seller, Buyer
          shall cooperate with Seller to provide assistance to Seller for any
          financial audits, tax audits, and the like having to do with the
          Business. Additionally, Buyer shall make available at Buyer's
          corporate headquarters to Seller all books and records of the Business
          for such purposes.

     g.   Leases. Buyer agrees to remain in Seller's Plymouth, Minnesota
          facility through January 31, 2002. Buyer shall pay to Seller Seller's
          actual lease costs for the months of November and December 2001 and
          shall pay an amount for January 2002 equal to the monthly rent amount
          that Buyer has leased substitute space commencing February 1, 2002.
          Buyer shall furnish to Seller a copy of an executed lease agreement
          evidencing replacement space Buyer intends to occupy February 1, 2002.
          Seller covenants to pay rent to the Plymouth, MN landlord ("Landlord")
          on time as required by its lease through January 31, 2002. In the
          event Buyer is notified by Landlord that Seller has failed to make
          timely rent payment, Buyer may, at its option immediately make such
          payment and shall be entitled to an immediate set-off for payments due
          pursuant to the Firm Note plus a penalty of twenty-five percent (25%)
          of the amount of rent paid. Such set-off shall be deducted from the
          next payment(s) due pursuant to the Firm Note.

                               7. INDEMNIFICATION

     a.   Indemnification of Seller. Effective on the Closing Date and
          thereafter, Buyer shall indemnify and hold harmless Seller and its
          directors, officers, employees and agents, and shareholders from and
          against any and all liabilities, damages, losses, penalties,
          deficiencies, expenses and costs incurred by any of them, including
          without limitation reasonable attorneys' and accountants' fees
          (hereafter individually a "Loss" and collectively "losses"), arising
          from or in connection with:


<PAGE>

            i.    any claim made or litigation instituted by a third party
                  relating to Buyer's ownership rights in and to the Purchased
                  Assets arising on or after the Closing Date;

            ii.   any liability or obligation of Buyer which relates to the
                  ownership or use of any of the Purchased Assets or the conduct
                  of the Business subsequent to the Closing Date including
                  liabilities arising out of the Assumed Liabilities, including
                  but not limited to liabilities arising from or relating
                  thereto;

            iii.  any claim first made or litigation instituted by a third party
                  relating to Buyer's conduct of the Business notice for which
                  claim or litigation is received by Buyer or Seller subsequent
                  to the Closing Date;

            iv.   any taxes imposed on Buyer, the Business or any of the
                  Purchased Assets for any period subsequent to the Closing
                  Date;

            v.    any and all actions, suits, proceedings, demands, assessments
                  or judgments, costs and expenses reasonably arising out of any
                  of the foregoing matters set forth in this Section (7)(a); and

            vi.   the breach by Buyer of any representations or warranties made
                  by Buyer herein or in any document given by Buyer in
                  connection with the consummation of the transaction
                  contemplated hereby.

     b.   Indemnification of Buyer. Effective on the Closing Date and
          thereafter, the Seller shall, jointly and severally, indemnify and
          hold harmless Buyer and its directors, officers, employees and agents,
          from and against any and all Losses arising from or in connection
          with:

            i.    any claim made or litigation instituted by a third party
                  relating to Seller's conduct of the Business notice of which
                  claim or litigation has been received by Seller prior to or
                  after the Closing Date; or

            ii.   any and all actions, suits, proceedings, demands, assessments
                  or judgments, costs and expenses reasonably arising out of any
                  of the foregoing matters set forth in this Section (7)(b)
                  except to the extent such losses shall arise in connection
                  with or constitute Assumed Liabilities hereunder.

            iii.  any claim first made or litigation instituted by a third party
                  relating to Seller's conduct of the Business prior to Closing
                  Date;

            iv.   any taxes imposed on Buyer, the Business or any of the
                  Purchased Assets for any period prior to the Closing;

            v.    the breach by Seller of any representations or warranties made
                  by Seller herein or in any document given by Seller in
                  connection with the consummation of the transaction
                  contemplated hereby.

     c.   Indemnification Procedure.

<PAGE>


            i.    Claims for Indemnification. Except for Third Party Claims
                  described below, if an event giving rise to indemnification
                  hereunder shall have occurred or is threatened, the
                  indemnified party promptly shall deliver to the indemnifying
                  party written notice thereof, stating that such event has
                  occurred or is threatened, describing such event in reasonable
                  detail and specifying or reasonably estimating the amount of
                  the prospective Loss and the method of computation thereof (a
                  "Claim"), all with reasonable particularity and containing a
                  reference to the provisions of the this Agreement in respect
                  of which such right of indemnification is claimed or has
                  arisen (the "Notice of Claim"). For purposes hereof, any Claim
                  for indemnification shall be deemed to have been made as of
                  the date on which the Notice of Claim is delivered in
                  accordance with the terms of this Section.

            ii.   In the event the indemnifying party shall in good faith
                  dispute the validity of all or any amount of a Claim for
                  indemnification as set forth in the Notice of Claim, the
                  indemnifying party shall, within thirty (30) days after
                  delivery of the Notice of Claim, execute and deliver to the
                  indemnified party a notice setting forth with reasonable
                  particularity the grounds, amount of, and basis upon which the
                  Claim is disputed (the "Dispute Statement").

            iii.  In the event the Indemnifying party shall within thirty (30)
                  days deliver to the indemnified party a Dispute Statement,
                  then the portion of the claim described in the Notice of Claim
                  disputed by the indemnifying party (the "Disputed Liability")
                  shall not be due and payable except in accordance with a final
                  and unappealable judgment or decision of a court or
                  arbitration tribunal of competent jurisdiction, or a written
                  agreement between the indemnifying party and the indemnified
                  party stipulating the amount of the Admitted Liability (as
                  defined below).

            iv.   In the event the indemnifying party shall not within thirty
                  (30) days after receipt of the Notice of Claim deliver to the
                  indemnified party a Dispute Statement identifying a Disputed
                  liability, then the amount of the claim described in the
                  Notice of Claim, or if a Dispute Statement is delivered, the
                  portion thereof not disputed as a Disputed Liability, shall be
                  deemed to be admitted (the "Admitted Liability") and shall,
                  upon the incurring of an actual Loss arising therefrom,
                  immediately be due and payable.

     d.   Settlement of Third Party Claims. If the indemnified party shall
          receive notice of any Claim by a third party which is or may be
          subject to indemnification (a "Third Party Claim"), the indemnified
          party shall give the indemnifying party prompt written notice of such
          Third Party Claim and shall permit the indemnifying party, at its
          option, to participate in the defense of such Third Party Claim by
          counsel of its own choice and at its expense. If, however, the
          indemnifying party acknowledges in writing to the indemnified party
          the indemnifying party's obligation to indemnify the indemnified party
          hereunder against all Losses that may result from such Third Party
          Claim (subject to the limitations set forth herein), then the
          indemnifying party shall be entitled, at its option, to assume and
          control the defense of such Third Party Claim at its expense and
          through counsel of its choice after delivery of written notification.

            i.    In the event the indemnifying party exercises its right to
                  undertake the defense of any



<PAGE>

                  such Third Party Claim, the indemnified party shall cooperate
                  with the indemnifying party in such defense and make available
                  to the indemnifying party, at the indemnifying party's
                  expense, all witnesses, pertinent records, materials and
                  information in its possession or under its control relating
                  thereto as is reasonably required by the indemnifying party.
                  However, no such Third Party Claim may be settled by the
                  indemnifying party without the written consent of the
                  indemnified party, unless the settlement involves only the
                  payment of money by the indemnifying party. Similarly, no
                  Third Party Claim shall be settled by the indemnified party
                  without the written consent of the indemnifying party.

            ii.   In the event the indemnified party is, directly or indirectly,
                  conducting the defense against any such Third Party Claim, the
                  indemnifying party shall cooperate with the indemnified party
                  in such defense and make available to it all such witnesses,
                  records, materials and information in its possession or under
                  its control relating thereto as is reasonably required by the
                  indemnified party.

                                8. MISCELLANEOUS

     a.   Final Accounting. The parties shall agree on a final accounting that
          shall calculate and account for transactions occurring between
          September 30, 2001 and the Closing Date. Such accounting shall include
          a credit to Buyer for services provided subsequent to the Closing Date
          for which Seller received pre-payment. Buyer and Seller agree to use
          best efforts to complete such accounting within thirty (30) calendar
          days after the Execution Date. Buyer and Seller shall each by
          responsible for their own out of pocket or other expenses they incur
          in creating the final accounting.

     b.   Due Diligence. Buyer specifically acknowledges that its Officers have
          been employed by Seller for an extended period prior to making an
          offer for the Business and therefore has not asked for any specific
          due diligence period.

     c.   Survival of Representations, Warranties, and Covenants Unless
          specifically excluded from this paragraph, the Representations,
          Warranties, and Covenants contained herein shall survive the
          consummation of the transactions hereunder and shall be binding upon
          the parties to this Agreement, their successors and assigns for a
          period of two (2) years following the Closing Date.

     d.   Dispute Resolution.

            i.    Any and all disputes or differences pertaining to or arising
                  out of this Agreement or the breach, termination or invalidity
                  thereof, shall be finally and exclusively settled by binding
                  arbitration in accordance with the Commercial Arbitration
                  Rules of the American Arbitration Association. The arbitration
                  shall be held in Los Angeles, California, before one
                  arbitrator appointed in accordance with said rules. The
                  arbitrator shall be a licensed California attorney with
                  substantial prior experience with Asset Purchase Agreements,
                  and corporation sales disputes. Judgment upon an award
                  rendered may be entered in any court having jurisdiction or
                  application may be made to such court for a judicial
                  acceptance of the award and an order of enforcement, as the
                  case may be. The prevailing party in any such proceeding shall
                  be entitled to its actual attorneys' fees and all other costs
                  in connection with the


<PAGE>

                  arbitration and enforcement of the arbiter's award.

            ii.   Either party may, without inconsistency with this Agreement,
                  seek from a court any interim or provisional relief that may
                  be necessary to protect the rights or property of that party,
                  pending the establishment of the arbitral tribunal or pending
                  the arbitral tribunal's determination of the merits of the
                  controversy.

     e.   Expenses. Except as otherwise provided herein, all costs and expenses
          incurred in connection with this Agreement shall be paid by the party
          incurring such cost or expense.

     f.   Notices. Any notices required or permitted to be given hereunder shall
          be in writing and shall be deemed delivered (I) two (2) days after
          being deposited in the mails, (ii) one day after being, deposited with
          an express overnight courier service or (iii) the same day notice is
          sent by electronic facsimile transmission if such transmission is
          completed by 5:00 p.m. local time of receiver or one day after being
          sent by facsimile transmission if such transmission is made after 5:00
          p.m., addressed:


if to Buyer, to:

        BLM Technologies, Inc.
        9536 Oxborough Curve
        Bloomington, MN 55437
        Phone: 763-551-4307
        Fax:   763-551-4320

if to Seller, to:

        Wareforce Incorporated
        2361 Rosecrans Avenue, Suite 155
        El Segundo, CA 90245
        Phone: 310.725.5555
        Fax:   310.725.5590.

     g.   Successors and Assigns.

          The provisions of this Agreement shall be binding upon and inure to
          the benefit of the parties hereto and their respective successors and
          assigns: provided that neither party may assign, delegate or otherwise
          transfer any of its rights or obligations under this Agreement without
          the consent of the other party hereto. Notwithstanding the foregoing,
          no consent shall be required for any assignment by Seller to Congress
          Financial Corporation (Western), a California corporation ("Congress")
          of its rights to payment under this Agreement or any note, instrument
          or agreement related hereto. Upon notice from Congress of the
          occurrence of an uncured event of default under the agreements
          governing the financing provided by Congress to Seller, Buyer agrees
          to make any payments due to Seller under this Agreement or any note,
          instrument or agreement related hereto, directly to Congress and
          without offset or counterclaim other those rights of offset contained
          in Sections 1(e)iii3e, 5(f) and 6(g) that Buyer may have under this
          Agreement. The parties agree that Congress shall have no obligations
          or rights except receipt of payments due pursuant to the Firm Note or
          Contingent Note.

     h.   Governing Law. This Agreement shall be construed in accordance with
          and governed by the

<PAGE>

          law of the State of Minnesota.

     i.   Counterparts: Effectiveness. This Agreement may be signed in any
          number of counterparts, each of which shall be an original, with the
          same effect as if the signatures thereto and hereto were upon the same
          instrument.

     j.   Captions. The captions herein are included for convenience of
          reference only and shall be ignored in the construction or
          interpretation hereof.

     k.   Entire Agreement. This Agreement, constitutes the entire agreement
          between the parties with respect to the subject matter hereof and
          supersedes all prior agreements, understandings and negotiations, both
          written and oral, between the parties with respect to the subject
          matter of this Agreement No representation, inducement, promise,
          understanding, condition or warranty not set forth herein has been
          made or relied upon by either party hereto. Neither this Agreement nor
          any provision hereof is intended to confer upon any Person other than
          the parties hereto any rights or remedies hereunder.


<PAGE>


        In witness whereof, the parties hereto here caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.


BUYER:                                             SELLER:


BLM Technologies, INC.                             WAREFORCE INCORPORATED


By: /s/ Ronald Meinhardt                           By: /s/ Jim Illson
   ----------------------------                       -------------------------
Name: Ronald Meinhardt                             Name: Jim Illson
Title: President                                   Title: President


<PAGE>


                                  SCHEDULE 1.1

                                PURCHASED ASSETS

The Purchased Assets shall consist of, as the same may exist on the Closing
Date, all:

                          The assets of the Business listed on the enclosed
           schedules summarized as follows. Only assets appearing on the
           Schedules shall be considered Purchased Assets;

                     1. office equipment at the various Response Services
               locations of the Seller including, without limitation, Seller's
               telephone system, computer systems, tools and supplies of
               Seller's repair department, advertising signs, catalogs and sales
               literature;
               See Schedule 1.1.4 - Fixed Assets

                     2. leasehold improvements at the various Response Services
               locations of the Seller not deemed to be the property of Seller's
               landlord including, without limitations, trade fixtures; See
               Schedule 1.1.4 - Fixed Assets


                     3. all of the Seller's inventories relating to the
               Business, including without limitation, all raw materials, work
               in process and office and other supplies, whether on-site, held
               at any location controlled by Seller or in transit to Seller;
               See Schedule 1.1.3 - Inventories

                     4. all of the prepaid expenses, and unbilled costs and fees
               of Seller relating to the Business;
               See Schedule 1.1.5.1 - Prepaids


                     5. all goodwill associated with the Business and the
               Purchased Asset together with the right to represent to third
               parties that Buyer is the successor to the Business and

                     6. any deposits made by Seller in conjunction with the
               Business including but not limited to Security Deposits for
               leased premises and/or equipment.
               See Schedule 1.1.5.2 Deposits

                     7. petty cash in possession of Buyer at Closing Date which
               equals $500.00 or less.

                     8. Accounts receivable


<PAGE>

               See Schedule 1.1.2 Accounts Receivable

<PAGE>

                                  SCHEDULE 1.2

                               ASSUMED LIABILITIES

Accrued Vacation - See Vacation and Sick Leave Report dated 10/16/01

Accrued Commissions - See A/C #1-2008-0 as of September 30, 2001 and dated
10/22/01

Accrued Salaries - See September Accrual A/C #1-2205-0

Deferred Revenue and Deposits

      See Schedule 3.1 - Current Billing Period

      See Schedule 3.2 - Smurfit Stone Container - A/C# 1-2024-3 as of
September 30, 2001

      See Schedule 3.3 - Maintenance Pre-Payments - A/C# 2230-101010



<PAGE>


                                    EXHIBIT A

     Leased Premises - See Wareforce, Inc. Lease Commitment, September 30, 2001
dated 10/30/01

     Leased Equipment - See Wareforce, Inc. Lease Commitment, September 30, 2001
dated 10/30/01


     Balance Sheet - See September Balance Sheet dated 10/23/01 9:45 AM


     Litigation - Seller is not a party to any litigation specific to the
Purchased Assets or the Business. Seller was a party to an arbitration action
related to a former officer of the Business but such arbitration is being
settled concurrently with the closing of the transaction referred to in this
Agreement. Seller is on notice of a dispute with regard to the Detroit facility
once occupied by the Business and has agreed to indemnify Buyer in that regard.
(See Section 5d). Seller is a party to various litigation relative to its
business as it relates to the Los Angeles Unified School District and other
litigation incidental to its business.

     ERISA Plans - Seller currently has a Stock Option/Profit Sharing Plan in
place. In the past five years, Seller also has purchased the stock or assets of
several businesses that also had plans subject to ERISA. These plans were either
terminated or rolled into Seller's plan.


<PAGE>

                                    EXHIBIT B
                                 PROMISSORY NOTE

$305,000                                                       November 2, 2001


        FOR VALUE RECEIVED, the undersigned, BLM Technologies, Inc., a Minnesota
corporation ("BLM"), promises to pay to the order of Wareforce Incorporated
(hereinafter "Lender") its successors and assigns, at 2361 Rosecrans Avenue,
Suite 155, El Segundo, California 90245 or at such other place as the holder
hereof may designate in writing, in lawful money of the United States of
America, THREE HUNDRED AND FIVE THOUSAND DOLLARS AND NO CENTS ($305,000.00),
payable as follows:

           forty-eight (48) equal monthly payments with the first payment being
        due on February 1, 2002 and the remaining payments being due on the 1st
        of each month.

        This Note is made with interest at the prime rate published in the Wall
Street Journal on the date first written above. However, in the event that any
payment owed hereunder is late, Lender or its successors or assigns shall have
the right to charge BLM interest on any past due amount at the maximum rate
allowed by law.

        This Note is secured by a Security Agreement of even date herewith
pledging certain property of BLM.

        If payment of any installment of principal is not paid when due
hereunder, or upon the occurrence of any Event of Default described in any
agreement evidencing or securing this Note (collectively "Loan Documents") (such
event hereinafter an "Event of Default"), then Lender or any holder hereof shall
have the right and option to declare the unpaid principal and interest balance
hereunder immediately due and payable, following written notice of default to
BLM, and only in the event that BLM fails to cure the Event of Default within 10
days after receipt of such notice.

        BLM shall be entitled to prepay the principal balance and interest
accrued at any time without penalty.

        Time shall be of the essence in the payment of any sums due hereunder
and the performance of any covenants or agreements contained herein or in the
Loan Documents.

        Acceptance of any payment in an amount less than the amount due shall be
deemed an acceptance on account only, and the failure to pay the entire amount
then due shall be and continue to be an Event of Default under this Note.

        Upon any Event of Default, neither the failure of the holder to promptly
exercise its right to declare the outstanding principal balance and accrued
unpaid interest hereunder to be immediately due and payable, nor the failure of
the holder to demand strict performance of any obligation of any person who may
be liable hereunder, or any guarantor hereof, shall constitute a waiver of any
such rights. In addition, any waiver of any rights which shall be given by the
holder must and shall be in writing, and signed by the holder and then shall be
enforceable only to the extent specifically set forth in writing. Waiver with
reference to one event shall not be construed as continuing or as a bar to or a
waiver of any right or remedy as to a subsequent event.


<PAGE>

        The remedies of the holder, as provided herein, by law and in any Loan
Documents, are not exclusive and shall be cumulative and concurrent and may be
pursued singly, successively, or together, at the sole discretion of the holder
and may be exercised as often as the occasion therefore shall occur; and the
failure to exercise any such right or remedy shall in no event be construed as a
waiver or release thereof.

        The undersigned and all endorsers, guarantors, or any other person who
may be liable hereunder, hereby jointly and severally waive presentment for
payment, demand, notice of nonpayment, notice of protest and protest of this
Note, diligence in collection or bringing suit, and all endorsers, guarantors or
any other person who may be liable hereunder consent to any and all extensions
of time, renewals, waivers or modifications that may be granted by the holder
with respect to payment or other provisions of this Note, said Loan Documents,
and to the release of any collateral or any part thereof, with or without
substitution.

        The undersigned, its successors or assigns, shall pay on demand all
costs and expenses, including reasonable attorney's fees, incurred by the holder
in enforcing collection of the indebtedness evidenced by this Note.

        Notwithstanding any provision in this Note or in the Loan Documents to
the contrary, nothing herein or therein shall be construed so as to permit or
require the payment of interest in excess of the highest rate of interest
permitted to be charged in connection with the laws of the State of Minnesota.
In the event that the interest in excess of such maximum rate of interest is
received, then such excess shall be automatically applied to the principal
balance due hereunder.

        The laws of the State of Minnesota shall govern this Note.

        IN WITNESS WHEREOF, the undersigned has executed this Note the day and
year first written above.


                                    BLM Technologies, INC.



                                    By: /s/ Ronald Meinhardt
                                       -------------------------
                                    Name: Ronald Meinhardt
                                    Title: President


<PAGE>


                                    EXHIBIT C

                               SECURITY AGREEMENT

        THIS SECURITY AGREEMENT made this 2nd day of November, 2001, by BLM
Technologies, Inc. a Minnesota corporation (the Debtor) having its principal
offices presently located at 9536 Oxborough Curve, Bloomington, MN 55437
(whether one or more, hereinafter referred to as the "Debtor"), in favor of
Wareforce Incorporated, its successors and assigns, whose address is 2361
Rosecrans Avenue, Suite 155, El Segundo, California 90245 (hereinafter referred
to as the "Secured Party").

                                   WITNESSETH:

        WHEREAS, Debtor is indebted to the Secured Party in the principal amount
of up to $305,000, as evidenced by its Promissory Note in said amount
(hereinafter referred to as the "Note") of even date herewith executed and
delivered by Debtor in connection with the sale of the assets of Wareforce
Incorporated which are related to its Seller's Response Services division to
Debtor pursuant to a Purchase Agreement of even date (the "Purchase Agreement");
and

        WHEREAS, the sale of the assets of Wareforce Incorporated to the Debtor
is conditioned upon the Debtor further securing the Note by, giving to Secured
Party a security interest in the property described on Exhibit A attached hereto
and made part hereof.

        NOW, THEREFORE, in consideration for making of the loan and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties do hereby agree as follows:

1.      SECURITY INTEREST:

     1.1 In consideration of the above-mentioned sale, Debtor hereby grants to
Secured Party a security interest (hereinafter referred to as the "Security
Interest") in all of the property of the Debtor described in Schedule A whether
now owned or hereafter acquired together with any proceeds thereof (hereinafter
referred to as the "Collateral") subordinate to Buyer's Working Capital Lender
and any security interests asserted therein.

     1.2 This Security Agreement and the rights hereby granted shall secure the
following (hereinafter collectively referred to as the "Obligations"):

          (a) The principal of, the interest on, and any other sums due under
the Note, and any renewals, extensions or modifications thereof; and

          (b) The statutory costs of all legal proceedings brought by the
Secured Party to enforce the Note, all other costs and expenses paid or incurred
by the Secured Party in respect of or in connection with the Collateral, and any
other sums that may become due and payable hereunder by the Debtor; and

          (c) Any and all indebtedness, obligations and liabilities of any kind
and nature of the Debtor (or if more than one, by either Debtor) to Secured
Party, direct or indirect, absolute or contingent, due or to become due, now
existing or hereafter arising.


<PAGE>

2.    DEBTOR WARRANTS, COVENANTS AND AGREES:

     The Debtor hereby warrants, covenants and agrees that:

     2.1 The Collateral covered by this Security Agreement is used or purchased
for use primarily for business purposes.

     2.2 Although proceeds of Collateral are covered by this Security Agreement,
this shall not be construed to mean that Secured Party consents to any sale of
such property.

     2.3 The Collateral will be located at the offices of Debtor listed on
Schedule A (collectively the "Premises"). Except for purposes of replacement and
repair of the equipment and for sale of the inventory in the ordinary course of
business, the Debtor will not remove its Collateral from the Premises, or allow
it to be removed, from said Premises without the prior written consent of the
Secured Party. The Debtor will promptly give written notice to the Secured Party
of any cessation of its business conducted at the location and of any loss or
damage by fire or other casualty to any substantial part of the Collateral.

     2.4 The Debtor will, at all reasonable times, allow the Secured Party or
its representatives free and complete access to all of the Debtor's records, for
such inspection and examination as the Secured Party deems necessary. The Debtor
shall also upon request of the Secured Party from time to time submit up-to-date
schedules of the items comprising the Collateral owned by it in such detail as
the Secured Party shall reasonably require.

     2.5 The Debtor at its cost and expense will protect and defend this
Agreement, all of the rights of the Secured Party hereunder, and the Collateral
owned by it against the claims and demands of all other parties.

     2.6 The Debtor will at all times keep and maintain the Collateral owned by
it in good order, repair and condition, and will promptly replace any part
thereof that from time to time may become obsolete, badly worn, or in a state of
disrepair, or, if supplies, be consumed in the normal course of the Debtor's
business operations. All such replacements shall be free of any other lien,
security interest or encumbrance of any nature except as otherwise provided for
herein. The Debtor may sell or dispose of only that part of the Collateral that
Debtor is obligated to replace, and, unless Secured Party then agrees otherwise
in writing, all proceeds from any such sale or disposition in excess of the
amount expended for such replacements shall promptly be paid over by the Debtor
to the Secured Party to be applied against the sums secured hereby, whether or
not such sums are then due and payable.

     2.7 The Secured Party or its representatives may at any and all reasonable
times inspect the Collateral and may enter upon any and all Premises where the
same is kept or might be located.

     2.8 The Debtor will not, without obtaining the prior written consent of
Secured Party, transfer or permit any transfer of the Collateral owned by it or
any part thereof to be made, or any interest therein to be created by way of a
sale (except as permitted above), or by way of a grant of a security interest,
or by way of a levy or other judicial process. Notwithstanding anything
contained herein to the contrary the Secured Party agrees that it will
subordinate any security interest herein granted to any security interest
required of Debtor by any financial institution or any other major manufacturer,
vendor or distributor with a secured financing program in place.

<PAGE>


     2.9 The Debtor will promptly notify Secured Party of any levy, distraint or
other seizure by legal process or otherwise of any part of its Collateral, and
of any threatened or filed claims or proceedings that might in any way affect or
impair any of the terms of this Agreement.

    2.10 The Secured Party at all times shall have a perfected security interest
in the Collateral that shall be prior to any other interests therein. Debtor
will do all acts and things, and will execute, and file, all instruments
(including Security Agreements, Financing Statements, Continuation Statements,
etc.) requested by, the Secured Party to establish, maintain and continue the
perfected Security Interest of Secured Party in the Collateral, and will
promptly on demand, pay all costs and expenses of filing and recording,
including the costs of any searches deemed necessary by Secured Party from time
to time to establish and determine the validity and the continuing priority of
the Security Interest of Secured Party, and also pay all other claims and
charges that in the opinion of Secured Party might prejudice, imperil or
otherwise affect the Collateral or its security interest therein.

    2.11 The Debtor at its expense will obtain and maintain in force insurance
policies covering losses or damage to its Collateral. The insurance policies to
be obtained by the Debtor shall be in form and amounts acceptable to Secured
Party. The Secured Party is hereby irrevocably appointed the Debtor's attorney
in fact to endorse any check or draft that may be payable to the Debtor, alone
or jointly with other payees, so that the Secured Party may collect the proceeds
payable for any loss under such insurance. The proceeds of such insurance, less
any costs and expenses incurred or paid by the Secured Party in the collection
thereof shall be applied in the sole discretion of the Secured Party, either
toward the cost of the repair or replacement of the items damaged or destroyed,
or on account of any sums secured hereby, whether or not then due or payable.

    2.12 The Secured Party may, at its option, and without any obligation to do
so, pay, perform and discharge any and all amounts, costs, expenses and
liabilities herein agreed to be paid or performed by Debtor, and all amounts
expended by the Secured Party, in so doing shall become part of the Obligations
secured hereby, and shall be immediately due and payable by Debtor to the
Secured Party upon demand therefore, and shall bear interest at the interest
rate, as defined in the Note, from the dates of such expenditures until paid.

    2.13 Debtor will give Secured Party immediate written notice of any change
in location of Debtor's chief executive office.

3.   EVENTS OF DEFAULT:

The occurrence of any of the following events shall constitute and is hereby
defined to be, an "Event of Default":

     3.1 Any failure or neglect to observe or perform any of the terms,
provisions, promises, agreements or covenants of this Security Agreement and the
continuance of such failure or neglect after notice thereof to the Debtor; or

     3.2 Any failure of the maker to pay any installment of principal and/or
interest, or any other sum due under the Note or of Debtor to pay any other
Obligations secured hereby, at the time such installment shall become due and
payable.

     3.3 Any warranty, representation or statement contained in this Security
Agreement made or furnished to the Secured Party by or on behalf of the Debtor,
which shall be or shall prove to have been



<PAGE>

materially false when made or furnished.

4.      SECURED PARTY'S REMEDIES:

Upon the occurrence of any Event of Default hereunder, Secured Party shall have
the following rights and remedies, at any time after giving notice and after the
expiration of the grace period provided herein:

     4.1 The Secured Party may, at its option, declare all or any part of the
Obligations immediately due and payable and Debtor shall on demand by Secured
Party deliver the Collateral to the Secured Party. Secured Party may, without
further notice or demand and without legal process, take possession of the
Collateral wherever found and, for this purpose, may enter upon said Real
Property or upon any other property occupied by or in the control of the Debtor.
The Secured Party may require the Debtor to assemble the Collateral and make it
available to the Secured Party at a place to be designated by the Secured Party
that is reasonably convenient to both parties.

     4.2 The Secured Party may pursue any legal remedy available to collect all
sums secured hereby and to enforce its title in and right to possession of the
Collateral, and to enforce any and all other rights or remedies available to it,
and no such action shall operate as a waiver of any other right or remedy of the
Secured Party under the terms hereof, or under the laws of the State of
Minnesota.

     4.3 Debtor waives any requirements of presentment, protest, notices of
protest, notices of dishonor, and all other formalities. Debtor waives all
rights and/or privilege it might otherwise have to require Secured Party to
proceed against or exhaust the Collateral encumbered hereby or by any other
security document or instrument securing said Note or to proceed against any
guarantor of such indebtedness, or to pursue any other remedy available to
Secured Party in any particular manner or order under the legal or equitable
doctrine or principle of marshaling and/or suretyship and further agrees that
Secured Party may proceed against any or all of the Collateral encumbered hereby
or by any other security document or instrument securing said Note in the event
of default and after expiration of any applicable grace period following notice
in such order and manner as Secured Party in its sole discretion may determine.
Any Debtor that has signed this Security Agreement as a surety or accommodation
party, or that has subjected its property to this Security Agreement to secure
the indebtedness of another hereby expressly waives any defense arising by
reason of any disability or other defense of the maker or by reason of the
cessation from any cause whatsoever of the liability of maker, and waives the
benefit of any statutes of limitation affecting the enforcement hereof.

     4.4 The Secured Party, upon obtaining possession of the Collateral or any
part thereof, may sell the same at public or private sale either with or without
having such Collateral at the place of sale, and with notice to Debtor as
provided in paragraph 4.6 herein. The proceeds of such sale, after deducting
therefore all expenses of the Secured Party in taking, storing, repairing and
selling the Collateral (including reasonable attorneys' fees) shall be applied
to the payment of any part or all of the obligations and any other indebtedness
or liability of the Debtor to the Secured Party, and any surplus thereafter
remaining shall be paid to the Debtor, or any other person that may be legally
entitled thereto. In the event of a deficiency, between such net proceeds from
the sale of Collateral and the total amount owing by the Debtor under the
Obligations, the Debtor (or if more than one, jointly and severally) will
promptly upon demand pay the amount of such deficiency to the Secured Party.

     4.5 At any sale, public or private, of the Collateral or any part thereof,
made in the enforcement of the rights and remedies hereunder of the Secured
Party; the Secured Party may, so far as may be lawful, purchase any part or
parts of the Collateral or all thereof offered at such sale.


<PAGE>

     4.6 Secured Party shall give Debtor reasonable notice of any sale or other
disposition of the Collateral or any part thereof. Debtor agrees that notice and
demand shall be conclusively deemed to be reasonable and effective if such
notice is mailed by registered or certified mail postage prepaid, to the Debtor
at the address above given, or at such other address as the Debtor may designate
hereafter by written notice to the Secured Party, at least ten (10) days prior
to such sale or other disposition.

    4.7 The Secured Party shall have all the rights and remedies afforded a
Secured Party under the Minnesota Uniform Commercial Code and all other legal or
equitable remedies provided by the laws of the United States and the State of
Minnesota.

5.      MISCELLANEOUS PROVISIONS:

     5.1 No Event of Default hereunder by Debtor shall be deemed to have been
waived by the Secured Party except by a writing to that effect signed on behalf
of the Secured Party by an officer thereof and no waiver of any such Event of
Default shall operate as a waiver of any such Event of Default shall operate as
a waiver of any other Event of Default on a future occasion, or as a waiver of
that Event of Default after written notice thereof and demand by Secured Party
for strict performance of this Agreement. All rights, remedies and privileges of
the Secured Party hereunder shall be cumulative and not alternative, and shall,
whether or not specifically so expressed, inure to the benefit of the Secured
Party, its successors and assigns, and all obligations of the Debtor shall bind
its successors and legal representatives.

     5.2 Until an Event of Default and expiration of the 10 day grace period
provided for in the Note, the Debtor may retain possession of the Collateral and
may use it in any lawful manner not inconsistent with this Security Agreement or
with the provisions of any policies of insurance thereon.

     5.3 The terms herein shall have the meanings in and be construed under the
Minnesota Commercial Code and all issues arising hereunder shall be governed by
the laws of the State of Minnesota. Whenever possible each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.

     5.4 No modification, rescission, waiver, release or amendment of any
provision of this Security Agreement shall be made except by a written agreement
subscribed by Debtor and a duly authorized officer of Secured Party.

     5.5 This Security Agreement shall remain in full force and effect until all
of the indebtedness of the Debtor to the Secured Party, and any extensions or
renewals thereof shall be paid in full.

     5.6 Secured Party and Debtor as used herein shall include the heirs,
executors or administrator, or successors or assigns of those parties. The
provisions of this Agreement shall apply to the parties according to the context
hereof and without regard to the number or gender of words and expressions used
herein.

     5.7 A carbon, photographic or other reproduced copy of this Security
Agreement and/or any financing statement relating hereto shall be sufficient for
filing and/or recording as a financing statement.

<PAGE>


     IN WITNESS WHEREOF, this Security Agreement has been executed and delivered
on behalf of and in the name of Debtor on the date indicated above.

SECURED PARTY:                              DEBTOR:

Wareforce Incorporated                      BLM Technologies, Inc.

By: /s/ Jim Illson                          By: /s/ Ronald Meinhardt
   ---------------------------                 ------------------------------
Name: Jim Illson                            Name: Ronald Meinhardt
Its: President                              Its: President


<PAGE>


                                   SCHEDULE A

Schedule A - Premises
    14728th Avenue North, Plymouth, Minnesota

Schedule A - Assets
    See Schedule 1.1


<PAGE>

                                    EXHIBIT D

                                 PROMISSORY NOTE

Up to $575,000                                                 November 2, 2001


        FOR VALUE RECEIVED, the undersigned, BLM Technologies, Inc., a Minnesota
corporation ("BLM"), promises to pay to the order of Wareforce Incorporated
(hereinafter "Lender") its successors and assigns, at 2361 Rosecrans Avenue,
Suite 155, El Segundo, California 90245 or at such other place as the holder
hereof may designate in writing, in lawful money of the United States of
America, an amount up to FIVE HUNDRED SEVENTY FIVE THOUSAND DOLLARS AND NO CENTS
($575,000.00), payable based on the Business' Earnings Before, Amortization and
Taxes ("EBAT"), (but excluding costs for asset write-offs, other non-operating
expenses, salaries of any employee, consultant, director or the like of Buyer
who are not employed by Buyer or Seller on the Closing Date and who are also
shareholders of Buyer without the prior written consent of the Seller and other
expenses not related to the ordinary operation of the Business) , as measured by
Generally Accepted Accounting Principles (except that for purposes of the
calculation of EBAT hereunder, salaries of any employee, consultant, director or
the like of Buyer who are also shareholders of Buyer shall be initially
calculated as of the amount such person was earning on the Closing Date, and
subsequently calculated as of the amount such person was earning on the Closing
Date plus 5% for each year after the Closing Date or the actual salary,
whichever is lower). Contingent Note payments, if any, shall be according to the
following schedule:

               If EBAT is less than $50,000.00, no payment shall be due;


               If EBAT is equal to or greater than $50,000.00 but less than
                  $75,000.00, then Buyer shall pay to Seller ten percent (10%)
                  of the amount by which EBAT exceeds $50,000.00;

               If EBAT is equal to or greater than $75,000.00 but less than
                  $100,000.00, then Buyer shall pay to Seller fifteen percent
                  (15%) of the amount by which EBAT exceeds $50,000.00; or

               If EBAT is greater than $100,000.00, then Buyer shall pay to
                  Seller twenty-five percent (25%) of the amount by which EBAT
                  exceeds $50,000.00.

        Contingent Note payments, if any, shall be made in each of the Buyer's
four (4) full Fiscal Years following the Closing Date. Buyer's fiscal year
("Fiscal Year") shall be the period of time beginning on the first day of
November and continuing through the last day of October, commencing in the year
2001, and continuing thereafter.Any such payments due and owning shall made no
later than 90 days following the end of the Fiscal Year in which such EBAT was
earned.

        In the event Buyer satisfies the Firm Note in full within 1 year of the
Closing Date, Seller shall only be entitled to FIFTY PERCENT (50%) of the amount
calculated under the Contingent Note.

        The maximum amount of principle BLM shall be required to pay to Lender
under this Note is FIVE HUNDRED SEVENTY FIVE THOUSAND DOLLARD AND NO CENTS
($575,000.00).

<PAGE>


        This Note is made without interest. However, in the event that any
payment owed hereunder is late, Lender or its successors or assigns shall have
the right to charge BLM interest on any outstanding principal at the maximum
rate allowed by law.

        This Note is secured by a Security Agreement of even date herewith
pledging certain property of BLM.

        If payment of any installment of principal is not paid when due
hereunder, or upon the occurrence of any Event of Default described in any
agreement evidencing or securing this Note (collectively "Loan Documents") (such
event hereinafter an "Event of Default"), then Lender or any holder hereof shall
have the right and option to declare the unpaid principal and interest balance
hereunder immediately due and payable, without notice.

        Time shall be of the essence in the payment of any sums due hereunder
and the performance of any covenants or agreements contained herein or in the
Loan Documents.

        Acceptance of any payment in an amount less than the amount due shall be
deemed an acceptance on account only, and the failure to pay the entire amount
then due shall be and continue to be an Event of Default under this Note.

        Upon any Event of Default, neither the failure of the holder to promptly
exercise its right to declare the outstanding principal balance and accrued
unpaid interest hereunder to be immediately due and payable, nor the failure of
the holder to demand strict performance of any obligation of any person who may
be liable hereunder, or any guarantor hereof, shall constitute a waiver of any
such rights. In addition, any waiver of any rights which shall be given by the
holder must and shall be in writing, and signed by the holder and then shall be
enforceable only to the extent specifically set forth in writing. Waiver with
reference to one event shall not be construed as continuing or as a bar to or a
waiver of any right or remedy as to a subsequent event.

        The remedies of the holder, as provided herein, by law and in any Loan
Documents, are not exclusive and shall be cumulative and concurrent and may be
pursued singly, successively, or together, at the sole discretion of the holder
and may be exercised as often as the occasion therefore shall occur; and the
failure to exercise any such right or remedy shall in no event be construed as a
waiver or release thereof.

        The undersigned and all endorsers, guarantors, or any other person who
may be liable hereunder, hereby jointly and severally waive presentment for
payment, demand, notice of nonpayment, notice of protest and protest of this
Note, diligence in collection or bringing suit, and all endorsers, guarantors or
any other person who may be liable hereunder consent to any and all extensions
of time, renewals, waivers or modifications that may be granted by the holder
with respect to payment or other provisions of this Note, said Loan Documents,
and to the release of any collateral or any part thereof, with or without
substitution.

        The undersigned, its successors or assigns, shall pay on demand all
costs and expenses, including reasonable attorney's fees, incurred by the holder
in enforcing collection of the indebtedness evidenced by this Note.

<PAGE>

        Notwithstanding any provision in this Note or in the Loan Documents to
the contrary, nothing herein or therein shall be construed so as to permit or
require the payment of interest in excess of the highest rate of interest
permitted to be charged in connection with the laws of the State of Minnesota.
In the event that the interest in excess of such maximum rate of interest is
received, then such excess shall be automatically applied to the principal
balance due hereunder.

        The laws of the State of Minnesota shall govern this Note.

        IN WITNESS WHEREOF, the undersigned has executed this Note the day and
year first written above.


                                    BLM Technologies, INC.

                                    By: /s/ Ronald Meinhardt
                                       -------------------------
                                    Name: Ronald Meinhardt
                                    Title: President


<PAGE>


                                    EXHIBIT E

                               SECURITY AGREEMENT

     THIS SECURITY AGREEMENT made this 2nd day of November, 2001, by BLM
Technologies, Inc. a Minnesota corporation (the Debtor) having its principal
offices presently located at 9536 Oxborough Curve, Bloomington, MN 55437
(whether one or more, hereinafter referred to as the "Debtor"), in favor of
Wareforce Incorporated, its successors and assigns, whose address is 2361
Rosecrans Avenue, Suite 155, El Segundo, California 90245 (hereinafter referred
to as the "Secured Party").

                                   WITNESSETH:

WHEREAS, Debtor is indebted to the Secured Party for the payment to Secured
Party of an amount up to FIVE HUNDRED SEVENTY FIVE THOUSAND DOLLARS AND NO CENTS
($575,000.00), payable based on the Business' Earnings Before, Amortization and
Taxes ("EBAT"), (but excluding costs for asset write-offs, other non-operating
expenses, salaries of any employee, consultant, director or the like of Buyer
who are not employed by Buyer or Seller on the Closing Date and who are also
shareholders of Buyer without the prior written consent of the Seller and other
expenses not related to the ordinary operation of the Business) , as measured by
Generally Accepted Accounting Principles (except that for purposes of the
calculation of EBAT hereunder, salaries of any employee, consultant, director or
the like of Buyer who are also shareholders of Buyer shall be initially
calculated as of the amount such person was earning on the Closing Date, and
subsequently calculated as of the amount such person was earning on the Closing
Date plus 5% for each year after the Closing Date or the actual salary,
whichever is lower). Contingent Note payments, if any, shall be according to the
following schedule:

               If EBAT is less than $50,000.00, no payment shall be due;


               If EBAT is equal to or greater than $50,000.00 but less than
                  $75,000.00, then Buyer shall pay to Seller ten percent (10%)
                  of the amount by which EBAT exceeds $50,000.00;

               If EBAT is equal to or greater than $75,000.00 but less than
                  $100,000.00, then Buyer shall pay to Seller fifteen percent
                  (15%) of the amount by which EBAT exceeds $50,000.00; or

               If EBAT is greater than $100,000.00, then Buyer shall pay to
                  Seller twenty-five percent (25%) of the amount by which EBAT
                  exceeds $50,000.00.

        Contingent Note payments, if any, shall be made in each of the four (4)
full Fiscal Years following the Closing Date. Buyer's fiscal year ("Fiscal
Year") shall be the period of time beginning on the first day of November and
continuing through the last day of October, commencing in the year 2001, and
continuing thereafter.Any such payments due and owning shall made no later than
90 days following the fiscal year in which such EBAT was earned, and


<PAGE>

        WHEREAS, the payment of sums to Wareforce Incorporated by the Debtor is
conditioned upon the Debtor further securing the Note by giving to Secured Party
a security interest in the property described on Schedule A attached hereto and
made a part hereof.

        NOW, THEREFORE, in consideration for making of the loan and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties do hereby agree as follows:

1.    SECURITY INTEREST

      1.1.  In consideration of the above-mentioned sale, Debtor hereby grants
            to Secured Party a security interest (hereinafter referred to as the
            "Security Interest") in all of the property of the Debtor described
            in Schedule A whether now owned or hereafter acquired together with
            any proceeds thereof (hereinafter referred to as the "Collateral")
            subordinate to Buyer's Working Capital Lender and any security
            interests asserted therein.

      1.2.  This Security Agreement and the rights hereby granted shall secure
            the following (hereinafter collectively referred to as the
            "Obligations"):

            1.2.1. The principal of, the interest on, and any other sums due
                   under the Note, and any renewals, extensions or modifications
                   thereof; and 1.2.2. The statutory costs of all legal
                   proceedings brought by the Secured Party to enforce the Note,
                   all other costs and expenses paid or incurred by the Secured
                   Party in respect of or in connection with the Collateral, and
                   any other sums that may become due and payable hereunder by
                   the Debtor; and

            1.2.3. Any and all indebtedness, obligations and liabilities of any
                   kind and nature of the Debtor (or if more than one, by either
                   Debtor) to Secured Party, direct or indirect, absolute or
                   contingent, due or to become due, now existing or hereafter
                   arising.

2.    DEBTOR WARRANTS, COVENANTS AND AGREES:

      2.1.  The Debtor hereby warrants, covenants and agrees that:

      2.2.  The Collateral covered by this Security Agreement is used or
            purchased for use primarily for business purposes.

      2.3.  Although proceeds of Collateral are covered by this Security
            Agreement, this shall not be construed to mean that Secured Party
            consents to any sale of such property.

      2.4.  The Collateral will be located at the offices of Debtor listed on
            Exhibit A attached hereto and made part hereof (collectively the
            "Premises"). Except for purposes of replacement and repair of the
            equipment and for sale of the inventory in the ordinary course of
            business, the Debtor will not remove its Collateral from the
            Premises, or allow it to be removed, from said Premises without the
            prior written consent of the Secured Party. The Debtor will promptly
            give written notice to the Secured Party of any cessation of its
            business conducted at the location and of any loss or damage by fire
            or other casualty to any substantial part of the Collateral.

      2.5.  The Debtor will, at all reasonable times, allow the Secured Party or
            its representatives

<PAGE>

            free and complete access to all of the Debtor's records, for such
            inspection and examination as the Secured Party deems necessary. The
            Debtor shall also upon request of the Secured Party from time to
            time submit up-to-date schedules of the items comprising the
            Collateral owned by it in such detail as the Secured Party shall
            reasonably require.

      2.6.  The Debtor at its cost and expense will protect and defend this
            Agreement, all of the rights of the Secured Party hereunder, and the
            Collateral owned by it against the claims and demands of all other
            parties.

      2.7.  The Debtor will at all times keep and maintain the Collateral owned
            by it in good order, repair and condition, and will promptly replace
            any part thereof that from time to time may become obsolete, badly
            worn, or in a state of disrepair, or, if supplies, be consumed in
            the normal course of the Debtor's business operations. All such
            replacements shall be free of any other lien, security interest or
            encumbrance of any nature. The Debtor may sell or dispose of only
            that part of the Collateral that Debtor is obligated to replace,
            and, unless Secured Party then agrees otherwise in writing, all
            proceeds from any such sale or disposition in excess of the amount
            expended for such replacements shall promptly be paid over by the
            Debtor to the Secured Party to be applied against the sums secured
            hereby, whether or not such sums are then due and payable.

      2.8.  The Secured Party or its representatives may at any and all
            reasonable times inspect the Collateral and may enter upon any and
            all Premises where the same is kept or might be located.

      2.9.  The Debtor will not, without obtaining the prior written consent of
            Secured Party, transfer or permit any transfer of the Collateral
            owned by it or any part thereof to be made, or any interest therein
            to be created by way of a sale (except as permitted above), or by
            way of a grant of a security interest, or by way of a levy or other
            judicial process. Notwithstanding anything contained herein to the
            contrary the Secured Party agrees that it will subordinate any
            security interest herein granted to any security interest required
            of Debtor by any financial institution or any other major
            manufacturer, vendor or distributor with a secured financing program
            in place.

      2.10. The Debtor will promptly notify Secured Party of any levy, distraint
            or other seizure by legal process or otherwise of any part of its
            Collateral, and of any threatened or filed claims or proceedings
            that might in any way affect or impair any of the terms of this
            Agreement.

      2.11. The Secured Party at all times shall have a perfected security
            interest in the Collateral that shall be prior to any other
            interests therein. Debtor will do all acts and things, and will
            execute, and file, all instruments (including Security Agreements,
            Financing Statements, Continuation Statements, etc.) requested by,
            the Secured Party to establish, maintain and continue the perfected
            Security Interest of Secured Party in the Collateral, and will
            promptly on demand, pay all costs and expenses of filing and
            recording, including the costs of any searches deemed necessary by
            Secured Party from time to time to establish and determine the
            validity and the continuing priority of the Security Interest of
            Secured Party, and also pay all other claims and charges that in the
            opinion of Secured Party might prejudice, imperil or otherwise
            affect the Collateral or its security interest therein.

      2.12. The Debtor at its expense will obtain and maintain in force
            insurance policies



<PAGE>

            covering losses or damage to its Collateral. The insurance policies
            to be obtained by the Debtor shall be in form and amounts acceptable
            to Secured Party. The Secured Party is hereby irrevocably appointed
            the Debtor's attorney in fact to endorse any check or draft that may
            be payable to the Debtor, alone or jointly with other payees, so
            that the Secured Party may collect the proceeds payable for any loss
            under such insurance. The proceeds of such insurance, less any costs
            and expenses incurred or paid by the Secured Party in the collection
            thereof shall be applied in the sole discretion of the Secured
            Party, either toward the cost of the repair or replacement of the
            items damaged or destroyed, or on account of any sums secured
            hereby, whether or not then due or payable.

      2.13. The Secured Party may, at its option, and without any obligation to
            do so, pay, perform and discharge any and all amounts, costs,
            expenses and liabilities herein agreed to be paid or performed by
            Debtor, and all amounts expended by the Secured Party, in so doing
            shall become part of the Obligations secured hereby, and shall be
            immediately due and payable by Debtor to the Secured Party upon
            demand therefore, and shall bear interest at the interest rate, as
            defined in the Note, from the dates of such expenditures until paid.

      2.14. Debtor will give Secured Party immediate written notice of any
            change in location of Debtor's chief executive office.

3.    EVENTS OF DEFAULT:

      3.1.  The occurrence of any of the following events shall constitute and
            is hereby defined to be, an "Event of Default":

            3.1.1. Any failure or neglect to observe or perform any of the
                   terms, provisions, promises, agreements or covenants of this
                   Security Agreement and the continuance of such failure or
                   neglect after notice thereof to the Debtor; or

            3.1.2. Any failure of the maker to pay any installment of principal
                   and/or interest, or any other sum due under the Note or of
                   Debtor to pay any other Obligations secured hereby, at the
                   time such installment shall become due and payable; or

            3.1.3. Any warranty, representation or statement contained in this
                   Security Agreement made or furnished to the Secured Party by
                   or on behalf of the Debtor, which shall be or shall prove to
                   have been materially false when made or furnished.

4.    SECURED PARTY'S REMEDIES:

      4.1.  Upon the occurrence of any Event of Default hereunder, Secured Party
            shall have the following rights and remedies, at any time after
            giving notice and after the expiration of the grace period provided
            herein:

            4.1.1. The Secured Party may, at its option, declare all or any part
                   of the Obligations immediately due and payable and Debtor
                   shall on demand by Secured Party deliver the Collateral to
                   the Secured Party. Secured Party may, without further notice
                   or demand and without legal process, take possession of the
                   Collateral wherever found and, for this purpose, may enter
                   upon said Real Property or upon any other property occupied
                   by or in



<PAGE>

                   the control of the Debtor. The Secured Party may require the
                   Debtor to assemble the Collateral and make it available to
                   the Secured Party at a place to be designated by the Secured
                   Party that is reasonably convenient to both parties.

            4.1.2. The Secured Party may pursue any legal remedy available to
                   collect all sums secured hereby and to enforce its title in
                   and right to possession of the Collateral, and to enforce any
                   and all other rights or remedies available to it, and no such
                   action shall operate as a waiver of any other right or remedy
                   of the Secured Party under the terms hereof, or under the
                   laws of the State of Minnesota.

            4.1.3. Debtor waives any requirements of presentment, protest,
                   notices of protest, notices of dishonor, and all other
                   formalities. Debtor waives all rights and/or privilege it
                   might otherwise have to require Secured Party to proceed
                   against or exhaust the Collateral encumbered hereby or by any
                   other security document or instrument securing said Note or
                   to proceed against any guarantor of such indebtedness, or to
                   pursue any other remedy available to Secured Party in any
                   particular manner or order under the legal or equitable
                   doctrine or principle of marshaling and/or suretyship and
                   further agrees that Secured Party may proceed against any or
                   all of the Collateral encumbered hereby or by any other
                   security document or instrument securing said Note in the
                   event of default and after expiration of any applicable grace
                   period following notice in such order and manner as Secured
                   Party in its sole discretion may determine. Any Debtor that
                   has signed this Security Agreement as a surety or
                   accommodation party, or that has subjected its property to
                   this Security Agreement to secure the indebtedness of another
                   hereby expressly waives any defense arising by reason of any
                   disability or other defense of the maker or by reason of the
                   cessation from any cause whatsoever of the liability of
                   maker, and waives the benefit of any statutes of limitation
                   affecting the enforcement hereof.

            4.1.4. The Secured Party, upon obtaining possession of the
                   Collateral or any part thereof, may sell the same at public
                   or private sale either with or without having such Collateral
                   at the place of sale, and with notice to Debtor as provided
                   herein. The proceeds of such sale, after deducting therefrom
                   all expenses of the Secured Party in taking, storing,
                   repairing and selling the Collateral (including reasonable
                   attorneys' fees) shall be applied to the payment of any part
                   or all of the obligations and any other indebtedness or
                   liability of the Debtor to the Secured Party, and any surplus
                   thereafter remaining shall be paid to the Debtor, or any
                   other person that may be legally entitled thereto. In the
                   event of a deficiency, between such net proceeds from the
                   sale of Collateral and the total amount owing by the Debtor
                   under the Obligations, the Debtor (or if more than one,
                   jointly and severally) will promptly upon demand pay the
                   amount of such deficiency to the Secured Party.

            4.1.5. At any sale, public or private, of the Collateral or any part
                   thereof, made in the enforcement of the rights and remedies
                   hereunder of the Secured Party; the Secured Party may, so far
                   as may be lawful, purchase any part or parts of the
                   Collateral or all thereof offered at such sale.

            4.1.6. Secured Party shall give Debtor reasonable notice of any sale
                   or other disposition of the Collateral or any part thereof.
                   Debtor agrees that notice and demand shall be conclusively
                   deemed to be reasonable and effective if such notice is
                   mailed by registered or



<PAGE>

                   certified mail postage prepaid, to the Debtor at the address
                   above given, or at such other address as the Debtor may
                   designate hereafter by written notice to the Secured Party,
                   at least ten (10) days prior to such sale or other
                   disposition.

            4.1.7. The Secured Party shall have all the rights and remedies
                   afforded a Secured Party under the Minnesota Uniform
                   Commercial Code and all other legal or equitable remedies
                   provided by the laws of the United States and the State of
                   Minnesota.

5.    MISCELLANEOUS PROVISIONS:

      5.1.  No Event of Default hereunder by Debtor shall be deemed to have been
            waived by the Secured Party except by a writing to that effect
            signed on behalf of the Secured Party by an officer thereof and no
            waiver of any such Event of Default shall operate as a waiver of any
            such Event of Default shall operate as a waiver of any other Event
            of Default on a future occasion, or as a waiver of that Event of
            Default after written notice thereof and demand by Secured Party for
            strict performance of this Agreement. All rights, remedies and
            privileges of the Secured Party hereunder shall be cumulative and
            not alternative, and shall, whether or not specifically so
            expressed, inure to the benefit of the Secured Party, its successors
            and assigns, and all obligations of the Debtor shall bind its
            successors and legal representatives.

      5.2.  Until an Event of Default and expiration of any applicable grace
            period, the Debtor may retain possession of the Collateral and may
            use it in any lawful manner not inconsistent with this Security
            Agreement or with the provisions of any policies of insurance
            thereon.

      5.3.  The terms herein shall have the meanings in and be construed under
            the Minnesota Commercial Code and all issues arising hereunder shall
            be governed by the laws of the State of Minnesota. Whenever possible
            each provision of this Agreement shall be interpreted in such manner
            as to be effective and valid under applicable law, but if any
            provision of this Agreement shall be prohibited by or invalid under
            applicable law, such provision shall be ineffective to the extent of
            such prohibition or invalidity, without invalidating the remainder
            of such provision or the remaining provisions of this Agreement.

      5.4.  No modification, rescission, waiver, release or amendment of any
            provision of this Security Agreement shall be made except by a
            written agreement subscribed by Debtor and a duly authorized officer
            of Secured Party.

      5.5.  This Security Agreement shall remain in full force and effect until
            all of the indebtedness of the Debtor to the Secured Party, and any
            extensions or renewals thereof shall be paid in full.

      5.6.  Secured Party and Debtor as used herein shall include the heirs,
            executors or administrator, or successors or assigns of those
            parties. The provisions of this Agreement shall apply to the parties
            according to the context hereof and without regard to the number or
            gender of words and expressions used herein.

      5.7.  A carbon, photographic or other reproduced copy of this Security
            Agreement and/or any financing statement relating hereto shall be
            sufficient for filing and/or recording as a financing statement.

<PAGE>


     IN WITNESS WHEREOF, this Security Agreement has been executed and delivered
on behalf of and in the name of Debtor on the date indicated above.

SECURED PARTY:                              DEBTOR:

Wareforce Incorporated                      BLM Technologies, Inc.


By: /s/ Jim Illson                          By: /s/ Ronald Meinhardt
   ----------------------------                 ----------------------------
Name: Jim Illson                            Name: Ronald Meinhardt
Its: President                              Its: President


<PAGE>


                                   SCHEDULE A

Schedule A - Premises
    14728th Avenue North, Plymouth, Minnesota

Schedule A - Assets
    See Schedule 1.1


<PAGE>

                                    EXHIBIT F

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

      This Assignment and Assumption Agreement, dated as of November 2, 2001, is
entered into by and between BLM Technologies, Inc., a Minnesota corporation
("Buyer"), and Wareforce Incorporated ("Seller"), a California corporation.

                                   WITNESSETH

      Whereas, Buyer and Seller have concurrently herewith consummated the
purchase by Buyer of the Purchased Assets pursuant to the terms and conditions
of the Asset Purchase Agreement dated November 2, 2001 between Buyer and Seller,
(the "Asset Purchase Agreement"); capitalized terms not otherwise defined herein
shall have the meaning given them in the Asset Purchase Agreement;

      Whereas, pursuant to the Asset Purchase Agreement, Buyer has agreed to
purchase the Purchased Assets and to assume Assumed Liabilities of Seller with
respect to the Purchased Assets;

      Now, therefore, in consideration of the sale and purchase of the Purchased
Assets and in accordance with the terms of the Asset Purchase Agreement, Buyer
and Seller agree as follows:

          a)   Seller does hereby sell, transfer, assign and deliver to Buyer
               all of the right, title and interest of Seller in, to and under
               the Purchased Assets.

          b)   Buyer does hereby accept and assume all the right, title and
               interest of Seller in, to and under all of the Purchased Assets
               and Buyer assumes and agrees to pay, perform and discharge
               promptly and fully when due all of the Assumed Liabilities.

      This Agreement shall be construed in accordance with and governed by the
laws of the State of Minnesota, without regard to the conflicts of law rules of
such state.

      This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute
one and the same instrument.

      In witness whereof, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

BUYER:                                      SELLER:


BLM Technologies, INC.                      WAREFORCE INCORPORATED


By: /s/ Ronald Meinhardt                    By: /s/ Jim Illson
----------------------------                   ----------------------------
Name: Ronald Meinhardt                      Name: Jim Illson
Title: President                            Title: President


<PAGE>


                            BILL OF SALE OF BUSINESS

This Bill of Sale of Business is delivered pursuant to that certain Asset
Purchase Agreement (the "Agreement"), dated November 2, 2001, between BLM
Technologies, Inc. (the "Buyer") and Wareforce Incorporated (the "Seller"),
providing for the purchase by Buyer of certain assets of Seller. All capitalized
terms used herein shall have the meanings set forth in the Agreement.

For value received, Seller hereby sells, assigns and transfers to Buyer the
following assets of Seller pertaining to or used in the Business, wherever
located, whether known or unknown, and whether or not on the books and records
of Seller as the same may exist on the Closing Date, all:

          The assets of the Business listed on the enclosed schedules summarized
     as follows. Only assets appearing on the Schedules attached to the
     Agreement shall be considered Purchased Assets;

          1.   office equipment at the various Response Services locations of
               the Seller including, without limitation, Seller's telephone
               system, computer systems, tools and supplies of Seller's repair
               department, advertising signs, catalogs and sales literature;

                        See Schedule 1.1.4 - Fixed Assets

          2.   leasehold improvements at the various Response Services locations
               of the Seller not deemed to be the property of Seller's landlord
               including, without limitations, trade fixtures;

                        See Schedule 1.1.4 - Fixed Assets

          3.   all of the Seller's inventories relating to the Business,
               including without limitation, all raw materials, work in process
               and office and other supplies, whether on-site, held at any
               location controlled by Seller or in transit to Seller;

                        See Schedule 1.1.3 - Inventories

          4.   all of the prepaid expenses, and unbilled costs and fees of
               Seller relating to the Business;

                        See Schedule 1.1.5.1 - Prepaids

          5.   all goodwill associated with the Business and the Purchased Asset
               together with the right to represent to third parties that Buyer
               is the successor to the Business and

          6.   any deposits made by Seller in conjunction with the Business
               including but not limited to Security Deposits for leased
               premises and/or equipment.

                        See Schedule 1.1.5.2 Deposits

          7.   petty cash in possession of Buyer at Closing Date which equals
               $500.00 or less.

<PAGE>


          8.   Accounts receivable

                        See Schedule 1.1.2 Accounts Receivable

                  In witness whereof, the undersigned has executed this Bill of
        Sale of Business in El Segundo, California, effective as of November 2,
        2001.

                                           WAREFORCE INCORPORATED


                                           By: /s/ Jim Illson
                                              ----------------------------
                                           Name: Jim Illson
                                           Title: President


<PAGE>


                             WAREFORCE INCORPORATED

OFFICER'S CERTIFICATE

                I, Don Hughes, hereby certify (i) that I am the Assistant
        Secretary of Wareforce Incorporated (the "Seller"), (ii) that I am
        authorized to deliver this Officer's Certificate, and (iii) that the
        Seller has authorized all corporate action necessary on its part to
        authorized the transactions contemplated by the Asset Purchase
        Agreement, dated November 2, 2001, between BLM Technologies, Inc. and
        Seller.

        Dated: November 2, 2001                  WAREFORCE INCORPORATED


                                                 By: /s/ Don Hughes
                                                    ------------------------
                                                 Name:  Don Hughes
                                                 Title: Secretary


<PAGE>


                             BLM TECHNOLOGIES, INC.
                              OFFICER'S CERTIFICATE

        I, Ronald Meinhardt, hereby certify (i) that I am the Secretary of BLM
Technologies, Inc. (the "Buyer"), (ii) that I am authorized to deliver this
Officer's Certificate, and (iii) that the Buyer has authorized all corporate
action necessary on its part to authorized the transactions contemplated by the
Asset Purchase Agreement, dated November 2, 2001, between Buyer and Wareforce
Incorporated.

Dated: November 2, 2001                 BLM Technologies, INC.


                                        By: /s/ Ronald Meinhardt
                                           --------------------------
                                        Name: Ronald Meinhardt
                                        Title: Secretary