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                                                                   Exhibit 10.47

                                 PROMISSORY NOTE

$5,832,094.27                                            LOS ANGELES, CALIFORNIA
                                                                   JUNE 18, 2001

    FOR VALUE RECEIVED, the undersigned, WAREFORCE INCORPORATED, a California
    corporation, located at 2281 Rosecrans Ave., Suite 155, El Segundo,
    California 90245 ("Wareforce" or "Maker") promises to pay to the order of
    MICROSOFT CORPORATION ("Microsoft" or "Payee") the sum of FIVE MILLION,
    EIGHT HUNDRED THIRTY TWO THOUSAND, NINETY FOUR DOLLARS AND TWENTY-SEVEN
    CENTS (U.S. $5,832,094.27) with interest, from the date of this Note, on the
    unpaid principal hereof, until paid in full at the rate of six and a half
    percent (6.5%) per annum payable as follows:

                      -  Within forty five (45) calendar days after the end of
                         every financial quarter, a sum representing the lesser
                         of twenty-five percent (25%) of Wareforce's quarterly
                         Earnings Before Interest, Taxes, Depreciation, and
                         Amortization (EBITDA) or sixty-five percent (65%) of
                         Wareforce's quarterly Earnings Before Taxes,
                         Depreciation, and Amortization (EBTDA).

        1. PREPAYMENT. This Note may be prepaid in whole or in part at any time
or from time to time without premium or penalty. All prepayments shall be
applied first to interest, then to principal payments in the order of their
maturity. Provided, however, if Wareforce pays the entire principal amount due
on or before June 30, 2002, (or December 31, 2002 if the Maturity Date is
extended as provided for under Paragraph 3 below) then all interest paid shall
be deemed to be a reduction of principal, and Microsoft shall not be entitled to
any interest on account of this Note.

        2. APPLICATION OF PAYMENTS. All payments herein shall be applied first
to fees and costs, if any, then to accrued interest, then to principal amounts
owed in the order of their maturity.

        3. MATURITY DATE. Unless sooner paid by the Maker, the entire unpaid
principal balance of this Note, plus accrued but unpaid interest, and all other
amounts owing hereunder, less any payments made by Wareforce, shall become due
and payable on June 30, 2002 ("Maturity Date"). The Maturity Date shall be
extended by an additional twelve-month (12) period until June 30, 2003 ("First
Extension Period") if the Maker complies with all the provisions of this Note
and the Settlement Agreement signed by the Maker and the Payee concurrently
herewith ("Settlement Agreement"), incorporated herein by reference, and the
Maker reduces the principal amount owed under this Note by a sum of not less
than Five Hundred Thousand Dollars (U.S. $500,000) prior to the Maturity Date.
On or before the expiration of the First Extension Period, the Maturity Date
shall be further extended by additional twelve-month (12) terms until the
principal amount of the Note and all accrued interest is paid in full, if the
Maker complies with all the provisions of this Note and the Settlement
Agreement, and the Maker reduces the principal

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amount owed under this Note by a sum of not less than Five Hundred Thousand
Dollars (U.S. $500,000), or such lesser amount equal to the outstanding
principal balance if the principal balance is less than Five Hundred Thousand
Dollars (U.S. $500,000), during each additional extension period.

        4. EVENTS OF DEFAULT. Any of the following events shall be deemed an
event of default of this Note:

               (a)  Failure to make payment of any amount payable under the
                    terms of this Note, and if such default is not cured within
                    twenty (20) days after the date of default; or

               (b)  If at any time Wareforce is in default under its lending
                    agreements with its primary lender (i.e., the lending
                    institution or institutions providing Wareforce with its
                    primary accounts receivable and inventory financing) and
                    such default remains uncured past any cure period allowed
                    for in such lending agreements; or

               (c)  If Wareforce loses its financing with its primary lender
                    without prior commitment from another lender to assume the
                    financing obligations; or

               (d)  If Maker defaults under the Settlement Agreement, including
                    failure to provide and disclose any and all financial
                    information necessary for Microsoft to monitor and ensure
                    compliance with this Note.

        5. DEFAULT REMEDIES. If an event of default as defined above occurs,
then, the entire indebtedness evidenced herein, less any payments made by Maker
as of the date of the default, shall become immediately due and payable and all
such amounts shall thereafter bear interest at the rate of twelve percent (12%)
per annum until paid in full. Failure to exercise this option shall not waive
the right to exercise the same in the event of any subsequent default. Nothing
in this Note precludes the Payee from exercising its default remedies provided
for under the Settlement Agreement, executed concurrently herewith, between
Payee and Maker.

        6. ALLOWED CLAIM. If Maker files or is forced into filing a petition for
relief under State and/or Federal insolvency laws (including any proceeding
under Title 11 of the United States Code), or should the enforcement of this
Note be stayed for any reason pursuant to such laws, then Microsoft shall be
allowed an unsecured claim against Wareforce in an amount equal to the entire
unpaid principal balance of this Note, as may be amended pursuant to Paragraph 7
below, plus accrued but unpaid interest, and all other amounts owing hereunder,
less any payments made by Wareforce, without any objection or dispute by
Wareforce or its successors, if any.

        7. POTENTIAL TO INCREASE PRINCIPAL AMOUNT. This Note may be amended at
any time, in writing, to increase the principal amount of this Note by up to Two
Hundred Thousand Dollars (U.S. $200,000.00) if evidence is presented

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by Microsoft to Wareforce that certain unpaid invoices that should have been
included in the principal amount were erroneously or unintentionally omitted or
otherwise excluded from the principal amount.

        8. ATTORNEYS' FEES. If suit, action, or proceeding of any nature
whatsoever (including any proceeding under Title 11 of the United States Code)
is instituted in connection with any controversy arising out of this Note, or to
collect any of the principal or interest of this Note, the Maker promises to pay
attorneys' fees and all costs associated with such action or suit, including,
without limitation, attorneys' fees, court costs, expenses provided by statute
or otherwise, and such sums as the court may award as attorneys' fees in such
proceeding and on any appeals from any judgment or decree entered therein.

        9. JURISDICTION, VENUE, AND GOVERNING LAW. The parties to this Note
irrevocably agree that sole and exclusive jurisdiction for collection
proceedings or litigation under this Note shall be in the courts of the State of
Washington, County of King. This Note shall be construed and enforced according
to the law of the State of Washington.

        The Maker of this Note executes the same as a principal not as surety.

        ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE UNENFORCEABLE UNDER WASHINGTON
LAW.

DATED this 18th day of June, 2001.

MAKER:                                  WAREFORCE INCORPORATED

                                        BY: /s/ Don Hughes
                                            -----------------------------
                                        NAME: Don Hughes
                                        ITS:  CFO


STATE OF CALIFORNIA        }
                           }  SS
County of Los Angeles      }


I certify that I know or have satisfactory evidence that Don Hughes is the
person who appeared before me, and said person acknowledged that (he/she) signed
this instrument, on oath stated that (he/she) is authorized to execute the
instrument and acknowledged it as the Chief Financial Officer of Wareforce
Incorporated to be the free and voluntary act of such party for the uses and
purposes mentioned in this instrument.

Dated June 18, 2001                     /s/ Jane Schiesl

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                                        Notary Public in and for the State of
                                        California
                                        residing at

                                        ________________________________________

                                        My appointment expires

                                        _______________________________________

________________________________
    Print Name Jane Schiesl