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                                                                   EXHIBIT 10.58

                   AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENT

     THIS AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENT ("Amendment No. 3") is
entered into as of August 1, 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").

                                R E C I T A L S :

     WHEREAS, the Parties entered into an Asset Purchase Agreement dated
December 31, 1999 (the "Agreement") as amended by that certain Amendment No. 1
to Asset Purchase Agreement dated January 31, 2000 ("Amendment No. 1") and that
certain Amendment No. 2 to Asset Purchase Agreement dated March 15, 2000
("Amendment No. 2"). All references in this Amendment No. 3 to the Agreement
shall mean the Agreement, as amended by Amendment No. 1 and Amendment No. 2.

     WHEREAS, the Parties now desire to amend the Agreement.

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

     WHEREAS, under Amendment No. 2, Buyer had agreed to pay to Seller as part
of the Purchase Price under Section 1.03 of the Agreement the amount of Five
Hundred Thousand Dollars ($500,000) in cash and in accordance with the terms
provided in Amendment No. 2 (the "Additional Purchase Price").

     WHEREAS, Buyer has paid to Seller a portion of the Additional Purchase
Price and the Parties now desire to amend the terms for payment of the remaining
Additional Purchase Price.

     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 1.03(d) of the Agreement is hereby deleted in its entirety and
replaced with the following:

     "(d) Additional Purchase Price. As of the date of Amendment No. 3, Buyer
     has paid to Seller Two Hundred Seventy Thousand Dollars ($270,000) of the
     Additional Purchase Price. As a result Two Hundred Thirty Thousand Dollars
     ($230,000) (the "Remaining Additional Purchase Price") continues to be owed
     by Buyer. Buyer and Seller acknowledge and agree that the Remaining
     Additional Purchase Price shall be due in full,


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     payable in cash by June 30, 2001 (the "Payment Date"), including interest
     which shall be payable monthly at the rate of ten percent (10%) per year.
     The first such monthly interest payment shall be due on September 1, 2000
     with monthly interest payments thereafter due on the first day of each
     successive month through and including June 1, 2001. Each such monthly
     interest payment shall be in the amount of One Thousand Nine Hundred and
     Sixteen Dollars and Sixty-Seven Cents ($1916.67); provided, however, that
     such monthly interest payments shall be adjusted to reflect any prepayment
     of all or any portion of the Remaining Additional Purchase Price. Any such
     monthly interest payment not made when due shall accrue interest at the
     rate of ten percent (10%) per year. On the Payment Date, Buyer shall pay
     Seller all interest accrued and owing since the last monthly interest
     payment plus the Remaining Additional Purchase Price, less any amount of
     the Remaining Additional Purchase Price prepaid by Buyer prior to the
     Payment Date. The Parties further agree that Seller may, at its discretion,
     pay all or any part of the outstanding Remaining Additional Purchase Price,
     including all interest which shall accrue prior to the Payment Date, at any
     time without penalty."

     IN WITNESS WHEREOF, the Parties have executed this Amendment No. 3 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:

                                     ALPHA MICROSYSTEMS,
                                     a California corporation

                                     By:
                                         ---------------------------------------
                                         Douglas J. Tullio
                                         Chief Executive Officer

                                     BUYER:

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

                                     By:
                                         ---------------------------------------
                                         Richard E. Mahmarian
                                         Managing Member

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