<PAGE>
                                                                   EXHIBIT 10.59



                            ASSET PURCHASE AGREEMENT

                                   DATED AS OF

                                  MAY 19, 2001

                                 BY AND BETWEEN

                                DC HOLDINGS, INC.

                                       AND

                               WAREFORCE.COM, INC.



                            ASSET PURCHASE AGREEMENT

     Asset Purchase Agreement (the "Agreement") dated as of May 19, 2001, by and
between Wareforce.com, Inc., a Nevada corporation ("Seller") and DC Holdings,
Inc., a California corporation ("Buyer"),.


          Whereas, Seller conducts various computer-related businesses including
          a business (the "Business") which operates as a web site developer;
          and

          Whereas, Buyer desires to purchase substantially all of the assets of
          the Business from Seller, and Seller desires to sell substantially all
          of the 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, all 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 May 19, 2001, with such changes therein that have occurred in the
     ordinary course of the Seller's business between May 19, 2001 and the
     Closing Date ("Purchased Assets").

     i)   The Purchased Assets shall specifically include, but not be limited
          to:

          (1)  the common stock of Coolwheels owned by the Seller on the date of
               Closing; and


<PAGE>

          (2)  the assumption by Buyer of the Sellers rights under any
               Promissory Notes made in favor of Seller by Coolwheels.

          (3)  All assets listed on the Bill of Sale.

               (i)  office equipment 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;

               (ii) leasehold improvements not deemed to be the property of
                    Seller's landlord including, without limitations, trade
                    fixtures;

               (iii) rights to use the trade names "Western Technologies Group"
                    and "WesTech" for such period of time as Buyer deems
                    necessary;

               (iv) all goodwill associates 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

               (v)  all other assets on the attached Schedule 1.1 "Purchased
                    Asset Schedule".

          ii)  However, regardless of anything to contrary contained herein, the
               Purchased Assets shall not include those receivables of the
               Business that are on the books and records of the Seller on the
               date of Closing.

     b)   Assumption of Liabilities. Upon the terms and subject to the
          conditions of this Agreement, Buyer agrees, effective at the Closing
          Date, to assume all of the liabilities of Seller as set forth on
          Schedule 1.2, as the same existed on May 19, 2001 with such changes
          therein that have occurred in the ordinary course of the Seller's
          business between May 19, 2001 and the Closing Date ("Assumed
          Liabilities"). Buyer shall assume and agree to pay and discharge all
          of the Seller's liabilities and obligations related to the Business to
          the extent provided for in that separate Assignment and Assumption
          Agreement attached hereto as Exhibit A including, but not limited to,
          the following:

          i)   All of the Seller's liabilities and obligations as of May 19,
               2001 which are reflected or reserved against in the Seller's
               Asset Statement as of that date, including but not limited to
               Seller's payroll obligations of the Business as of May 19, 2001
               for the payroll period beginning May 19, 2001 and including an
               amount equal to one week hold back and all accrued vacation pay;

          ii)  All of the Seller's liabilities and obligations arising in the
               ordinary conduct of its business




<PAGE>

               between May 19, 2001, and the Closing;

          iii) All the Seller's liabilities and obligations of the Business in
               respect of contracts and commitments entered into in the ordinary
               course of the Seller's business at any time before or after May
               19, 2001 and before closing;

          iv)  All facilities and personal property leases described on Schedule
               1.2 attached hereto;

          v)   All accrued salary expenses on the books and records of Seller as
               of May 19, 2001 relating to Don Cantral, Cathy Hoganson and Tim
               Murray.

          vi)  That certain promissory note by and between Haley and the Seller.
               (Should such note not be assumable or require Haley's permission
               for assumption by Buyer and should Haley not grant such
               permission, the purchase price shall be adjusted accordingly.);
               and

     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 of filing in 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 pay Seller at closing the
               amount shown to be accrued and owing for taxes on the schedule of
               accounts payable;

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

     d)   Purchase Price.

          i)   The purchase price for the Purchased Assets (the "Purchase
               Price") shall be the value of the Assumed Liabilities, Net
               Revenue Payments, and any other consideration, if any, provided
               for hereunder.

          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. 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.


<PAGE>

     e)   Net Revenue Payments.

          i)   In addition to the Purchase Price, for the first five (5) years
               after Closing, Buyer shall pay to Seller on a quarterly basis an
               amount equal to:

               (1)  Seven percent (7%) of Buyer's net revenue, defined as gross
                    billings less cost for any hardware or outside services but
                    including all revenue for billings for Westech employees,
                    for the period May 19, 2001 to December 31, 2001;

               (2)  Six percent (6%) of Buyer's net revenue, defined as gross
                    billings less cost for any hardware or outside services but
                    including all revenue for billings for Westech employees, in
                    period January 1, 2002 to December 31, 2002;

               (3)  Five percent (5%) of Buyer's net revenue, defined as gross
                    billings less cost for any hardware or outside services but
                    including all revenue for billings for Westech employees, in
                    the period January 1, 2003 to December 31, 2003;

               (4)  Four percent (4%) of Buyer's net revenue, defined as gross
                    billings less cost for any hardware or outside services but
                    including all revenue for billings for Westech employees, in
                    the period January 1, 2004 to December 31, 2004; and

               (5)  Three percent (3%) of Buyer's net revenue, defined as gross
                    billings less cost for any hardware or outside services but
                    including all revenue for billings for Westech employees, in
                    the period January 1, 2005 to December 31, 2005.

          ii)  In no instance shall any payment in any quarter under this
               Section (1)(e) be less than twenty-five thousand dollars
               ($30,000).

          iii) In no instance shall the cumulative payments by Buyer to Seller
               under this Section (1)(e) exceed seven hundred fifty thousand
               dollars ($750,000).

          iv)  Buyer shall evidence its indebtedness under this Section (1)(e)
               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.

     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 at the offices of Buyer in El Segundo,
          California, at 10:00 a.m. on or before May 19, 2001, or at such other
          time or place as Buyer and Seller may agree. In addition, for
          convenience of the parties, the actual execution of documents my take
          place after May 19, 2001.

     g)   Payroll Advance. Seller agrees to advance Buyer such sums as are
          needed by Buyer to meet Buyer's payroll in the period from May 19,
          2001 to May 30, 2001. Buyer agrees to enter into a



<PAGE>

          Promissory note substantially in the form attached hereto as Exhibit D
          evidencing such advance and the terms and conditions for its repayment
          and as secured by a Security Agreement, a copy of which is attached as
          Exhibit E.

     h)   Seller and Buyer shall enter into an Assignment and Assumption
          Agreement substantially in the form attached hereto as Exhibit A, 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.

     i)   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.

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

     k)   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.

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

     m)   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.

     n)   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.

     o)   Buyer agrees that any invoices issued by Seller on or after May 19,
          2001 with respect to the Business which are credited back to Seller
          after such invoicing occurs shall be repaid to Seller by Buyer within
          thirty (30) days of such crediting.

     p)   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.


<PAGE>

          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. To the best of
               its 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.

     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 California 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;

          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 Certificate 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;

          iv)  No Consents Required. No consent, approval or authorization of,
               or declaration, filing, or registration with, any state or



<PAGE>

               federal authorities is required in connection with the execution,
               delivery and performance of the Purchase Agreement or the
               consummation of the transaction contemplated thereby; and

                                 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 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


<PAGE>

               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)   No Solicitations. Unless and until the occurrence of an Event of
          Default by Buyer under any instrument evidencing or securing any
          indebtedness which arose in connection with the transaction
          contemplated hereby, Seller and each of the principal shareholders of
          Seller, shall not, for a period of one (1) year following the Closing
          Date, employ or solicit, either directly or indirectly, the
          performance of services by any employee of Buyer, which employee was
          employed by the Seller on the date of Closing.

     b)   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.

     c)   Name. Seller shall allow Buyer to use the name "Western Technology
          Group" and "WesTech" at no cost to Buyer, for such time as Buyer deems
          necessary.

     d)   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 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.

     e)   Release of Liens. Seller will take all action necessary prior to the
          Closing Date to release any and all liens or other encumbrances on the
          Purchased Assets and the Inventory Assets, if any, including, without
          limitation, causing any necessary UCC-2 Termination Statements to be
          filed.

                             6) COVENANTS OF BUYER

     a)   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.

     b)   Utilize Seller for Purchases. After the Closing, Buyer will buy from
          Seller, and Seller agrees to sell to Buyer, such hardware and software
          as Buyer may request from Seller, in such cases as



<PAGE>

          both Buyer and Seller agree that such a transaction is mutually
          advantageous to both Buyer and Seller.

     c)   Commission to Seller for Referrals. Buyer will pay to Seller a
          commission equal to ten percent (10%) of the gross profit, as measured
          by generally accepted accounting principals, of any sale referred to
          Buyer by Seller.

     d)   Website Hosting for Seller. At no cost to Seller, Buyer will host all
          of Seller's current websites (including but not limited to the website
          for Wareforce and uMember.com) for a period of two (2) years from the
          date of Closing at service levels no less than those in existence on
          the date of Closing. Should average traffic volume on Seller's sites
          for any consecutive thirty (30) day period during this two (2) year
          period on Seller's websites exceed one hundred and fifty percent
          (150%) of the traffic volume on such sites during the thirty (30)
          consecutive days prior to Closing, Buyer and Seller agree to negotiate
          in good faith additional charges for such additional traffic.

     e)   Provision of Web Consulting Services. During the two (2) year period
          from the date of Closing, from time to time as Seller requests, Buyer
          will provide at no cost to Seller, or such entity or entities as
          Seller designates, web consulting, design, etc. in amounts that will
          be mutually agreed upon for monthly work and which will not exceed
          three hundred thousand dollars ($300,000) during the two (2) year
          period. For calculating the value of such services, Buyer shall bill
          Seller at the rate of seventy-five dollars ($75) per hour and the
          monthly billing for such services shall not exceed twenty-five
          thousand dollars ($25,000).

                               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:

          i)   any claim made or litigation instituted by a third party relating
               to Buyer's ownership rights in and to the Purchased Assets;

          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;

<PAGE>

          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)(ii) except
               to the extent such losses shall arise in connection with or
               constitute Assumed Liabilities hereunder.

     c)   Indemnification Procedure.

          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).


<PAGE>

          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 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)   Conditions Precedent. This Agreement can be terminated by either party
          upon written notice to the other party, in the event that any of the
          following shall not have occurred on or before the Closing Date:

<PAGE>

          i)   Seller have obtained the consent of its lenders to the
               transactions contemplated herein.

     b)   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. 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
               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.

     c)   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.

     d)   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 made
          by 5:00 p.m. local time or one day after being sent by facsimile
          transmission if such transmission is made after 5:00 p.m., addressed:

          if to Buyer, to:

               DC Holdings, Inc.
               1611 Pomona Road
               Corona, CA 92880

                    With a copies to:

               Don Cantral
               27830 Mt. Rainier
               Yorba Linda, CA 92887

                    if to Seller, to:


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

<PAGE>

     e)   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.

     f)   Governing Law. This Agreement shall be construed in accordance with
          and governed by the law of the State of California.

     g)   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.

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

     i)   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.

     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:

DC HOLDINGS, INC.                             WAREFORCE.COM, INC.

By: /s/ Don Cantral                           By: /s/ Dan Ricketts
    ----------------------------                  ------------------------------

Name: Don Cantral                             Name: Dan Ricketts
      --------------------------                    ----------------------------
Title: President                                    Title: SVP & General Counsel
       -------------------------                           ---------------------

<PAGE>

                                    EXHIBIT A

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

     Assignment and Assumption Agreement, dated as of May 19, 2001, between DC
Holdings, Inc., a California corporation ("Buyer"), and Wareforce.com, Inc.
("Seller"), a Nevada 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 May 19, 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 certain liabilities and obligations
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:

          c)   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.

          d)   Buyer does hereby accept and assume all the right, title and
               interest of Seller in, to and under all of the Purchased Assets
               and the Lease 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 California, 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:

DC HOLDINGS, INC.                             WAREFORCE.COM, INC.

By: /s/ Don Cantral                           By: /s/ Dan Ricketts
    -----------------------------                 ------------------------------

Name: Don Cantral                             Name: Dan Ricketts
      ---------------------------                   ----------------------------
Title: President                                    Title: SVP & General Counsel
       --------------------------                          ---------------------

<PAGE>

                                    EXHIBIT B

                                 PROMISSORY NOTE

Up to $750,000                                                      May 19, 2001

     FOR VALUE RECEIVED, the undersigned, DC Holdings, Inc., a California
corporation ("DC"), promises to pay to the order of Wareforce.com, Inc.
(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, within thirty (30) days after the last day of each calendar quarter an
amount equal to:

          (1)  Seven percent (7%) of DC's net revenue, defined as gross billings
               less cost for any hardware or outside services but including all
               revenue for billings for Westech employees, for the period from
               May 19, 2001 to December 31, 2001;

          (2)  Six percent (6%) of DC's net revenue, defined as gross billings
               less cost for any hardware or outside services but including all
               revenue for billings for Westech employees, for the period from
               January 1, 2002 to December 31, 2002;

          (3)  Five percent (5%) of DC's net revenue, defined as gross billings
               less cost for any hardware or outside services but including all
               revenue for billings for Westech employees, for the period from
               January 1, 2003 to December 31, 2003;

          (4)  Four percent (4%) of DC's net revenue, defined as gross billings
               less cost for any hardware or outside services but including all
               revenue for billings for Westech employees, for the period from
               January 1, 2004 to December 31, 2004; and

          (5)  Three percent (3%) of DC's net revenue, defined as gross billings
               less cost for any hardware or outside services but including all
               revenue for billings for Westech employees, for the period from
               January 1, 2005 to December 31, 2005.

     ii)  In no instance shall any payment in any quarter under this Note be
          less than thirty thousand dollars ($30,000).

     iii) In no instance shall the cumulative payments under this Note exceed
          seven hundred fifty thousand dollars ($750,000).

<PAGE>

     DC may prepay this Note if more any party who is not a shareholder in DC as
of May 19, 2001 acquires more than fifty percent (50%) of DC's common stock.
There shall be no penalty for prepayment. However, should this Note be prepaid,
the amount of such prepayment shall equal five hundred thousand dollars
($500,000).

     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 DC 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 DC.

     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,


<PAGE>

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 California.
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 California shall govern this Note.

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


                                              DC HOLDINGS, INC.

                                              /s/ Don Cantral
                                              ----------------------------------
                                              Name: Don Cantral
                                                    ----------------------------
                                              Title: President
                                                     ---------------------------


<PAGE>

                                    EXHIBIT C
                               SECURITY AGREEMENT

     THIS SECURITY AGREEMENT made this 19th day of May, 2001, by DC Holdings,
Inc. a California corporation (the Debtor) having its principal presently
located at 1611 Pomona Road, Corona, California 92880 (whether one or more,
hereinafter referred to as the "Debtor"), in favor of Wareforce.com, Inc., its
successors and assigns, whose address is 2361 Rosecrans Avenue, Suite 155, El
Segundo, California 90245 (hereinafter referred to as the "Secured Party").

                              W I T N E S S E T H:

     WHEREAS, Debtor is indebted to the Secured Party in the principal amount of
up to $750,000, 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.com, Inc. which
are related to its WesTech division to Debtor pursuant to a Purchase Agreement
of even date (the "Purchase Agreement"); and

     WHEREAS, the sale of the assets of Wareforce.com, Inc. 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 Schedule "A".

     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 Exhibit A whether
now owned or hereafter acquired together with any proceeds thereof (hereinafter
referred to as the "Collateral").

     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

<PAGE>

          (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.

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
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.

     2.4 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. 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.

<PAGE>

     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.

     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


<PAGE>

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 materially false when made or
furnished; or

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
California.

<PAGE>

     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 marshalling 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
therefor 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.

     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 California Uniform Commercial Code and all other legal
or equitable remedies provided by the laws of the United States and the State of
California.

<PAGE>

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
California Commercial Code and all issues arising hereunder shall be governed by
the laws of the State of California. 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.com, Inc.                         DC Holdings, Inc.

By: /s/ Dan Ricketts                        By: /s/ Don Cantral
    -----------------------------               --------------------------------
Name: Dan Ricketts                          Name: Don Cantral
      ---------------------------                 ------------------------------
Its: SVP & General Counsel                  Its: President
     ----------------------------                -------------------------------


<PAGE>

                                  SCHEDULE "A"


<PAGE>

                                    EXHIBIT D
                                 PROMISSORY NOTE

$21,076.94                                                          May 19, 2001

     FOR VALUE RECEIVED, the undersigned, DC Holdings, Inc., a California
corporation ("DC"), promises to pay to the order of Wareforce.com, Inc.
(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, no later than June 1, 2001 an amount equal to TWENTY-ONE THOUSAND
SEVENTY SIX DOLLARS AND NINETY-FOUR CENTS ($21,076.94).

     There shall be no penalty for prepayment.

     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 DC 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 DC.

     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.

<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 California.
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 California shall govern this Note.

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

                                         /s/ Don Cantral
                                         ---------------------------------------
                                         Name: Don Cantral
                                               ---------------------------------
                                         Title: President
                                                --------------------------------


<PAGE>

                                    EXHIBIT E
                               SECURITY AGREEMENT

     THIS SECURITY AGREEMENT made this 19th day of May, 2001, by DC Holdings,
Inc. a California corporation (the Debtor) having its principal presently
located at 1611 Pomona Road, Corona, California 92880 (whether one or more,
hereinafter referred to as the "Debtor"), in favor of Wareforce.com, Inc., its
successors and assigns, whose address is 2361 Rosecrans Avenue, Suite 155, El
Segundo, California 90245 (hereinafter referred to as the "Secured Party").

                              W I T N E S S E T H:

     WHEREAS, Debtor is indebted to the Secured Party in the principal amount of
TWENTY-ONE THOUSAND SEVENTY-SIX DOLLARS AND NINETY FOUR CENTS ($21,076.94), 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 Secured Party's advancing such sums to cover Debtor's payroll for the
period from May 19, 2001 to May 30, 2001 as part of the sale of the assets of
Wareforce.com, Inc. which are related to its WesTech division to Debtor pursuant
to a Purchase Agreement of even date (the "Purchase Agreement"); and

     WHEREAS, the advancement of sums by Wareforce.com, Inc. 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 Schedule "A".

     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:

     i.  SECURITY INTEREST:

     i.7 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
         Exhibit A whether now owned or hereafter acquired together with any
         proceeds thereof (hereinafter referred to as the "Collateral").

     i.7 This Security Agreement and the rights hereby (granted shall secure the
         following (hereinafter collectively referred to as the "Obligations"):

     i.  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



<PAGE>

respect of or in connection with the Collateral, and any other sums that may
become due and payable hereunder by the Debtor; and

     i.   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.

     i.   DEBTOR WARRANTS, COVENANTS AND AGREES:

     The Debtor hereby warrants, covenants and agrees that:

     i.7  The Collateral covered by this Security Agreement is used or purchased
          for use primarily for business purposes.

     i.7  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.

     i.7  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.

     i.7  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.

     i.7  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.

     i.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


<PAGE>

          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.

     i.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.

     i.7  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.

     i.7  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.

     i.7  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



<PAGE>

          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.

     i.7  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.

     i.7  Debtor will give Secured Party immediate written notice of any change
          in location of Debtor's chief executive office.

i.   EVENTS OF DEFAULT:

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

     i.7  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

     i.7  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.

     i.7  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; or

i.   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:

     i.7  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


<PAGE>

          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.

     i.7  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 California.

     i.7  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
          marshalling 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.

     i.7  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 herefore 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.

     i.7  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>

     i.7  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.

     i.7  The Secured Party shall have all the rights and remedies afforded a
          Secured Party under the California Uniform Commercial Code and all
          other legal or equitable remedies provided by the laws of the United
          States and the State of California.

i.   MISCELLANEOUS PROVISIONS:

     i.7  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.

     i.7  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.

     i.7  The terms herein shall have the meanings in and be construed under the
          California Commercial Code and all issues arising hereunder shall be
          governed by the laws of the State of California. 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.

     i.7  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.


<PAGE>

     i.7  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.

     i.7  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.

     i.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.

     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.com, Inc.                         DC Holdings, Inc.

By: /s/ Dan Ricketts                        By: /s/ Don Cantral
    ----------------------------                --------------------------------
Name: Dan Ricketts                          Name: Don Cantral
      --------------------------                  ------------------------------
Its: SVP & General Counsel                  Its: President
     ---------------------------                 -------------------------------


<PAGE>

                                  SCHEDULE "A"


<PAGE>

                                  SCHEDULE 1.1

                            PURCHASED ASSET SCHEDULE

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

(x)     office equipment 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;

(xi)    leasehold improvements not deemed to be the property of Seller's
        landlord including, without limitations, trade fixtures;

(xii)   rights to use the trade names "Western Technologies Group" and "WesTech"
        for such period of time as Buyer deems necessary;

(xiii)  all goodwill associates 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

<PAGE>

                                  SCHEDULE 1.2

                               ASSUMED LIABILITIES

The following shall comprise the Assumed Liabilities:

(ii)    Accrued vacation for all employees of record as of closing date.

(iii)   Lease of facility at 1611 Pomona Road, Corona, CA 92880


<PAGE>

                            BILL OF SALE OF BUSINESS

This Bill of Sale of Business is delivered pursuant to that certain Asset
Purchase Agreement (the "Agreement"), dated May 19, 2001, between DC Holdings,
Inc. (the "Buyer") and Wareforce.com, Inc. (the "Seller"), providing for the
purchase by Buyer of substantially all of the 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:

(i) office equipment 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;

(ii) leasehold improvements not deemed to be the property of Seller's landlord
including, without limitations, trade fixtures;

(iii) rights to use the trade names "Western Technologies Group" and "WesTech"
for such period of time as Buyer deems necessary;

(iv) all goodwill associates 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

(xiv) all other assets on the attached Schedule 1.1 "Purchased Asset Schedule".

     In witness whereof, the undersigned has executed this Bill of Sale of
Business in El Segundo, California, effective as of May 19, 2001.


                              WAREFORCE.COM, INC.


                              By: /s/ Dan Ricketts
                                  -----------------------------
                              Name: Dan Ricketts
                                    ---------------------------
                              Title: SVP & General Counsel
                                     --------------------------

<PAGE>

                               WAREFORCE.COM, INC.
                              OFFICERS CERTIFICATE

     I, Dan J. Ricketts, hereby certify (i) that I am the Secretary of
Wareforce.com, Inc. (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 May 19, 2001, between DC Holdings, Inc. and
Seller.


Dated: May 19, 2001                            WAREFORCE.COM, INC.

                                               By: /s/ Dan Ricketts
                                                   -----------------------------
                                               Name:  Dan J. Ricketts
                                               Title: Secretary