EXHIBIT 10.41
June 9, 2000
Asset Purchase Agreement Cancellation
&
Assumed Liability Agreement
by and between
WAREFORCE INCORPORATED
and
PACIFIC ONLINE COMPUTERS, INC.
Effective June 9, 2000, Wareforce Incorporated, and Pacific Online Computers,
Inc., hereby void that certain Asset Purchase Agreement dated as of June 2,
2000, by and between Wareforce, Incorporated and Pacific Online Computers, Inc.
Both parties hereby agree that this Asset Purchase Agreement dated as of June 2,
2000, is hereby declared null and void, and that both parties waive any rights
of recovery under this Asset Purchase Agreement of June 2, 2000.
In consideration of accepting cancelation of the Asset Purchase Agreement and in
connection with the Xxxx of Sale("Agreement") dated by and between Wareforce
Incorporated and Deutsche Financial Services, Wareforce Incorporated, agrees to
the following ASSUMPTION OF LIABILITIES OF Pacific Online, Inc. :
b) Upon the terms and subject to the conditions of this Agreement,
Wareforce, Inc. agrees, effective at the date of the Xxxx of Sale by and
between Deutsche Financial Services and Wareforce, Inc., to assume the
following liabilities of Pacific Online Inc., as the same existed on
Closing:
i) Deferred Revenue and Customer Deposits. Wareforce, inc. agrees to
continue to service all pre-paid service and maintenance agreements
up to the amount recorded on the books and records of Pacific Online
Computers, Inc., as of June 2, 2000. The amount recorded on the
books and records of Pacific Online Computers, Inc. as of June 2,
2000, is $145,179.74
ii) Lease Obligations. Subject to landlord approval and negotiations
between Wareforce, Inc. and landlords, Wareforce, Inc. shall lease
the facilities currently being leased by Wareforce, Inc. in
Bakersfield, Irvine and San Diego on a month-to month basis .
Wareforce, Inc. will not assume any obligations for Pacific Online
Inc.'s lease of its Xxxxxx City facility. However, Pacific Online
Inc. specifically agrees to provide Wareforce, Inc., at no cost to
Wareforce, Inc., with a reasonable period to remove any assets or
other employee materials from the Xxxxxx City facility as part of
the transition post-Closing.
iii) Information Systems. Wareforce, Inc. intends to convert Pacific
Online Inc.'s systems to Wareforce, Inc.'s own systems. Pacific
Online Inc. will work with Wareforce, Inc. to complete this as
quickly as possible. As may be required, Pacific Online Inc. will
work with Wareforce, Inc. and Pacific Online Inc.'s ERP system
vendor ("Trend") to ensure that Pacific Online Inc.'s systems are
converted to those of the Wareforce, Inc. with no disruption to
Pacific Online Inc.'s business information.
iv) Commissions Due. Wareforce, Inc. agrees to assume responsibility
for all commissions due to Pacific Online, Inc,'s salespeople for
previous months commissions accrued.
In witness whereof, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
PACIFIC ONLINE COMPUTERS, INC. WAREFORCE INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxx Xxxxxxxx
--------------------------- -------------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxx Xxxxxxxx
Title: President Title: Vice President, General Counsel
and Secretary