Exhibit 10.51 ASSIGNMENT OF PAYMENTS WHEREAS, an Asset Purchase Agreement (the "IMPRES Agreement") dated as of June 18, 2001, was entered into by and between Wareforce Incorporated, a California corporation ("Wareforce") and IMPRES Technology...

                                                                   Exhibit 10.51


                             ASSIGNMENT OF PAYMENTS

        WHEREAS, an Asset Purchase Agreement (the "IMPRES Agreement") dated as
of June 18, 2001, was entered into by and between Wareforce Incorporated, a
California corporation ("Wareforce") and IMPRES Technology Solutions, Inc., a
California corporation ("IMPRES"); and

        WHEREAS, the IMPRES Agreement provides for certain payments to be made
by IMPRES to Wareforce as more fully set forth therein; and

        WHEREAS, Wareforce and Congress Financial Corporation (Western)
("Congress") are parties to that certain Amended and Restated Loan and Security
Agreement, dated as of April 25, 2000, as amended (the "Loan Agreement")
pursuant to which Congress has been granted a lien on and security interest in
all personal property and other assets of Wareforce.

        WHEREAS, Wareforce and Congress entered into a Seventh Amendment to
Amended and Restated Loan and Security Agreement, dated as of July 3, 2001 (the
"Congress Amendment") which, in furtherance of the liens and security interests
granted under the Loan Agreement, requires, among other things, Wareforce to
provide to Congress an assignment of all of Wareforce's rights to payment under
the IMPRES Agreement; and

        WHEREAS, Section 8(e) of the IMPRES Agreement requires the consent of
IMPRES to effect such an assignment;


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

        Wareforce hereby assigns to Congress all rights to any payments, of
whatever kind or nature and howsoever arising, accorded to Wareforce under the
terms of or otherwise related to, the IMPRES Agreement. IMPRES hereby consents
to the foregoing assignment and agrees that, upon notice of an uncured event of
default under any agreement between Congress and Wareforce or upon request from
Congress, that it shall remit any and all payments due Wareforce under the
IMPRES Agreement directly to Congress or as otherwise directed by Congress in
such notice; provided, however, that until such time, IMPRES may continue to
make any such payments directly to Wareforce. IMPRES agrees that all payments
made or due Congress under the terms of this Assignment shall be made without
offset or counterclaim. Wareforce and IMPRES agree that Congress shall have no
liability under the IMPRES Agreement for any obligations of Wareforce
thereunder.

        This Assignment of Payments is irrevocable and may not be amended,
modified or terminated except in a writing executed by Congress.




        All notices and other communications hereunder shall be in writing or by
telex, telegram or telecopy, and shall be deemed to have been duly made when
delivered in person or sent by telex, telegram, telecopy, same day or overnight
carrier, or when deposited in the United States first class, registered or
certified mail return receipt requested, postage prepaid. Notices shall as
follows (or to such other address as any party may designate in writing to the
other parties):

    If to Congress:
    000 Xxxxx Xxxx Xxxxxx, Xxxxx 000
    Xxxxxxxx, Xxxxxxxxxx 00000
    Attn: Portfolio Manager
    Facsimile: (000) 000-0000

    If to the IMPRES:

        IMPRES Technology Solutions, Inc.
        0000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000
        Xxxxxxxx, XX 00000
        Attn: Xxxxxxx Xx
        Facsimile: (000) 000-0000

        If to Wareforce:

        Wareforce Incorporated
        0000 Xxxxxxxxx, Xxxxx 000
        Xx Xxxxxxx, Xxxxxxxxxx 00000
        Attn: Xxx Xxxxxx
        Facsimile: (000) 000-0000


        This Assignment of Payments 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
Assignment of Payments.




AGREED to this 8th day of August, 2001.

IMPRES TECHNOLOGY SOLUTIONS, INC.


/s/ Xxxxxxx Xx
---------------------
Xxxxxxx Xx
President


WAREFORCE INCORPORATED


/s/ Xxx Xxxxxx
---------------------
Xxx Xxxxxx
President


ACCEPTED THIS ___ DAY OF AUGUST, 2001.


CONGRESS FINANCIAL CORPORATION (WESTERN)

/s/ Xxxx Xxxxxxxxx
-------------------
Xxxx X. Xxxxxxxxx
Vice President