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                                                                   Exhibit 10.49


                AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT

        AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT, dated as of February
__, 1999 (this "Amendment") to that certain Securities Purchase Agreement dated
as of August 7, 1998 (the "Purchase Agreement") between ALPHA MICROSYSTEMS, a
California corporation (the "Company"), and ING EQUITY PARTNERS II, L.P., a
Delaware limited partnership (the "Purchaser"), is made by and between the
Company and the Purchaser.

        WHEREAS, in order to satisfy the requirements of the Nasdaq Stock Market
for continued listing of the Company's Common Stock on the Nasdaq National
Market, the Company and the Purchaser have agreed to exchange the Class A
Preferred Stock and Class B Preferred Stock issued to the Purchaser pursuant to
the terms of the Purchase Agreement for shares of new series of Preferred Stock
designated as Class A1 Preferred Stock, Class A2 Preferred Stock and Class B1
Preferred Stock, in each case having the rights, preferences, privileges and
restrictions set forth in the Certificate of Determination of Rights and
Preferences attached hereto as Exhibit A (the "New Certificate of
Determination");

        WHEREAS, the Company has requested that the Purchaser agree to the
amendment of the Purchase Agreement in order for the Company to accommodate the
actions required by the listing requirements of the Nasdaq Stock Market and to
provide for the issuance of Class C1 Preferred Stock at the Second Closing, and
both the Company and the Purchaser mutually desire to maintain the listing of
the Company's Common Stock on the Nasdaq National Market and are willing to
enter into this Amendment to provide such accommodation; and

        NOW, THEREFORE, in consideration of the premises and mutual covenants
and obligations hereinafter set forth, the Company and the Purchaser hereby
agree as follows:

I.      SECTION Definitions. Capitalized terms used but not otherwise defined
herein shall have the meaning given to them in the Purchase Agreement or, if not
defined therein, in the New Certificate of Determination.

I.      SECTION Amendments to Purchase Agreement. The Purchase Agreement is
hereby amended as of date hereof as follows:

A.      Section 1.1 is amended to add the following definitions:

                "Class A1 Preferred Stock" means the Class A1 Cumulative,
        Redeemable and Exchangeable Preferred Stock, no par value, of the
        Company.


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                "Class A2 Preferred Stock" means the Class A2 Cumulative,
        Redeemable and Exchangeable Preferred Stock, no par value, of the
        Company.

                "Class B1 Preferred Stock" means the Class B1 Cumulative,
        Redeemable and Exchangeable Preferred Stock, no par value, of the
        Company.

                "Class C1 Preferred Stock" means the Class C Cumulative,
        Redeemable and Exchangeable Preferred Stock, no par value, of the
        Company.

                "Class D Preferred Stock" means the Class D Cumulative,
        Redeemable and Exchangeable Preferred Stock, no par value, of the
        Company.

A.      Section 1.1 is further amended to amend and restate the following
definition:

                "Preferred Stock" means, collectively, the Class A Preferred
        Stock, the Class B Preferred Stock, the Class C Preferred Stock, any
        Voting Preferred Stock, the Class A1 Preferred Stock, the Class A2
        Preferred Stock, the Class B1 Preferred Stock, the Class C1 Preferred
        Stock and the Class D Preferred Stock.

A.      Section 1.3 is amended and restated in its entirety as follows:

                1.3 Purchase and Sale of the Preferred Stock. At the First
        Closing, subject to the terms and conditions set forth herein, the
        Company will sell, and the Investor will purchase, 8,000 shares of the
        Class A Preferred Stock at a price of $1,000 per share and one (1) share
        of Voting Preferred Stock at a price of $100 per share. At the Second
        Closing, subject to the terms and conditions set forth herein, the
        Company will sell, and the Investor will purchase, 7,000 shares of the
        Class B Preferred Stock at a price of $1,000 per share. At the Third
        Closing, subject to the terms and conditions set forth herein, the
        Company will sell, and the Investor will purchase, up to 5,000 shares of
        Class C1 Preferred Stock at a price of $1,000 per share.

A.      Section 2.2(c) is amended and restated in its entirety as follows:

                (c) The proceeds received by the Company from the sale of the
        Class C1 Preferred Stock to the Investor shall be used by the Company
        solely for the Company's acquisition of information technology service
        companies on terms and conditions which are reasonably acceptable to the
        Investor.


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A.      The first sentence of Section 5.4 is amended and restated in its
entirety as follows:

                5.4 Third Closing. The obligation of the Investor to purchase
        and pay for the Class C1 Preferred Stock is subject to the satisfaction
        of the following conditions precedent (unless waived by the Investor).

A.      Section 5.4(a) is amended and restated in its entirety as follows:

                (a) Issuance of Securities. The Company shall have duly issued
        and delivered to the Investors certificates evidencing the Class C1
        Preferred Stock being purchased by the Investor at the Third Closing and
        the Third Closing Warrants.

A.      A new Exhibit A-1 in the form of the New Certificate of Determination is
added to the Purchase Agreement.

I.      SECTION No Implied Amendments. Except as herein amended, the Purchase
Agreement shall remain in full force and effect and is ratified in all respects.
On and after the effectiveness of this Amendment, each reference in the Purchase
Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like
import, and each reference to the Purchase Agreement in any other agreements,
documents or instruments executed and delivered pursuant to the Purchase
Agreement, shall mean and be a reference to the Purchase Agreement, as amended
by this Amendment.

I.      SECTION Costs and Expenses. The Company confirms the Company's agreement
to pay all reasonable fees, expenses and costs of Equity Partners for the
negotiation, preparation, execution and delivery of this Amendment and
amendments, as necessary, to the other Purchase Documents, in connection with
this Amendment (including the reasonable fees, expenses and disbursements of
Equity Partners' counsel) all as provided for in Section 8.1 of the Purchase
Agreement.

I.      SECTION Effective Date. This Amendment shall be effective immediately
following the effectiveness of the New Certificate of Determination.

I.      SECTION Counterparts. This Amendment may be executed by the parties
hereto in several counterparts, each of which shall be executed by the Company
and the Purchaser and be deemed to be an original and all of which shall
constitute together but one and the same agreement.

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above-written.


ALPHA MICROSYSTEMS


By:
     Name: Douglas J. Tullio
     Title:   President and Chief Executive Officer



                                    ING EQUITY PARTNERS II, L.P.

                                    By: LEXINGTON EQUITY PARTNERS II, L.P.,
                                        its General Partner


                                    By: LEXINGTON EQUITY PARTNERS, INC.,
                                        Its General Partner



                                        By:
                                            Name: Benjamin P. Giess
                                            Title:  Authorized Signatory