WAREFORCE COM INC
EXHIBIT 10.38
<DOCUMENT>
<TYPE>EX-10.38
<SEQUENCE>8
<FILENAME>v78399orex10-38.txt
<DESCRIPTION>EXHIBIT 10.38
<TEXT>
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                                                                   EXHIBIT 10.38


                         EXECUTIVE EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement") is executed and effective as of the 15th
day of May 2000, by and between DON Cantral an individual ("Employee"), and
WAREFORCE.COM, INC., a Nevada corporation (the "Company"), with reference to the
following facts:

Employee is an individual possessing unique management and executive talents of
value to the Company.

The Company desires to employ DON CANTRAL as its Senior Vice President of
E-Business, and Employee desires to accept such employment, all on the terms and
conditions set forth in this Agreement.


<PAGE>

                                    AGREEMENT

In consideration of the foregoing recitals and of the covenants and agreements
herein, the parties agree as follows:

3.  The Company hereby engages Employee to perform the duties and render the
    services set forth in Sections 2 for a period commencing on May 15, 2000
    (the "Start Date") and ending on the third anniversary of such date, (the
    "Employment Period") and Employee hereby accepts said employment and agrees
    to perform such services during the Employment Period. Unless this Agreement
    is terminated pursuant to Section 4 or unless either party gives the other
    written notice to the contrary at least six (6) months prior to an
    expiration date, this Agreement, together with any changes which have
    occurred during the employment period then expiring, shall automatically
    renew at the end of an Employment Period for an additional one (1) year
    employment period.

4.  DUTIES

    2.8.   SENIOR VICE PRESIDENT OF E-BUSINESS: Performing executive work of
           major importance to the Company, with the primary focus being the
           profitable management and profitable growth of the Company as a
           whole. During the Employment Period, Employee shall devote his full
           business time and attention to performing his duties as Senior Vice
           President of E-Business of the Company. He shall 1) be responsible
           for developing and implementing business plans for the profitable
           growth and operation of the E-Business division (formerly WesTech) 2)
           work with the President and other senior management in supporting
           Wareforce.com's internal E-Business initiatives 3) assist the CEO and
           President in formulating and administering Company policies; 4)
           review and analyze the activities and operations of the Company, and,
           in particular the E-Business division, to define and to track their
           progress toward achieving their goals and objectives in his related
           functional areas; 5) carry out supervisory responsibilities in
           accordance with Company policies, and applicable laws; 6) interview,
           hire and train managers and staff in his functional areas; 7) plan,
           assign and direct the work of managers and staff, appraise their
           performance, and reward and discipline them, and address their
           complaints in his functional areas; 8) submit all required
           documentation in a timely and accurate manner. The above description
           of duties is non-exhaustive. Employee shall work out of the Company's
           Coronos location and shall report to Company's President. Employee
           recognizes that the Board of Directors of the Company may be required
           under its fiduciary duty to the Company and to its stockholders to
           eliminate such position or to appoint a different person as such
           officer of this Company. The parties agree however, that any such
           elimination or replacement of Employee by the Company, other than
           pursuant to Section 4.2.1 or 4.3.2. hereof, shall constitute a
           termination of Employee's employment hereunder by the Company without
           cause.


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    2.9.   CHANGE OF CONTROL. If the Company or a significant portion thereof is
           sold or merged or undergoes a change of control transaction (as
           defined in the Company's Stock Option Agreement, a copy of which is
           attached hereto as Exhibit A), this Agreement shall survive
           consummation of such transaction and shall continue in effect for the
           remainder of the Employment Period, but Employee shall serve as an
           officer of the entity which succeeds to the business or a substantial
           portion of the business of the Company, and is such case shall bear a
           suitable title and perform the duties and functions of such office of
           such publicly traded or privately held successor, consistent with
           those customarily performed by an officer of such a unit, division or
           entity comparable to the then business of the Company, unit, division
           or entity. Employee may be required to accept greater or lesser
           responsibility by any successor, and agrees to fully cooperate and
           assist in any resulting transition for up to the remainder of the
           Employment Period; and any adjustments required of Employee to
           complete the transition to any successor, unit, division or entity,
           shall not violate this Agreement so long as "good reason" does not
           arise under Sections 4.6.2(ii), (iii) or (v). This Agreement shall
           apply to the automatic modification in duties resulting from such
           transaction as set forth above, however, notwithstanding the
           foregoing, Employee any exercise any "good reason" rights he may have
           under Section 4.6.2(iv).

    2.10.  CONFLICT OF INTEREST. Employee agrees that during the term of
           employment Employee will not, directly or indirectly, compete with
           the Company in any way, or usurp an Company opportunity in any way,
           nor will employee act as an officer, director, employee, consultant,
           shareholder, lender or agent of any entity which is engaged in any
           business in which the Company is now engaged or in which the Company
           becomes engaged during the term of employment. The Company is now
           engaged in the business of reselling computer hardware, software and
           peripherals, primarily to corporate and governmental accounts, and in
           the business of selling, both traditionally and on the internet,
           computer systems consulting, help and maintenance services, also
           primarily to corporate, education and governmental accounts. The
           company is also engaged in the business of developing web sites,
           performing e-business integration and other e-business activities.
           The Company is not now engaged in the business of manufacturing
           computers or their primary components. The Company may become engaged
           in the business of final assembly of computers and may become engaged
           in the business of catalog or mail-order sales of computer hardware,
           software and peripherals. Employee also agrees that during the term
           of employment, Employee will not, directly or indirectly, whether on
           his own behalf or on behalf of another, offer employment or a
           consulting assignment to any Company employee, nor will Employee, nor
           Employee's employer, directly or indirectly, whether on his own
           behalf or on behalf of another, actually employ or grant a consulting
           assignment to any Company employee. Employee also agrees that during
           the term of employment Employee will not, directly or indirectly,
           whether on his own behalf or on behalf of another, contact or solicit
           any of Company's clients to do business with any entity other than
           Company. However, the Company


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           acknowledges that Employee is currently also an officer and director
           of CoolWheels. Company agrees that employee may remain an officer of
           CoolWheels so long as Employee devotes at least forty (40) hours per
           week to Employee's duties with the Company. However, if Company
           determines in its sole discretion that Employee's duties as an
           officer of CoolWheels conflicts with Employee's duty to Company,
           Employee agrees to immediately resign as a officer and/or employee of
           CoolWheels. In addition, Company agrees that Employee may remain a
           director as long as Company, in its sole discretion, determines that
           such directorship does not conflict with Employee's duties to Company
           hereunder. If Company does so determine, Employee agrees to
           immediately resign as a CoolWheels director.

    2.11.  During the term of employment with the Company, Employee may have
           access to and become acquainted with information of a confidential,
           proprietary or secret nature that is or may be either applicable or
           related to present or future business of the Company, its research
           and development, or the business of its customers. For example, trade
           secret information includes, but is not limited to devices, secret
           inventions, processes and compilations of information, records,
           specifications and information concerning customers or vendors.
           Employees shall not disclose any of the above-mentioned trade
           secrets, directly or indirectly or use them in any way, either during
           the term of this agreement of at any time thereafter, except as
           required in the course of employment with the Company.

    2.12.  Employee agrees that all customers of the Company, for which the
           Employee has or will provide services during the Employee's
           employment by the Company, and all prospective customers from whom
           the Employee has solicited business while in the employ of the
           Company, shall be solely the customers of the Company.

    2.13.  Employee agrees that, for a period of twelve (12) months immediately
           following the termination of employment with the Company and so long
           as Employee is also still receiving payments under the buy-out
           provisions of the Asset Purchase Agreement dated ________, 2000 by
           and between Western Technologies Group, LLC and Company (the "Asset
           Purchase Agreement"), Employee shall neither directly nor indirectly
           solicit business as to products or services competitive with those of
           the Company, from any of the Company's customers with whom the
           Employee had contact within twelve (12) months prior to the
           Employee's termination. If such buy-out payments under the Asset
           Purchase Agreement have stopped, Employee agrees that, for a period
           of six (6) months immediately following the termination of employment
           with the Company, Employee shall neither directly nor indirectly
           solicit business as to products or services competitive with those of
           the Company, from any of the Company's customers with whom the
           Employee had contact within six (6) months prior to the Employee's
           termination.

    2.14.  Employee further agrees that for a period of twelve (12) months after
           termination of employment and so long as Employee is also still
           receiving payments under the buy-out provisions of the Asset

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           Purchase Agreement, Employee will not directly or indirectly induce
           or solicit any of Company's employees to leave their employment with
           the Company. If such buy-out payments under the Asset Purchase
           Agreement have stopped, Employee agrees that, for a period of six (6)
           months immediately following the termination of employment with the
           Company, Employee will not directly or indirectly induce or solicit
           any of Company's employees to leave their employment with the
           Company. This non-solicitation clause shall only apply to those
           employees employed by the Corporation at the time of such potential
           solicitation.

3.  COMPENSATION. As compensation for his services to be performed hereunder,
    the Company shall provide Employee with the following compensation and
    benefits:

    3.2    BASE SALARY. Employee's base salary shall be $130,800.00 per year,
           subject to an annual increase (if any) in the sole discretion of the
           Board, payable in accordance with the Company's payroll practices as
           in effect from time to time, and subject to such withholding as is
           required by law.

    3.3    BONUSES.

           3.2.1. Employee shall receive an annual bonus of $50,000.00, subject
                  to Employee meeting certain targets (which will
                  mutually-agreed upon as part of the Company's re-aligning
                  overall incentive plans). If any bonus is declared or paid, it
                  shall be subject to such withholding as is required by law.

                  3.2.1.1.  Employee shall be guaranteed to receive at least
                            $8,333 of this bonus during Employee's first year of
                            employment, payable in two equal installments, the
                            first of which shall be payable on September 30,
                            2000 and the second of which shall be payable after
                            the conclusion of the fiscal year when other senior
                            management bonuses are paid.

                            3.2.1.1.1. The bonus payments described herein shall
                                       only be due and payable provided that
                                       Employee has not been terminated for good
                                       cause (as defined below) at the time such
                                       payments are to be made.

    3.3.   BENEFITS.

           3.3.6. VACATION. Employee shall be entitled to vacation time as been
                  accrued each pay period since his date of first hire, less any
                  vacation taken in such amounts and under such conditions as
                  normally afforded to the Company's executives. In the event
                  Employee does not use such vacation, he shall receive, upon
                  termination of the Employment Period, vacation pay for all
                  unused vacation calculated as having accrued at the applicable
                  base salary for each relevant period of his employment.
                  However, Employee shall endeavor to take vacation time in the
                  year in which it is allocated to him.


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           3.3.7. BUSINESS EXPENSES. The Company shall reimburse Employee for
                  reasonable business expenses incurred by Employee in the
                  course of performing services for the company and in
                  compliance with procedures established from time to time by
                  the Company. This reimbursement shall occur on a monthly
                  basis, and is subject to Employee providing original
                  documentation in support of all business expenses
                  reimbursement sought.

           3.3.8. STOCK OPTIONS. Company shall grant Employee incentive stock
                  options on the same terms as granted to its senior executives
                  (excluding the Company's Chief Executive Officer). The
                  issuance of options is subject to approval by the Company
                  Board of Directors Compensation Committee. The initial option
                  grant to Employee shall be for 20,000 options, to be granted
                  on the first business day of the quarter immediately following
                  Employee's first day of employment.

           3.3.9. OTHER BENEFITS. Company shall provide Employee with employment
                  benefits as 401(k) participation, automobile allowance,
                  medical insurance and disability insurance, on the terms and
                  to the extent generally provided by the Company to its senior
                  executive employees. The amount of automobile allowance
                  provided by the Company to Employee shall be $500.00 per
                  month.

    3.4    OTHER PERSONS. The parties understand that other officers and
           employees may be afforded payments and benefits and employment
           agreements which differ from those of Employee in this agreement; but
           Employee's compensation and benefits shall be governed solely by the
           terms of this Agreement, which shall supersede all prior
           understandings or agreements between the parties concerning terms and
           benefits of employment of Employee with the Company. Other officers
           or employees shall not become entitled to any benefits under this
           Agreement.

4.  TERMINATION.

    4.3.   TERMINATION BY REASON OF PERMANENT DISABILITY. The Employment Period
           shall terminate upon the permanent disability (as defined in Section
           4.6.3 below) of Employee.

    4.4.   TERMINATION BY COMPANY

           4.3.3. The Company may terminate the Employment Period for "cause" by
                  seven (7) days advance written notice to Employee. However, no
                  such advance written notice shall be given if the Company
                  determines that the Company or a person would suffer
                  irreparable harm should the Employee be given notice.

                  4.2.1.1.  For such termination for "cause", the employee shall
                            have a ninety (90) day period from the date of the
                            written notice to cure such "cause". However, this
                            cure

<PAGE>


                            period shall not apply to termination's wherein the
                            Company's Board of Directors determines that the
                            Company would suffer irreparable harm should the
                            Employee be given the right to cure.

           4.3.4. The Company may terminate the Employment Period for any other
                  reason, with cause other than those described in Section 4.6.1
                  or without cause, by thirty (30) days advance written notice.

      4.4  TERMINATION BY EMPLOYEE

           4.4.1. Employee may terminate the Employment Period for "good reason"
                  (as defined in section 4.6.2 below) at any time by written
                  notice to the company.

           4.4.2. Employee may terminate the Employment Period for any other
                  reason by thirty (30) days advance written notice to the
                  Company.

    4.4    SEVERANCE PAY

           4.4.1  In the event the Employment Period is terminated by the
                  Company for any reason other than pursuant to Section 4.2.1 or
                  Section 4.3.2 hereof or if the Employment Period is terminated
                  because of a permanent disability of Employee pursuant to
                  Section 4.1, upon the effectiveness of any such termination,
                  the Company shall be obligated to pay to the employee (or his
                  executors, administrators or assigns, as the case may be) all
                  unpaid salary, benefits and bonuses (if any) accrued through
                  the date of effectiveness of such termination and, in
                  addition, a cash severance payment equal to six (6) month's
                  total base salary at the rates set forth herein, and such
                  other benefits as may be required by law.

           4.4.2  In addition, all stock options and general stock appreciation
                  rights granted by the Company to Employee which otherwise
                  would have vested within six (6) months following the Date of
                  Termination for death or disability shall accelerate and
                  become fully vested and exercisable on the Date of Termination
                  for death or disability, and shall remain exercisable for a
                  period ending on the normal expiration date specified in the
                  option agreements.

           4.4.4. In the event the Employment period is terminated by the
                  Company pursuant to Section 4.2.1 hereof, or the Employment
                  Period is terminated by Employee pursuant to Section 4.3.2
                  hereof, the Company shall have no obligation to pay any
                  severance pay to Employee. The Company shall, however, be
                  obligated to pay to Employee (or executors, administrators or
                  assigns, as the case may be) all unpaid salary, benefits and
                  bonuses (if any) accrued through the date of termination and
                  shall provide such other benefits as may be required by law.


<PAGE>

      4.5  TERMINATION BENEFITS. In the event of termination of the employment
           Period pursuant to Section 4.2 or 4.3.1, the Company shall provide
           Employee, Employee's spouse or domestic partner and children, if any,
           with such normal medical insurance, on the terms and to the extent
           generally provided by the Company to its executive employees on the
           level comparable to Employee, for a period of one year from the date
           of the termination of the Employment Period.

    4.7    CERTAIN DEFINITIONS.  For purposes of this Agreement:

           5.6.1. The term "cause" shall mean those acts identified in Section
                  2924 of the California Labor Code, as that section exists on
                  October 1, 1997, to wit, any willful breach of duty by the
                  Employee in the course of his employment, or in case of his
                  habitual neglect of his duty or continued incapacity to
                  perform it.

           5.6.2. The term "good reason" shall mean the occurrence of one or
                  more of the following events without Employee's express
                  written consent (I) removal of Employee from the position and
                  responsibilities as set forth under Section 2 above; (ii) a
                  material reduction by the company in the kind or level of
                  employee benefits to which Employee is entitled immediately
                  prior to such reduction with the result that Employee's
                  overall benefit package is significantly reduced; (iii) the
                  relocation of Employee to a facility or a location outside of
                  Southern California; (iv) a change in the control of the
                  Company, or (v) any material breach by the Company of any
                  material provision of this Agreement which continues uncured
                  for thirty (30) days following written notice thereof.

           5.6.3. The term "permanent disability" shall mean Employee's
                  incapacity due to physical or mental illness, which results in
                  Employee being absent from the performance of his duties with
                  the Company on a full-time basis for a period of six (6)
                  consecutive months. The existence or cessation of a physical
                  or mental illness which renders Employees absent from the
                  performance of his duties on a full-time basis shall, if
                  disputed by the Company or Employee, be conclusively
                  determined by written opinions rendered by two qualified
                  physicians, one selected by Employee and one selected by the
                  Company. During the period of absence, but not beyond the
                  expiration of the Employment Period, Employee shall be deemed
                  to be on disability leave of absence, with his compensation
                  paid in full. During the period of such disability leave of
                  absence, the Board of Directors may designate an interim
                  officer with the same title and responsibilities of Employee
                  on such terms, as it deems proper.





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    4.7.   EMPLOYEE BENEFIT PLANS

           Any employee benefit plans in which employee may participate pursuant
           to the terms of this Agreement shall be governed solely by the terms
           of the underlying plan documents and by applicable law, and nothing
           in this Agreement shall impair the Company's right to amend, modify,
           replace, and terminate any and all such plans in its sole discretion
           as provided by law. This Agreement is for the sole benefit of
           Employee and the Company, and is not intended to create an employee
           benefit plan or to modify the terms of any of the Company's existing
           plans.

6.  MISCELLANEOUS

    5.7    ARBITRATION/GOVERNING LAW. To the fullest extent permitted bylaw, any
           dispute, or claim or controversy of any kind (including but not
           limited to tort, contract, and statue) arising under, in connection
           with, or relating to this Agreement or Employee's employment, shall
           be resolved exclusively by binding arbitration in Los Angeles County,
           California in accordance with the commercial rules of the American
           Arbitration Association then in effect. The Company and Employees
           agree to waive any objection to personal jurisdiction or venue in any
           forum located in Los Angeles County California. No claim, lawsuit or
           action of any kind may be filed by either party to this Agreement
           except to compel arbitration or to enforce an arbitration award;
           arbitration is the exclusive dispute resolution mechanism between the
           parties hereto. Judgment may be entered on the arbitrator's award in
           any court having Jurisdiction. The validity; interpretation, effect
           and enforcement of this Agreement shall be governed by the laws of
           the State of California.

    5.8    ASSIGNMENT. This agreement shall inure to the benefit of and shall be
           binding upon the successors and assigns shall specifically assume
           this Agreement. Since this agreement is based upon the unique
           abilities of, and the Company's personal confidence in Employee,
           Employee shall have no right to assign this Agreement or any of his
           rights hereunder without the prior written consent of the Company.

    5.9    SEVERABILITY. If any provision of this Agreement shall be found
           invalid, such findings shall not effect the validity of the other
           provisions hereof and the invalid provisions shall be deemed to have
           been severed herefrom.

    5.10   WAIVER OF BREACH. The waiver by any party of the breach of any
           provision of this Agreement by the other party or the failure of any
           party to exercise any right granted to it hereunder shall not operate
           or be construed as the waiver of any subsequent breach by such other
           party nor the waiver of the right to exercise any such right.

    5.11   ENTIRE AGREEMENT. This instrument, together with the plans referred
           to in Section 5, contains the entire agreement of the

<PAGE>

           parties. It may not be changed orally but only by an agreement in
           writing signed by the parties.

    5.12   NOTICES. Any notice required or permitted to be given hereunder shall
           be in writing and may be personally served or sent by United States
           mail, and shall be deemed to have been given when personally served
           or two days after having been deposited in the United States mail,
           registered or certified mail, return receipt requested, with
           first-class postage prepaid and properly addressed as follows. For
           the purpose hereof, the addresses of the parties hereto (until notice
           of a change thereof is given as provided in this Section 5.6) shall
           be as follows:

           If to Employee:
           Don Cantral

           __________________________

           __________________________

           If to the Company:
           Wareforce.com, Inc.
           2361 Rosecrans Avenue, Suite 155
           El  Segundo, California 90245
           Attention: General Counsel

    5.7.   HEADINGS. The paragraph and subparagraph headings herein are for the
           convenience only and shall not affect the construction hereof.

    5.8.   FURTHER ASSURANCES. Each of the parties hereto shall, from time to
           time, and without charge to the other parties, take such additional
           actions and execute, deliver and file such additional instruments as
           may be reasonably required to give effect to the transactions
           contemplated hereby.

    5.9.   ATTORNEYS' FEES. In the event any party hereto commences arbitration
           or legal action in connection with this Agreement, the prevailing
           party shall be entitled to its attorneys' fees, costs and expenses
           reasonably incurred in such action, and the amount thereof shall be
           included in any judgment or award granted under Section 5.1.

    5.10.  COUNTERPARTS. This Agreement may be executed simultaneously in any
           number of counterparts, each of which shall be deemed an original but
           all, which together shall constitute one and the same instrument.

    5.11.  SEPARATE COUNSEL. The Company has been represented by counsel in the
           negotiation and execution of this Agreement and has relied on such
           counsel with respect to any matter relating hereto. The Employee has
           been invited to have his own counsel review and negotiate this
           Agreement and Employee has either obtained has either obtained his
           own counsel or has elected not to obtain counsel.


<PAGE>

    5.12.  INDEMNIFICATION The Company shall provide to the Employee insurance
           coverage under its Director and Officer's Insurance and General
           Liability, and Employment Practices policies to the same extent as it
           provides to all other similar employees of the Employee's title and
           position.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of the
day and year first above written.



"EMPLOYEE"                                 "COMPANY"

WAREFORCE.COM, INC.
                                           a Nevada corporation



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



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