8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT


     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of earliest event reported): June 2, 2003


                       PACIFIC MAGTRON INTERNATIONAL CORP.
             (Exact name of registrant as specified in its charter)


                                     Nevada
                 (State or other jurisdiction of incorporation)


       000-25277                                        88-0353141
(Commission File Number)                    (IRS Employer Identification Number)


               1600 California Circle, Milpitas, California 95035
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (408) 956-8888


                                 Not Applicable
          (Former name or former address, if changed since last report)

ITEM 2. OTHER EVENTS

On June 6, 2003, the Company issued a press release (attached hereto as Exhibit
99.1) announcing that it has entered into an agreement to dispose of all or
substantially all of the intangible assets of its Frontline Network Consulting,
Inc. subsidiary.

On June 2, 2003, the Company entered into an asset purchase agreement (the
"Agreement," attached hereto as Exhibit 2.1), to sell all or substantially all
of the intangible assets of the Company's subsidiary Frontline Network
Consulting, Inc. to Sable Computer, Inc. ("Sable"). The Company received $3,000
on the closing date and will receive four equal payments of $3,000 on June 30,
July 31, August 31 and September 30, 2003 pursuant to a promissory note (the
"Note," attached hereto as Exhibit 2.2). The Note is unsecured and bears no
interest unless an "Event of Default," as defined in the Note, occurs. The
Company had no prior relationship with Sable prior to the time of this sale.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.    Exhibit Description                                Filed Herewith
- -----------    -------------------                                --------------

2.1            Asset Purchase Agreement dated as of May 31, 2003         X
2.2            Promissory Note dated as of May 31, 2003                  X
99.1           Press Release                                             X

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: June 6, 2003                     PACIFIC MAGTRON INTERNATIONAL CORP.


                                        /s/ Theodore S. Li
                                        ----------------------------------------
                                        Theodore S. Li
                                        Chairman of the Board and President

EX-2.1

                                                                     EXHIBIT 2.1

                            ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT (the "Agreement") is dated as of May 31, 2003
(the "Effective Date"), by and between Pacific Magtron International Corp., a
Nevada corporation ("Seller"), and Sable Computer, Inc., a California
corporation ("Buyer").

                                    RECITALS

A. Buyer desires to purchase from Seller and Seller desires to sell to Buyer, on
the terms and subject to the conditions of this Agreement, the Assets as defined
below.

B. Buyer and Seller are entering into a Promissory Note in conjunction with this
Agreement to evidence the partial payment of the Purchase Price, as defined
below.

     NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, and other good and valuable consideration, the receipt, adequacy
and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. PURCHASE AND CONSIDERATION

     1.1 Purchase of Selected Assets. Subject to the terms and conditions of
this Agreement, Seller agrees to assign and/or deliver to Buyer on the Closing
Date (as defined in Section 2.1 below), and Buyer agrees to buy from Seller, the
assets listed on Exhibit A and fully incorporated by this reference (the
"Assets"). In addition, Seller shall hereby grant to Buyer the use of the
business name "Frontline Network Consulting" as a d.b.a. to Buyer's business.

     1.2 Purchase Price. As consideration for the Assets, Buyer shall pay to
Seller the sum of $15,000.00 (the "Purchase Price"). The Buyer shall pay to the
Seller, in cash, cashier's check or wire transfer the sum of $3,000.00 on the
Closing Date and the remaining $12,000 shall be evidenced by a Promissory Note,
a form of which is attached hereto as Exhibit B, with four installments due and
payable to Seller at the end of June, July, August and September of 2003.

2. CLOSING

     2.1 The Closing. The transactions contemplated by this Agreement shall be
consummated (the "Closing") at Seller's principal office as of May 31, 2003, or
at such other time or place as the parties shall mutually agree (the "Closing
Date").

     2.2 Actions at the Closing. At the Closing:

          2.2.1 Buyer shall deliver cash portion of the Purchase Price to
Seller.

          2.2.2 Buyer shall execute the Promissory Note.

          2.2.3 Upon receipt of the cash portion of the Purchase Price and the
Promissory Note, Seller will deliver the Assets to the Buyer, in the case such
assets are tangible, or execute and deliver to the Buyer a bill of sale and
assignment of assets and all other affidavits, bills of sale, endorsements,
assignments and other instruments as necessary or appropriate in Seller's
commercially reasonable discretion (the "Transfer Documents") to sell, convey,
assign, transfer and deliver to Buyer title to the Assets, in the case such
assets are intangible.

3. REPRESENTATIONS, WARRANTEES AND ADDITIONAL COVENANT OF SELLER.

Seller represents and warrants to Buyer solely as follows:

     3.1 Authority. Seller has all requisite power and authority to enter into
this Agreement and to consummate the transactions contemplated hereby. This
Agreement has been duly executed and delivered by, and constitutes the valid and
binding obligation, enforceable in accordance with its terms of Seller.

     3.2 Title to or Rights in Assets. Seller has either (i) good title to all
of the Assets it owns, and at the Closing, Seller will sell, convey, assign,
transfer and deliver to Buyer good title to all of the Assets, or (ii) has
sufficient and necessary rights in all of the Assets it licenses, and at the
Closing, Seller will assign and transfer to Buyer all of its rights in the
Assets.

Seller covenants to buyer as follows:

     3.3 Seller will provide the necessary assistance to Buyer in Buyer's effort
to obtain any and all information (other than those restricted by Seller's
contractual obligations and/or unlawful) under Frontline Network Consulting's
login ID on Cisco CCO and HP TOSS/Big Deal websites for a period of 90 days from
Closing.

4. REPRESENTATIONS AND WARRANTIES OF BUYER.

Buyer represents and warrants to Seller as follows:

     4.1 Authority. Buyer has all requisite power and authority to enter into
this Agreement and to consummate the transactions contemplated hereby. This
Agreement has been duly executed and delivered by, and constitutes the valid and
binding obligation, enforceable in accordance with its terms of Buyer.

5. MISCELLANEOUS PROVISIONS.

     5.1 Assignment, Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the parties and their respective
successors and assigns. Neither party to this Agreement may assign its rights
and obligations hereunder without the other party's prior written consent.

     5.2 Alterations and Waivers. The waiver, amendment or modification of any
provision of this Agreement or any right, power or remedy hereunder, whether by
agreement of the parties or by custom, course of dealing or trade practice,
shall not be effective unless in writing and signed by the party against whom
enforcement of such waiver, amendment or modification is sought.

     5.3 Expenses. Each party will bear its expenses incident to the negotiation
and execution of this Agreement and the transactions contemplated hereby,
including, without limitation, all fees of its legal counsel, accountants and
consultants, whether or not such transactions are consummated.

     5.4 Governing Law. This agreement shall be construed, governed and enforced
in accordance with the laws of the State of California, without reference to its
choice of law provisions.

     5.5 Arbitration. Any and all disputes arising out of or related to this
Agreement shall be settled by final and binding arbitration. The arbitration
will be administered by and in accordance with the Commercial Dispute Resolution
rules of the American Arbitration Association as then in effect, and judgment
upon any award rendered by the arbitrator may be entered by any California state
or federal court having jurisdiction thereof. Any such arbitration shall take
place in Santa Clara County in the State of California and shall be conducted by
a single arbitrator. The arbitrator shall be an active member in good standing
of the State Bar of California or a retired judge. The arbitrator shall comply
with California law in accordance with Section 5.4 of this Agreement. In
addition to any award for damages, the arbitrator shall explicitly determine who
is the prevailing party. The losing party in the arbitration shall reimburse the
prevailing party for all expenses incurred in connection with the arbitration,
including without limitation, reasonable attorney fees, costs and the
arbitrator's fees, as determined by the arbitrator. Each party shall submit
their attorney fees, any incurred costs and arbitrator's fees to the arbitrator
at the conclusion of the arbitration proceeding. The parties intend that this
provision to arbitrate be valid, enforceable, binding and irrevocable.

     5.6 Severability. In the event any provision of this Agreement or the
application of any such provision shall be held to be prohibited or
unenforceable in any jurisdiction, such provision shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability. The remaining provisions of this Agreement shall remain in
full, force and effect, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. The parties shall use their best efforts to replace the
provision that is contrary to law with a legal one approximating to the extent
possible the original intent of the parties.

     5.7 No Third-Party Beneficiaries. Nothing contained in this Agreement shall
be construed to give any person other than Seller and Buyer any legal or
equitable right, remedy or claim under or with respect to this Agreement or the
Assets.

     5.8 Integration and Entire Agreement. This Agreement and the Exhibit and
other documents referred to herein set forth the entire understanding between
the parties and supersede all previous and contemporaneous written or oral
negotiations, commitments, understandings, and agreements relating to the
subject matter hereof and merge all prior and contemporaneous discussions
between the parties. No party shall be bound by any definition, condition,
representation, warranty, covenant or provision other than as contained herein.

     5.9 Counterparts. For the convenience of the parties, this Agreement may be
executed in one or more counterparts; each of which shall be deemed an original,

but all of which together constitute one and the same instrument. Facsimile or
electronic signatures shall be deemed originals for all purposes.

     5.10 Headings. All Section headings and captions are inserted solely for
convenience of reference are not to be considered a part of this Agreement and
shall not affect the meaning or interpretation hereof.

     5.11 Voluntary Execution of Agreement. This Agreement is executed
voluntarily and without any duress or undue influence on the part or behalf of
the parties. The parties acknowledge that:

     (a) They have read this Agreement;
     (b) They have been represented in the preparation, negotiation, and
execution of this Agreement by legal counsel of their own choice or that they
have voluntarily declined to seek such counsel;
     (c) They understand the terms, obligations, limitations and consequences of
this Agreement it contains.
     (d) They are fully aware of the legal and binding effect of this Agreement.

6. LITIGATION.

Seller is not currently a party to any litigation, arbitration, or other claim
adjudication process. Buyer has been informed of a potential labor dispute
arising out of the termination of Creston Myers of Technical Insight with
Seller. Seller is not aware of any claims, notice of claims, arbitration,
investigation, hearing, or other legal, administrative or governmental
proceedings related to the purchased Assets

7. BROKERS.

All negotiations relative to the Asset Purchase Agreement have been carried out
by Buyer directly with Seller without the intervention of any person on behalf
of Seller in such manner as to give rise to any valid claim by any company or
person against Buyer for a finder's fee, brokerage commission or similar
payment.

8. NON-COMPETITION.

Seller will not, for a period of three (3) years from the Closing, (a) continue
to engage in any type of business conducted by Seller's entities known as
Frontline Network Consultants or Technical Insights except as listed on Exhibit
C, (b) Seller shall not hire or attempt to hire, in any capacity, any
transferred employee; provided, however, that the foregoing shall not apply to
any transferred employee who is terminated by Buyer after the Closing Date.

9. NON-DISCLOSURES AND CONFIDENTIALITY.

     9.1 Seller will at all times hold in strictest confidence any and all
confidential information within their knowledge concerning the products,
services, business, suppliers, and customers relating to Frontline Network
Consultants or Technical Insights. Such confidential information includes,
without limitation, discoveries, inventions, ideas, concepts, research,
development, processes, procedures, "know-how", marketing techniques and
materials, marketing and development plans, business plans, employee
compensation information, computer programs and systems, their respective
clients, information obtained from another party and treats as proprietary or

designates as "confidential information", financial information, sales and
distribution information, price lists, the identity and lists of actual and
potential customers and technical information.

     9.2 Buyer agree to a joint Press Release after the Closing Date to be
published by Seller. Such Press Release shall be approved by both parties prior
to release. However, under no circumstances shall the press release be issued
later than three (3) business days after the Effective Date.

10. INDEMNIFICATION.

     10.1 Effective on the Closing Date and thereafter, 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: (a) 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 the Closing Date; (b) any claim first made
or litigation instituted by a third party relating to Seller's conduct of the
business prior to Closing Date; (c) any taxes imposed on Buyer, Frontline
Network Consultants or Technical Insights or any of the Assets for any period
prior to the Closing; (d) the breach by Seller of any representations or
warranties made by Seller herein or in any document given by Seller in
connection with the consummation of the transaction contemplated herein.

     10.2 Effective on the Closing Date the thereafter, Buyer shall, jointly and
severally, indemnify and hold harmless Seller, and its subsidiaries and their
directors, officers, stockholders, employees and agents, from and against any
and all Losses arising from or in connection with (a) any claim made or
litigation instituted by a third party relating to Buyers conduct or actions
after the Closing Date; (b) any taxes imposed on Seller, or its affiliated
entities after the closing date; (c) the breach by Buyer of any representations
or warranties made by Buyer herein or in any documents given by Buyer in
connection with the consummation of the transaction completed herein.

11. EMPLOYEES.

Buyer may offer employment on an "at will" basis to certain other employees of
Seller identified by Buyer. All employees of Seller not hired by Buyer will be
the sole responsibility of Seller. Buyer would not assume any liabilities of
Seller relating to any employees. The employees who accept employment with Buyer
will be eligible to participate in the benefit plans offered to all employees of
Buyer; provided, however, that the receipt of such benefits by the employees
shall be subject to Buyer' eligibility and enrollment requirements pertaining to
such benefit programs. Each employee's term of service with Seller shall, for
employee plan benefit purposes, be deemed his or her Buyer term of service to
the extent permitted under the benefit plans.

12. NOTICES.

All notices or other communications required or permitted to be given hereunder
shall be in writing and shall be deemed given to a party when (a) delivered by
hand or by a nationally recognized overnight courier service (costs prepaid),
(b) sent by facsimile or e-mail with confirmation of transmission by the
transmitting equipment, or (c) received or rejected by the addressee, if sent by

certified mail, postage prepaid and return receipt requested, in each case to
the following:

If to Buyer, to:

Sable Computer, Inc.
d.b.a.: KIS Computer Center
37420 Cedar Blvd. Suite C
Newark, California 94560
Attention: Sean Canevaro
Tel: (510) 818-1890
E-mail: sean@kiscc.com

If to Seller, to:

Pacific Magtron International Corp.
1600 California Circle
Milpitas, CA 95035
Attention: Ted Li
Tel: (408) 956-8888
E-Mail: tli@pacmag.com

And a copy to:

Quarles and Brady, Straich Lang, LLP
2 North Central Ave.
One Renaissance
Phoenix, AZ 85004
Attn: Christian Hoffmann, Esq.

     Either party hereto may change its contact information for notices and
other communications hereunder by notice to the other party hereto.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.

Pacific Magtron International Corp.

By: /s/ Theodore Li
    ------------------------------
    Theodore Li, President

Sable Computer, Inc.

By: /s/ Sean Canevaro
    ------------------------------
    Sean Canevaro, CEO

EX-2.2

                                                                     EXHIBIT 2.2

                                 PROMISSORY NOTE

$12,000                                                             May 31, 2003

     FOR VALUE RECEIVED, the undersigned, SABLE COMPUTER, INC., a California
corporation (the "Company") promises to pay to Pacific Magtron International
Corp., a Nevada corporation (together with its successors and assigns, the
"Payee"), in the manner and at the place hereinafter provided, the principal
amount of Twelve Thousand Dollars ($12,000) in partial payment for the assets
being acquired by the Company from the Payee pursuant to that certain Asset
Purchase Agreement of even date herewith. The principal amount of this Note (the
"Principal Amount") shall be payable in four monthly installments of Three
Thousand Dollars ($3,000) on June 30, July 31, August 31 and September 30, 2003
(each a "Payment Date"). This Promissory Note shall bear no interest unless and
until an Event of Default.

                                    ARTICLE 1

                               TERMS OF REPAYMENT

     1.1 PAYMENT. Any payment under this Note shall first be credited against
costs and expenses provided for hereunder, second to the payment of accrued and
unpaid interest, and the remainder shall be credited against principal. All
principal due hereunder shall be payable in legal tender of the United States of
America, and in same day funds delivered to Payee at the address indicated
below, or at such other place as Payee or any holder hereof shall designate in
writing for such purpose from time to time. If a payment hereunder otherwise
would become due and payable on a Saturday, Sunday or legal holiday, the due
date thereof shall be extended to the next succeeding business day, and interest
shall be payable thereon during such extension.

     1.2 PRE-PAYMENTS. The Company may prepay this Note in whole or in part at
any time without penalty.

     1.3 EXEMPTION FROM RESTRICTIONS. It is the intent of the Company and Payee
in the execution of this Note that the indebtedness hereunder be exempt from the
restrictions of the usury laws of any applicable jurisdiction. The Company and
Payee agree that none of the terms and provisions contained herein shall be
construed to create a contract for the use, forbearance or detention of money
requiring payment of interest at a rate in excess of the maximum interest rate
permitted to be charged by the laws of any applicable jurisdiction. In such
event, if any holder of this Note shall collect monies which are deemed to
constitute interest which would otherwise increase the effective interest rate
on this Note to a rate in excess of the maximum rate permitted to be charged by
the laws of any applicable jurisdiction, all such sums deemed to constitute
interest in excess of such maximum rate shall, at the option of such holder, be
credited to the payment of the principal amount due hereunder or returned to the
Company.

     1.4 SECURITY. This is an unsecured Note.

                                    ARTICLE 2

                         REPRESENTATIONS AND WARRANTIES

     The Company hereby represents and warrants to Payee, as of the date hereof,
as follows:

     2.1 ORGANIZATION AND GOOD STANDING. The Company is a corporation duly
organized and existing in good standing under the laws of the State of
California. The Company has full corporate power and authority to carry on its
business as now conducted and to own, lease and operate the properties and
assets now owned, leased and operated by it. The Company is duly qualified to
transact business in all states and jurisdictions in which the business or
ownership of its property makes it necessary so to qualify (other than
jurisdictions in which the nature of the property owned or business conducted,
when considered in relation to the absence of serious penalties, renders
qualification as a foreign corporation unnecessary as a practical matter).

     2.2 AUTHORIZATION. The execution, delivery and performance of this Note by
the Company:

          2.2.1 has been duly authorized by its members; and

          2.2.2 will not result in the violation or breach of any term or
provision of charter instruments applicable to the Company or constitute a
material default under any indenture, mortgage, deed of trust or other contract
or agreement to which the Company is a party or by which the Company is bound.

     2.3 CONSENTS AND APPROVALS. No consent, approval or authorization of, or
declaration, filing or registration with, any governmental or regulatory
authority, or any other person or entity, is required to be made or obtained by
the Company in connection with the execution, delivery and performance of this
Note and the consummation of the transactions contemplated hereby, except those
which have been obtained or made.

                                    ARTICLE 3

                                    COVENANTS

     So long as any amount under this Note shall remain unpaid, the Company
will, unless Payee otherwise consents in writing:

     3.1 ACCOUNTING RECORDS. Maintain a system of accounting established and
administered in accordance with sound business practices to permit preparation
of financial statements in conformity with generally accepted accounting
principles ("GAAP");

     3.2 NOTICES. Promptly give written notice to Payee in reasonable detail of
the occurrence of any Event of Default, or any condition, event or act which
with the giving of notice or the passage of time or both would constitute an
Event of Default.

                                    ARTICLE 4

                                     DEFAULT

     4.1 EVENTS OF DEFAULT. Any of the following events shall constitute an
"Event of Default" hereunder:

          4.1.1 Failure by the Company to pay the principal or interest of this
Note when due and payable on the Payment Dates;

          4.1.2 Failure of the Company to perform any of the covenants,
conditions, provisions or agreements contained herein, which failure continues
for a period of fifteen days (15) days after written notice of default has been
given to the Payee by the Company; or

          4.1.3 The entry of an order for relief under Federal Bankruptcy Code
as to the Company or entry of any order appointing a receiver or trustee for the
Company or approving a petition in reorganization or other similar relief under
bankruptcy or similar laws in the United States of America or any other
competent jurisdiction, and if such order, if involuntary, is not satisfied or
withdrawn within sixty (60) days after entry thereof; or the filing of a
petition by the Company seeking any of the foregoing, or consenting thereto; or
the filing of a petition to take advantage of any debtor's act; or making a
general assignment for the benefit of creditors; or admitting in writing
inability to pay debts as they mature.

     4.2 ACCELERATION. Upon any Event of Default (in addition to any other
rights or remedies provided for under this Note), at the option of the Payee or
any holder hereof, all sums evidenced hereby, including all principal, accrued
but unpaid interest, fees and all other amounts due hereunder, shall become
immediately due and payable. If an Event of Default in the payment of principal
or interest should occur and be continuing with respect to this Note, the Payee
or any holder hereof may declare the principal, accrued but unpaid interest,
fees and all other amounts due hereunder to be immediately due and payable. In
the Event of a Default due to a breach of any other covenant or term, the Payee
or holder hereof may take action to accelerate this Note. If an Event of Default
relating to certain events of bankruptcy, insolvency or reorganization of the
Company occurs and is continuing, the principal of and interest on this Note
will become and be immediately due and payable without any declaration or other
act on the part of the Payee or any holder hereof.

     4.3 NOTICE BY THE COMPANY. Upon the happening of any Event of Default
specified in this Article 4, that is not cured within the respective periods
prescribed above, the Company shall notify Payee or any holder hereof in writing
within fifteen (15) days after the occurrence of any such Event of Default.

     4.4 NO WAIVER. Failure of the Payee or any holder hereof to exercise any
option hereunder shall not constitute a waiver of the right to exercise the same
in the event of any subsequent Event of Default, or in the event of continuance
of any existing Event of Default after demand or performance thereof.

     4.5 PURSUIT OF ANY REMEDY. The Payee or any holder hereof has the right to
direct the time, method and place of conducting any proceeding for exercising
any remedy available to the Payee or any such holder hereof under this Note.

                                    ARTICLE 5

                                  MISCELLANEOUS

     5.1 AMENDMENTS. No amendment or waiver of any provision of this Note, nor
consent to any departure by the Company herefrom, shall in any event be
effective unless the same shall be in writing and signed by the Payee, and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.

     5.2 NOTICES. All notices and other communications provided for hereunder
shall be in writing (including telecopier communication) and mailed, telecopied,
or delivered, to the Company or Payee, as applicable, at their respective
addresses specified on the signature pages hereof, or, as to each party, at such
other address as shall be designated by such party in a written notice to the
other party. All such notices and communications shall, when mailed or
telecopied, be effective when deposited in the mails or telecopied with receipt
confirmed, respectively.

     5.3 NO WAIVER; REMEDIES. No failure on the part of Payee to exercise, and
no delay in exercising, any right hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any right hereunder preclude any
other or further exercise thereof or the exercise of any other right. All
rights, powers and remedies of Payee in connection with this Note are cumulative
and not exclusive, and shall be in addition to any other rights, powers or
remedies provided by law or equity.

     5.4 SEVERABILITY; HEADINGS. If any one or more provisions of this Note
shall be held to be illegal, invalid or otherwise unenforceable, the same shall
not affect any other provisions of this Note and the remaining provisions of
this Note shall remain in full force and effect. Article and paragraph headings
in this Note are included herein for convenience of reference only and shall not
constitute a part of this Note for any other purpose or be given any substantive
effect.

     5.5 BINDING EFFECT; TRANSFER. This Note shall be binding upon and inure to
the benefit of the Company and Payee and their respective successors and
assigns. Payee may not assign or otherwise transfer, or grant participations in,
this Note or all or any portion of its rights hereunder or its interest herein
to any person or entity without the prior written consent of the Company which
consent shall not be unreasonably withheld. The Company may not assign or
otherwise transfer its rights or obligations hereunder or any interest herein
without the prior written consent of Payee. Any attempted assignment by the
Company or Payee in contravention of this paragraph shall be null and void and
of no force or effect.

     5.6 ENFORCEMENT. It is agreed that time is of the essence of this Note and
upon an Event of Default of the terms of this Note the Company agrees to pay all
costs of collection or enforcement, including a reasonable attorneys' fee and if
there is a default in payment of any sum due hereunder, interest shall be due at
a rate of ten percent (10%) per annum. If the Event of Default is the failure to
pay the amount due and payable ("The Amount") as defined in section 4.1.1, the

Company agree to pay a late charge in the amount equal to ten percent (10%) of
The Amount.

     5.7 GOVERNING LAW. This Note shall be governed by, and shall be construed
and enforced in accordance with, the internal laws of the State of California
without regard to conflicts of laws principles. The venue of any legal
proceeding taken in connection with this Note will be Santa Clara, California.

     5.8 INDEPENDENCE OF COVENANTS. All covenants hereunder shall be given
independent effect so that if a particular action or condition is not permitted
by any of such covenants, the fact that it would be permitted by an exception
to, or be otherwise within the limitations of, another covenant shall not avoid
the occurrence of an Event of Default or event which with notice or lapse of
time or both would become an Event of Default if such action is taken or
condition exists.

     5.9 INTERPRETATION. Payee hereby waives the benefit of any statute or rule
of law or judicial decision which would otherwise require that the provisions of
this Note be construed or interpreted more strongly against the party
responsible for the drafting thereof.

     IN WITNESS WHEREOF, this Note has been issued on the date first written
above.

                                        SABLE COMPUTER, INC.,
                                        a California corporation


                                        By:  /s/ Sean Canevaro
                                             -----------------------------------
                                             Sean Canevaro
                                        Its: Chief Executive Officer


Notice Address of the Company:

Sable Computer, Inc.
d/b/a KIS Computer Center
37420 Cedar Boulevard, Suite C
Newark, California 94560
Attn: Sean Canevaro

Notice Address of Payee:

Pacific Magtron International Corp.
1600 California Circle
Milpitas, CA 95035
Attn: Theodore S. Li

EX-99.1

                                                                    EXHIBIT 99.1

PACIFIC MAGTRON INTERNATIONAL CORP. ANNOUNCES THAT IT HAS SOLD SUBSTANTIALLY ALL
OF THE INTANGIBLE ASSETS OF ITS FRONTLINE NETWORK CONSULTING, INC. SUBSIDIARY

MILPITAS, Calif. - (BUSINESS WIRE) - June 6, 2003 - Pacific Magtron
International Corp. announced today that the Company has entered into an
agreement to sell substantially all of the intangible assets of its Frontline
Network Consulting, Inc. subsidiary.

On May 31, 2003, Pacific Magtron entered into an asset purchase agreement to
sell substantially all of the intangible assets of the Company's subsidiary,
Frontline Network Consulting, Inc. to Sable Computer, Inc., d.b.a. KIS Computer
Center. The Company received $3,000 on the closing date and will receive four
additional equal payments of $3,000 on June 30, July 31, August 31 and September
30, 2003 pursuant to an unsecured promissory note executed by Sable.

Ted Li, President and CEO of Pacific Magtron International Corp., said, "I'm
very happy to see FrontLine's philosophy of providing the best quality service
to its customers is extended and enhanced by KIS Computer Center. This move is
part of the Company's continued efforts to cut cost and re-focus on its core
business to bring value back in to the Company for our Stockholders."

"We are excited about the acquisition of Frontline and feel their customers will
benefit from the potential to an offering of a broader range of technology
solutions through KIS," stated Sean Canevaro, CEO of Sable Computer, Inc.,
d.b.a. KIS Computer Center. "The purchase of Frontline is consistent with KIS's
strategy of acquiring businesses with similar corporate cultures which add new
customers, solutions and talent resulting in additional revenue and
profitability."

Pacific Magtron International Corp. is an enterprise dedicated to providing
total solutions in the computer marketplace, including supplying multimedia
hardware; developing advanced solutions and applications for internet users,
resellers and service providers; and providing high quality electronic commerce
and supply chain solutions. For more information visit our website at
www.pacificmagtron.com.

KIS Computer Center was founded in 1988. It has built an excellent reputation as
one of the leading independent technology solution providers in Northern
California. KIS Computer Center provides technology consulting services and a
wide range of technology solutions, including high-speed network infrastructure
design and monitoring, security services, wireless solutions, telephony,
server/desktop engineering, outsourcing and IT administration, remote help desk,
software integration, e-business solutions, among others. For more information
visit its website at www.kiscc.com

Contact Information:
Maven Strategic Partners
Ed Bailey, 801/502-6000 (Investor Relations)
E-mail: ir@pacmag.com