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Exhibit 10.60


                     FIFTH AMENDMENT TO AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT

        THIS FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
(this "Amendment"), dated as of May 24, 2001, is entered into by and between
CONGRESS FINANCIAL CORPORATION (WESTERN), a California corporation ("Lender"),
and WAREFORCE INCORPORATED, a California corporation ("Borrower").

                                    RECITALS

        A.     Borrower and Lender have previously entered into that certain
Amended and Restated Loan and Security Agreement dated as of April 25, 2000, as
amended by that certain First Amendment to Amended and Restated Loan and
Security Agreement, dated as of June 9, 2000, by that certain Second Amendment
to Amended and Restated Loan and Security Agreement, dated as of July 21, 2000,
by that certain Third Amendment to Amended and Restated Loan and Security
Agreement, dated as of August 25, 2000 and by that certain Fourth Amendment to
Amended and Restated Loan and Security Agreement, dated as of January 29 2001
(collectively, the "Loan Agreement"), pursuant to which Lender has made certain
loans and financial accommodations available to Borrower. Capitalized terms used
herein without definition shall have the meanings ascribed thereto in the Loan
Agreement.

        B.     Lender and Borrower wish to further amend the Loan Agreement
under the terms and conditions set forth in this Amendment. Borrower is entering
into this Amendment with the understanding and agreement that, except as
specifically provided herein, none of Lender's rights or remedies as set forth
in the Loan Agreement is being waived or modified by the terms of this
Amendment.

                                    AGREEMENT

        NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

        1.     Amendment to Loan Agreement. The Termination Date as set forth in
Section 12.1 of the Loan Agreement is hereby extended from the earlier of: (a)
May 27, 2001 or (b) the

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termination of that certain Agreement for Wholesale Financing, dated as of
August 24, 2000 by and between Deutsche Financial Services Corporation and
Borrower without a satisfactory replacement of such financing arrangement,
including a satisfactory intercreditor arrangement between Lender and such
replacement financing entity, each as determined by Congress in its sole
discretion to the earlier of (x) June 27, 2001 or (y) the termination of that
certain Agreement for Wholesale Financing, dated as of August 24, 2000 by and
between Deutsche Financial Services Corporation and Borrower without a
satisfactory replacement of such financing arrangement, including a satisfactory
intercreditor arrangement between Lender and such replacement financing entity,
each as determined by Congress in its sole discretion.

        2.     Early Termination Fee. No early termination fee shall be charged
to Borrower if Borrower terminates this Agreement during the renewal period from
May 27, 2001 to June 27, 2001.

        3.     Amendment Fee. Borrower shall pay Lender an extension and
amendment fee in the amount of Five Thousand Dollars ($5,000) for the extension
of the Loan Agreement and processing and approval of this Amendment, which fee
will be due, payable and fully earned upon the execution of this Amendment.

        4.     Effectiveness of this Amendment. Lender must have received the
following items, in form and content acceptable to Lender, before this Amendment
is effective and before Lender is required to extend any credit to Borrower as
provided for by this Amendment.

               (a)    Amendment. This Amendment and the attached Guarantor's
Consent fully executed in a sufficient number of counterparts for distribution
to Lender and Borrower.

               (b)    Representations and Warranties. The representations and
warranties set forth herein and in the Loan Agreement must be true and correct.

               (c)    Other Required Documentation. All other documents and
legal matters in connection with the transaction contemplated by this Amendment
shall have been delivered or executed or recorded and shall be in form and
substance satisfactory to Lender.

        5.     Representations and Warranties. The Borrower represents and
warrants as follows:

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               (a)    Authority. The Borrower has the requisite corporate power
and authority to execute and deliver this Amendment, and to perform its
obligations hereunder and under the Financing Agreements (as amended or modified
hereby) to which it is a party. The execution, delivery and performance by the
Borrower of this Amendment have been duly approved by all necessary corporate
action, have received all necessary governmental approval, if any, and do not
contravene any law or any contractual restrictions binding on Borrower. No other
corporate proceedings are necessary to consummate such transactions.

               (b)    Enforceability. This Amendment has been duly executed and
delivered by the Borrower. This Amendment and each Financing Agreement (as
amended or modified hereby) is the legal, valid and binding obligation of
Borrower, enforceable against Borrower in accordance with its terms, and is in
full force and effect.

               (c)    Representations and Warranties. The representations and
warranties contained in each Financing Agreement (other than any such
representations or warranties that, by their terms, are specifically made as of
a date other than the date hereof) are correct on and as of the date hereof as
though made on and as of the date hereof.

               (d)    No Default. After giving effect to this Amendment, no
event has occurred and is continuing that constitutes an Event of Default and by
entering into this Amendment, Lender is not waiving and shall not be deemed to
have waived any Event of Default that may exist.

        6.     Choice of Law. The validity of this Amendment, its construction,
interpretation and enforcement, the rights of the parties hereunder, shall be
determined under, governed by, and construed in accordance with the internal
laws of the State of California governing contracts only to be performed in that
State.

        7.     Counterparts. This Amendment may be executed in any number of
counterparts and by different parties and separate counterparts, each of which
when so executed and delivered, shall be deemed an original, and all of which,
when taken together, shall constitute one and the same instrument. Delivery of
an executed counterpart of a signature page to this Amendment by telefacsimile
shall be effective as delivery of a manually executed counterpart of this
Amendment.

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        8.     Reference to and Effect on the Financing Agreements.

               (a)    Upon and after the effectiveness of this Amendment, each
reference in the Loan Agreement to "this Agreement", "hereunder", "hereof" or
words of like import referring to the Loan Agreement, and each reference in the
other Financing Agreements to "the Loan Agreement", "thereof" or words of like
import referring to the Loan Agreement, shall mean and be a reference to the
Loan Agreement as modified and amended hereby.

               (b)    Except as specifically amended above, the Loan Agreement
and all other Financing Agreements, are and shall continue to be in full force
and effect and are hereby in all respects ratified and confirmed and shall
constitute the legal, valid, binding and enforceable obligations of Borrower to
Lender without defense, offset, claim or contribution.

               (c)    The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of Lender under any of the Financing Agreements, nor
constitute a waiver of any provision of any of the Financing Agreements.

               (d)    To the extent that any terms and conditions in any of the
Financing Agreements shall contradict or be in conflict with any terms or
conditions of the Loan Agreement, after giving effect to this Amendment, such
terms and conditions are hereby deemed modified or amended accordingly to
reflect the terms and conditions of the Loan Agreement as modified or amended
hereby.

        9.     Ratification. Borrower hereby restates, ratifies and reaffirms
each and every term and condition set forth in the Loan Agreement, as amended
hereby, and the Financing Agreements effective as of the date hereof.

        10.    Estoppel. To induce Lender to enter into this Amendment and to
continue to make advances to Borrower under the Loan Agreement, Borrower hereby
acknowledges and agrees that, after giving effect to this Amendment, as of the
date hereof, there exists no Event of Default and no right of offset, defense,
counterclaim or objection in favor of Borrower as against Lender with respect to
the Obligations.

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        IN WITNESS WHEREOF, the parties have entered into this Amendment as of
the date first above written.

                                      WAREFORCE INCORPORATED,
                                      a California corporation


                                      By: Don Hughes
                                          -------------------------------------
                                      Name: Don Hughes
                                      Title: CFO


                                      CONGRESS FINANCIAL CORPORATION (WESTERN),
                                      a California corporation


                                      By: /s/ Gary D. Cassianni
                                          -------------------------------------
                                      Name: Gary D. Cassianni
                                      Title: Vice President


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                               GUARANTOR'S CONSENT

                            Dated as of May 24, 2001

        The undersigned ("Guarantor"), in consideration of the continued
extension of credit to Wareforce Incorporated by Congress Financial Corporation
(Western) ("Congress"), hereby consents and agrees to the foregoing Fifth
Amendment to Amended and Restated Loan and Security Agreement (the "Amendment")
and hereby confirms and agrees that his Guarantee dated August 27, 1999 in favor
of Congress (the "Guarantee") is, and shall continue to be, in full force and
effect and is hereby ratified and confirmed in all respects except that, upon
the effectiveness of, and on and after the date of the Amendment, each reference
in the Guarantee to the Loan Agreement (as defined in the Amendment),
"thereunder", "thereof" or words of like import referring to the "Loan
Agreement", shall mean and be a reference to the Loan Agreement as amended or
modified by the Amendment. Although Congress has informed Guarantor of the
matters set forth above, and Guarantor has acknowledged the same, Guarantor
understands and agrees that Congress has no duty under the Loan Agreement, the
Guarantee or any other agreement with Guarantor to so notify Guarantor or to
seek such an acknowledgement, and nothing contained herein is intended to or
shall create such a duty as to any advances or transaction hereafter.


                                        /s/ Orie Rechtman
                                        -------------------------------------
                                        ORIE RECHTMAN, an individual