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                     FIRST AMENDMENT TO ALPHA MICROSYSTEMS 

               1996 NONEMPLOYEE DIRECTOR STOCK COMPENSATION PLAN



                 THIS FIRST AMENDMENT TO ALPHA MICROSYSTEMS 1996 NONEMPLOYEE
DIRECTOR STOCK COMPENSATION PLAN (the "First Amendment") is hereby adopted by
Alpha Microsystems, a California corporation (the "Company"), effective as of
October 4, 1996.

                               R E C I T A L S :

                 A.       The Alpha Microsystems 1996 Nonemployee Director
Stock Compensation Plan (the "Plan") was adopted by the Board of Directors of
the Company (the "Board") on December 1, 1995.  The Plan was approved by the
shareholders of the Company on August 13, 1996.

                 B.       Section 8(a) of the Plan provides that the Board may
alter or amend the Plan in the manner as contemplated by this First Amendment.

                 C.       On October 4, 1996, the Board adopted resolutions (i)
providing for early compliance with new Rule 16b-3 promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of 1934,
as amended, and (ii) approving the form of this First Amendment which amends
the Plan to comply with the new Rule 16b-3.

                              A M E N D M E N T :

                 Capitalized terms used herein without definition shall have
the same meanings herein as set forth in the Plan.

                 The last sentence of Section 4 of the Plan is hereby amended
to read in its entirety as follows:

                 "Any action taken by the Committee with respect to the
                 administration of the Plan, which would result in a
                 Nonemployee Director ceasing to be an "outside director"
                 within the meaning of Section 162(m) of the Code, shall be
                 null and void."

                 I hereby certify that the foregoing First Amendment was duly
adopted by the Board of Directors of the Company on October 4, 1996.

                 Executed on this 4th day of October, 1996.




                                           /s/JOHN F. GLADE
                                           ------------------------------------
                                           John F. Glade, Secretary










                                  EXHIBIT 4.9
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