Addendum To Security & Loan Agreement

EXHIBIT "A"


ADDENDUM TO SECURITY AND LOAN AGREEMENT ("SECURITY AND LOAN AGREEMENT") BETWEEN ALPHA MICROSYSTEMS AND IMPERIAL BANK


DATED: JUNE 9, 1998


This Addendum is made and entered into JUNE 9, 1998, between ALPHA MICROSYSTEMS ("Borrower") and IMPERIAL BANK ("Bank"). This Addendum amends and supplements the Security and Loan Agreement. In the event of any inconsistency between the terms herein and the terms of the Security and Loan Agreement, the terms herein shall in all cases govern and control. All capitalized terms herein, unless otherwise defined herein, shall have the meaning set forth in the Security and Loan Agreement.


1. Any commitment of Bank, pursuant to the terms of the Security and Loan
Agreement, to make advances against Eligible Accounts shall expire on JUNE
8, 2001, subject to Bank's right to renew said commitment at its sole
discretion. Any renewal of the commitment shall not be binding upon the Bank
unless it is in writing and signed by an officer of the Bank.


2. Borrower represents and warrants that:


a. LITIGATION. There is no litigation or other proceeding pending or
threatened against or affecting Borrower other than that which has
previously been disclosed to Bank in writing, and Borrower is not in
default with respect to any order, writ, injunction, decree or demand of
any court or other governmental or regulatory authority.


b. FINANCIAL CONDITION. The balance sheet of Borrower as of February 22,
1998, and the related profit and loss statement on that date, a copy of
which has heretofore been delivered to Bank by Borrower, and all other
statements and data submitted in writing by Borrower to Bank in
connection with this request for credit are true and correct, and said
balance sheet and profit and loss statement truly present the financial
condition of Borrower as of the date thereof and the results of the
operations of Borrower for the period covered thereby, and have been
prepared in accordance with generally accepted accounting principles on
a basis consistently maintained. Since such date, there have been no
material adverse changes in the financial condition or business of
Borrower. Borrower has no knowledge of any liabilities, contingent or
otherwise, at such date not reflected in said balance sheet, and
Borrower has not entered into any special commitments or substantial
contracts which are not reflected in said balance sheet, other than in
the ordinary and normal course of its business, which may have material
adverse effect upon its financial condition, operations or business as
now conducted.


c. TRADEMARKS, PATENTS. Borrower, as of the date hereof, possesses all
necessary trademarks, trade names, copyrights, patents, patent rights,
and licenses to conduct its business as now operated, without any known
conflict with valid trademarks, trade names, copyrights patents and
license rights of others.


d. TAX STATUS. Borrower has no liability for any delinquent state, local or
federal taxes, and, if Borrower has contracted with any government
agency, Borrower has no liability for renegotiation of profits.


3. Borrower agrees that so long as it is indebted to Bank, or as long as Bank
has any obligation to make any advances to Borrower, or as long as the
Security and Loan Agreement is outstanding it will not, without Bank's
written consent:


a. TYPE OF BUSINESS, MANAGEMENT. Make any substantial change in the
character of its business; or make any change in its executive
management.


b. OUTSIDE INDEBTEDNESS. Create, incur, assume or permit to exist any
indebtedness for borrowed moneys other than loans from Bank except
obligations now existing as shown in Borrower's financial statement
dated February 22, 1998, excluding those being refinanced by Bank; or
sell or transfer, either with or without recourse, any accounts or notes
receivable or any moneys due to become due.


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c. LIENS AND ENCUMBRANCES. Create, incur, assume any mortgage, pledge,
encumbrance, lien or charge of any kind (including the charge upon
property at any time purchased or acquired under conditional sale or
other title retention agreement) upon any asset now owned or hereafter
acquired by it, other than liens now existing as


shown in the financial statement dated February 22, 1998, and liens for
taxes not delinquent and liens in Bank's favor.


d. LOANS, INVESTMENTS, SECONDARY LIABILITIES. Make any loans or advances to
any person or other entity other than in the ordinary and normal course
of its business as now conducted or make any investment in the
securities of any person or other entity other than the United States
Government or commercial paper maturing no more than one (1) year from
the date of creation thereof and currently having the highest rating
obtainable from either Standard & Poor's Corporation or Moody's
Investors Service, Ind., or certificates of deposit maturing more than
one (1) year from the date of investment therein issued by Bank; or
guarantee or otherwise become liable upon the obligation of any person
or other entity, except by endorsement of negotiable instruments for
deposit or collection in the ordinary and normal course of its business.


e. ACQUISITION OR SALE OF BUSINESS; MERGER OR CONSOLIDATION. Purchase or
otherwise acquire the assets or business of any person or other entity;
or liquidate, dissolve, merge or consolidate, or commence any
proceedings therefore; or sell any assets except in the ordinary course
of its business as now conducted; or sell, lease, assign, or transfer
any substantial part of its business, or fixed assets, or any property
or other assets necessary for the continuance of its business as now
conducted, including without limitation the selling of any p ...