Encore Investments, Inc.
                                      and
                             Sigma Solutions, Inc.


                                 March 24, 2000


                 Amendment Number 2 to Stock Purchase Agreement


Omar A. Rizvi, President
Origin Investment Group, Inc.
One Magnificent Mile
980 North Michigan Avenue, Suite 1400
Chicago, IL 60611


Re:  Stock  Purchase  Agreement  dated  effective as of December  31,  1999,  as
     amended by the  Amendment to the Stock  Purchase  Agreement  dated March 2,
     2000 (collectively, the "Agreement"), by and among Origin Investment Group,
     Inc.  ("Buyer"),  and Gene V.  Larsen,  Bertrand  O. Baetz,  Jr.,  Frank G.
     Jarzombek and Scott E. Gruendler ("Sellers").


Dear Omar:

     By this letter, Buyer and Sellers amend the Agreement as follows, effective
the date hereof:

     1.  Extension of Closing Date.  Subject to Buyer  satisfying the conditions
listed in paragraph 2 below,  we agree to extend the Closing Date from March 22,
2000, to May 16, 2000.  Please  understand  that Sellers do not intend to extend
the Closing Date beyond May 16, 2000. The date in paragraph  9.1(d) will also be
extended from March 22, 2000, to May 16, 2000.

     2.  Conditions  to  Extension  of  Closing  Date.  Buyer must  satisfy  the
conditions:  (i) in paragraph 2(a) below fully and  unconditionally on or before
March 31, 2000; (ii) in paragraphs 2(b), 2(c) and 2(d) fully and unconditionally
on or before May 11, 2000,  in order to obtain the extension of the Closing Date
set forth in Paragraph 1:

     (a) Buyer shall deliver to Sellers a cashier's check issued by a nationally
recognized bank in the amount of $100,000  payable to Sellers,  in consideration
of Sellers extending the closing date.

     (b) Buyer  shall  deliver the form of, and the  written  confirmation  of a
major national bank,  acceptable to Sellers in their sole  discretion,  that the
bank  will  issue in favor of  Sellers  an  irrevocable  letter of credit in the
amount of $1.3 million upon which Sellers may draw on the first  anniversary  of
the Closing Date.

     (c) BDO Seidman Audit. Buyer shall cause BDO Seidman,  L.L.P. to deliver to
Sellers no less than 3 original  copies of its signed  final audit report on the
financial  statements of the Acquired Company.  If BDO Seidman has not completed
its signed final audit by May 11, 2000,  Buyer shall cause BDO Seidman to finish
their audit report,  at Buyer's sole cost,  and deliver the 3 signed final audit
reports to Sellers as soon as possible.

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<PAGE>
     (d) Buyer shall deliver the written  confirmation of a major national bank,
acceptable to Sellers in their sole discretion,  that the bank has opened a line
of credit upon which Encore  Investments and Sigma Solutions will have exclusive
access to cover their customary cash flow requirements  after the closing in the
minimum  amount of  $1,000,000.  Buyer  agrees  that the line of credit,  in the
minimum amount of $1,000,000 shall remain open until the end of Sellers earn out
period.

     3.  Consideration  for Extension of Closing  Date.  Sellers may deposit the
$100,000  to be paid  pursuant to  Paragraph  2(a) in their  personal  accounts.
Sellers  shall be entitled to all interest and earnings on the deposit and shall
be under no  obligation  to repay or  refund  the  payment  or any  interest  or
earnings  thereon.  If the Closing occurs prior to May 17, 2000,  Buyer shall be
given a credit of $200,000  against  the cash  payment  payable to  Sellers,  as
adjusted below. If the Closing does not occur before May 17, 2000, the Agreement
shall  terminate,  subject  to all  rights  of  either  party  for any  breaches
occurring prior thereto,  and Sellers shall retain this payment of $100,000,  as
well as the payment of $100,000  paid  pursuant  to the first  Amendment  to the
Agreement.

     4. Purchase Price.  The cash payment payable to Sellers at Closing by Buyer
pursuant to Paragraph  2.2(a) and Paragraph  2.4(b)(i) of the Agreement  remains
$2.75 million. All other amounts and consideration  payable to Sellers under the
Agreement  shall remain the same,  and shall not be decreased by the  additional
cash to be paid at Closing.

     Except as specifically  amended by this letter,  the terms of the Agreement
shall continue.  All capitalized  terms used herein shall have the meaning given
to them in the Agreement.

     Please sign a copy of this letter where indicated  below,  and return it to
us on or before 5:00 p.m. San Antonio time,  March 27, 2000,  whereupon it shall
become our binding agreement.

     Very Truly Yours,

                                                /S/ GENE V. LARSEN
                                                -----------------------------
                                                Gene V. Larsen

                                                /S/ BERTRAND O. BAETZ, JR.
                                                -----------------------------
                                                Bertrand O. Baetz, Jr.


                                                /S/ FRANK G. JARZOMBEK
                                                -----------------------------
                                                Frank G. Jarzombek

                                                /S/ SCOTT E. GRUENDLER
                                                -----------------------------
                                                Scott E. Gruendler


AGREED:

Origin Investment Group, Inc.


By:  /S/ OMAR A. RIZVI
     -------------------------
     Omar A. Rizvi, President

     Date: March 27, 2000



cc:      Mike Kreager
         Law Offices of Mike Kreager, P.C.
         7744 Broadway, Suite 204
         San Antonio, Texas 78209-3262
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