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                                                                    EXHIBIT 10.2

                   AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT

        THIS AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT is entered into as of
January 31, 2000, by and between ALPHA MICROSYSTEMS, a California corporation
doing business as AlphaServ.com (the "Seller") and R.E. MAHMARIAN ENTERPRISES,
LLC, a California limited liability company (the "Buyer") (collectively the
"Parties").

                                    RECITALS

        WHEREAS, the Parties entered into an Asset Purchase Agreement dated
December 31, 1999 (the "Agreement") and they now desire to amend the Agreement.

        WHEREAS, unless otherwise defined herein, all capitalized terms have the
same meaning as defined in the Agreement.

        NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Parties agree to amend the Agreement as follows:

                                   AMENDMENTS

        1. Section 2.01 of the Agreement is hereby amended to read in full as
follows:

                The Closing. The closing of the transactions contemplated by
        this Agreement ("Closing") shall occur on or before January 31, 2000 (or
        such earlier date as the third party consents are obtained), unless a
        later date is agreed to by the Buyer and Seller ("Closing Date"). At
        least two (2) Business Days prior to the Closing Date, Seller shall
        deliver all of the updated Schedules to Buyer. The Closing shall take
        place at the offices of Seller, 2722 South Fairview St., Santa Ana,
        California 92704, commencing at 5:00 p.m. California time (or such
        earlier time agreed to by the Parties) on the Closing Date.

        2. Section 2.02(a)(iv) of the Agreement is hereby amended to read in
full as follows:

                Consents. All of the governmental or third-party notices,
        consent, waivers and approvals set forth in Schedule 2.02, which are
        required for the valid transfer of the Acquired Assets. Provided,
        however, that, unless otherwise agreed to by the Parties, to the extent,
        if any, that third-party consents to the assignment of Contracts are not
        delivered at the Closing, the Buyer shall assume and perform the
        obligations of Seller under such Contracts (which performance by Buyer
        shall be in the capacity of a subcontractor with respect to Contracts
        that relate to service or maintenance obligations of the AMSO division
        of the Business) until such Contracts expire or are otherwise duly
        terminated, and the failure to deliver consents to the assignments of
        such Contracts shall not constitute a breach of this Agreement.


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        3. Section 2.02(a)(v) of the Agreement is hereby amended to read in
full as follows:

                Books and Records. All of the Seller's books, records and files
        relating to the Acquired Assets and the Business; provided, however,
        that Seller, in its sole discretion, shall retain such books, records
        and files as Seller deems necessary or appropriate to retain in
        connection with the preparation of Seller's audited or other periodic
        financial statements or as otherwise Seller may deem necessary or
        appropriate for it to retain in connection with its status as a publicly
        traded corporation (all such retained records collectively the "Retained
        Records"). Buyer shall have continuing access to any such Retained
        Records for inspection and copying with any such copying to be at
        Seller's expense.

        4. Section 2.03(e) of the Agreement is hereby amended to read in full
as follows:

                Consents. Unless otherwise agreed to by the Parties the
        following shall occur: (i) with respect to any Contract the assignment
        of which is not consented to on the Closing Date and which Contract is
        not a contract for service or maintenance, Seller shall maintain until
        the expiration of the term of such Contract, the contractual
        relationship established therein, to the extent reasonably practicable;
        (ii) with respect to any Contract the assignment of which is not
        consented to on the Closing Date and which Contract is a contract for
        service or maintenance, Seller shall maintain to the extent reasonably
        practicable, the contractual relationship established therein for a one
        (1) year period following the Closing Date unless such Contract expires
        earlier in accordance with its terms or is otherwise terminated other
        than by Seller; and (iii) to the extent, if any, that third-party
        consents to the assignment of Contracts are not delivered at the
        Closing, the Buyer shall assume and perform the obligations of Seller
        under such Contracts (which performance by Buyer shall be in the
        capacity of a subcontractor with respect to Contracts that relate to
        service or maintenance obligations of the AMSO division of the Business)
        until such Contracts expire or are otherwise duly terminated.

        IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 to
the Agreement as of the date first above written and all other terms and
conditions of the Agreement not herein deleted or amended remain as stated in
the original Agreement.


SELLER:                                   BUYER:

ALPHA MICROSYSTEMS,                       R.E. MAHMARIAN ENTERPRISES, LLC,
a California corporation                  a California limited liability company

By:                                       By:
   ---------------------------------          ----------------------------------
   Douglas J. Tullio                          Richard E. Mahmarian
   Chief Executive Officer                    Managing Member


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