AMENDMENT NO. 3 TO THE ASSET PURCHASE AGREEMENT

Exhibit 10.1

AMENDMENT NO. 3 TO THE ASSET PURCHASE AGREEMENT

          AMENDMENT NO. 3 TO THE ASSET PURCHASE AGREEMENT (this “ Amendment ”), dated as of April 16, 2007, between VERIZON CLINTON CENTER DRIVE CORP F/K/A SKYTEL CORP.), a Delaware corporation (“ Seller ”), and BELL INDUSTRIES, INC., a California corporation (“ Purchaser ”).

W I T N E S S E T H:

          WHEREAS, the parties hereto have entered into that certain Asset Purchase Agreement, dated as of November 10, 2006, as amended by Amendment No. 1 to the Asset Purchase Agreement, dated as of November 16, 2006 and Amendment No. 2 to the Asset Purchase Agreement dated as of January 31, 2007 (the “ Asset Purchase Agreement ”); and

          WHEREAS, the parties desire to amend the Asset Purchase Agreement as set forth herein;

          NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

     1.  Definitions . Capitalized terms used in this Amendment and not otherwise defined in this Amendment shall have the meanings set forth in the Asset Purchase Agreement.

     2.  Amendment to the Asset Purchase Agreement .

      Section 2.7(a) of the Asset Purchase Agreement is hereby amended by deleting the text “forty five (45) Business Days” appearing therein, and replacing it with “sixty (60)&nbs