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ORIGIN INVESTMENT GROUP
One Magnificent Mile                                              (312) 988-4836
980 North Michigan Avenue, Suite 1400                         (312) 819-0188 fax
Chicago, Illinois 60611


VIA EMAIL AND FACSIMILE

July 24, 2000

Mr. Kent Busse
President
Transition/1 Management Accounting Systems, Inc.
2525 Cherry Avenue, Suite 350
Long Beach, CA  90806

     Re: Proposal to Purchase  Transition/1  Management Accounting Systems, Inc.
Capital Stock

Dear Mr. Busse:

This letter is intended to summarize the principal terms of a proposal being
considered by Origin Investment Group, Inc. (the "Buyer") regarding its possible
acquisition of all of the outstanding capital stock of Transition/1 Management
Accounting Systems, Inc. (the "Company") from yourself and all other individuals
and entities who are the Company's stockholders (the "Sellers"). In this letter,
(i) the Buyer and the Sellers are sometimes called the "Parties," (ii) the
Company and its subsidiaries, if any, are sometimes called the "Target
Companies," and (iii) the Buyer's possible acquisition of the stock of the
Company is sometimes called the "Possible Acquisition."

PART ONE

The Parties wish to commence negotiating a definitive written acquisition
agreement providing for the Possible Acquisition (a "Definitive Agreement"). To
facilitate the negotiation of a Definitive Agreement, the Parties request that
Buyer's counsel prepare an initial draft. The execution of any such Definitive
Agreement would be subject to the satisfactory completion of Buyer's ongoing
investigation of the Target Companies' business, and would also be subject to
approval by the Buyer's Board of Directors.

Based on the information currently known to the Buyer, it is proposed that the
Definitive Agreement include the following terms:

1. BASIC TRANSACTION

The Sellers would sell all of the outstanding capital stock of the Company to
the Buyer at the price (the "Purchase Price") set forth in Paragraph 2 below.



2. PURCHASE PRICE

2.1. The Purchase Price will be the sum of the following payments described
herein, subject to agreed upon adjustments to the Purchase Price, as determined
by Buyer and Sellers, where such adjustment(s) arise, if at all, after the
completion of a financial due diligence investigation by Buyer's independent
accounting firm with respect to the Company's current financial condition and
the completion of an independent audit of the Company's operations for twelve
(12) months ending December 31, 1999.

Upon Payment of the Purchase Price, and subject to the terms set forth
hereinbelow, Sellers will transfer all issued and outstanding shares of capital
stock of the Company to Buyer. The Purchase Price shall consist of the
following:

2.1.1 Payment At Closing. The Purchase Price shall be, subject to adjustments
defined above, three million five hundred thousand dollars ($3,500,000), payable
as follows: At the Closing of the Possible Acquisition, Buyer will make a cash
payment in the amount of five hundred thousand dollars ($500,000.00) and issue
one million (1,000,000) shares ("Minimum Shares") of Buyer's common stock to
Sellers, at a minimum value of $2.50 per share of common stock which Buyer
represents will be the closing bid price of its common stock on the date of
closing. In the event that said bid price is below $2.50 on the date of closing,
Buyer will issue additional shares to Sellers such that the aggregate value of
all shares issued to Sellers will be equal to two million five hundred thousand
dollars ($2,500,000.00). In the event that the closing bid price of Buyer's
common stock exceeds $2.50 closing bid price on the date of closing, Buyer
agrees not to reduce the aggregate amount of shares issued to Sellers below
1,000,000 shares.

3. EMPLOYMENT AND NON-COMPETITION AGREEMENTS

At the Closing:

3.1 the Company would enter into four (4) year employment agreements with
participation rights in Buyer's 1999 Employee Stock Incentive Plan and 1999
Management Incentive Program, with members of the Company's management and other
key personnel (together "Key Employees"), subject to Buyer approval, under which
the Key Employees would agree to continue to serve in their respective
capacities; and

3.2 each Key Employee would execute a four (4) year non-competition agreement in
favor of the Buyer and the Company which shall commence from the date of closing
of the Possible Acquisition.

4. OTHER TERMS

The Sellers would make comprehensive representations and warranties to the
Buyer, and would provide comprehensive covenants, indemnities and other
protections for the benefit of the Buyer. The consummation of the contemplated
transactions by the Buyer would be subject to the satisfaction of various
conditions, including:

4.1 Approval of transfer of ownership and control of the Company and the
satisfactory continuation of all existing distributorship contracts between the
Company and various product distributors, including, but not limited to, the
following product manufacturers:

1)       Epicor (existing ASP licensing agreement)
2)       PSINet
3)       Citrix
4)       ProCarta

     4.2  Mr.  Kent  Busse  and  Mr.  Jeffrey  Landau  accept   nominations  and
responsibilities to serve in either managerial or directorial  capacities within
Origin Investment Group, Inc. for a minimum period of one (1) year from the date
of the close of the Possible  Acquisition.  The Parties agree that these will be
salaried and/or stock incentivized positions.

4.3 All present shareholders and key personnel to be identified agree to execute
a four (4) year non-competition agreement in favor of the Buyer and the Company
which shall commence from the date of Closing.

4.4 Conduct Normal Operations: Sellers agree to operate the Company diligently
and to refrain from entering into any transactions that are not commonly
associated with the conduct of normal operations during the period between the
Signing Date and the Closing of the Possible Acquisition.

     4.5  Material  Adverse  Change:  There shall have been no material  adverse
changes in the condition of the Company (financial or  -------------------------
otherwise)  or the  assets  since  the  date of this  letter  up to the  time of
closing.

4.6 No Agreements on Assets or Business: Buyer shall be satisfied that there is
no fact not disclosed by the Company or the Sellers which, if known to Buyer,
might reasonably be expected to have a material adverse effect on the value of
the Company.

4.7 Dividends, Shareholder Loans and Bonuses Payable: No dividends or
shareholder loans or bonuses shall be payable between the Signing Date herein,
to and including the Closing of the Possible Acquisition. All monthly note
payments, if any, to shareholders will cease as of the date of closing of the
Possible Acquisition and will not be accelerated at any time prior to the
closing in contemplation of this Possible Acquisition.

4.8 Financial Capability: Buyer shall provide Sellers with a statement of an
escrow account established by Buyer which indicates at least one million dollars
($1,000,000.00) of available funds deposited. Said showing of financial
capability will be made on or before fifteen (15) business days of the Signing
Date herein.

4.9 Further Investment within Company: Buyer agrees to further invest an
additional two million dollars ($2,000,000.00) over the next ten (10) months
after the date of closing of the Possible Acquisition into the Company which
will be payable in the form of four equal installments of five hundred thousand
dollars ($500,000.00), due and payable as follows:

4.9.1 First Installment: Due and payable to Company on the date of Closing of
the Possible Acquisition; 4.9.2 Second Installment: Due and payable to Company
within 90 days of the date of Closing of the Possible Acquisition; 4.9.3 Third
Installment: Due and payable to Company within 180 days of the date of Closing
of the Possible Acquisition; 4.9.4 Fourth Installment: Due and payable to
Company within 270 days of the date of Closing of the Possible Acquisition.

     Notwithstanding the First Installment, which shall be used by the Company
     for working capital, purchase of hardware, to hire additional technical and
     sales staff, and to further its marketing strategies in delivering its
     products and services to the marketplace, each further investment will be
     contingent upon certain agreed upon milestones of business success of the
     Company which will be determined by the Parties prior to the date of
     Closing. The Parties agree that Installments Two, Three and Four are
     contingent upon the continued success of the Company.

4.10 The Parties agree that Company's broker fees in the amount of one hundred
twenty thousand dollars ($120,000.00) payable to Martin Wolf & Associates shall
be paid out of the Closing escrow account and shall be condition precedent to
the Closing.

PART TWO

The following paragraphs of this letter (the "Binding Provisions") are the
legally binding and enforceable agreements of the Buyer and each Seller.

1.       Due Diligence and Access to Record

Up to and including the Closing Date, the Seller and the Company will provide to
the Buyer and its respective professional representatives access to all
information (including consents as required) and shall be permitted to make full
and complete investigation of the assets, properties, business affairs and the
financial conditions of the other, including access to books, records, financial
agreements, contracts and other documents relating to their operations which
either may reasonably request. The extent of investigation to be conducted on
Sellers and certain Company affiliates will be in obtaining credit reports and
running nationwide public record searches.

Except with the prior consent of the other, neither party will disclose to any
person other than their respective professional advisors, bankers, investment
bankers, and consultants any non-public information concerning the Seller and
Company and its business which either receives from the other or their
respective agents in the course of their due diligence or the negotiation of the
Agreement contemplated hereunder.

2. EXCLUSIVE DEALING

Until the later of (i) fifteen (15) business days or (ii) the Termination Date:

2.1 the Sellers will not and will cause the Target Companies not to, directly or
indirectly, through any representative or otherwise, solicit or entertain offers
from, negotiate with or in any manner encourage, discuss, accept, or consider
any proposal of any other person relating to the acquisition of the Target
Companies, their assets or business, in whole or in part, whether directly or
indirectly, through purchase, merger, consolidation, or otherwise (other than
sales of inventory in the ordinary course); and

2.2 the Sellers will immediately notify the Buyer regarding any contact between
the Sellers, the Target Company or their respective representatives and any
other person regarding any such offer or proposal or any related inquiry.

3. CONDUCT OF BUSINESS

During the period from the Signing Date until the Termination Date, the Sellers
shall cause the Company to operate their business in the ordinary course and to
refrain from any extraordinary transactions.

4. CONFIDENTIALITY

Except as and to the extent required by law, the Buyer will not disclose or use,
and will direct its representatives not to disclose or use to the detriment of
the Sellers or the Company, any Confidential Information (as defined below) with
respect to the Company furnished, or to be furnished, by either Seller, the
Company, or their respective representatives to the Buyer or its representatives
at any time or in any manner other than in connection with its evaluation of the
transaction proposed in this letter. For purposes of this Paragraph,
"Confidential Information" means any information about the Target Companies
stamped "confidential" or identified in writing as such to the Buyer by the
Sellers promptly following its disclosure, unless (i) such information is
already known to the Buyer or its representatives or to others not bound by a
duty of confidentiality or such information becomes publicly available through
no fault of the Buyer or its representatives, (b) the use of such information is
necessary or appropriate in making any filing or obtaining any consent or
approval required for the consummation of the Possible Acquisition, or (c) the
furnishing or use of such information is required by or necessary or appropriate
in connection with legal proceedings. Upon the written request of the Sellers,
the Buyer will promptly return to the Sellers or the Company or destroy any
Confidential Information in its possession and certify in writing to the Sellers
that it has done so.

5. ENVIRONMENTAL LIABILITY

Except as set out in the Definitive Agreement, the Seller and the Company are in
compliance with all applicable legal requirements with respect to the
environment except for failures which do not have a material adverse affect.

Further, the Sellers and the Company represent and warrant to the Buyer the
following:

5.1 to the best of their  knowledge,  they are in compliance with all applicable
environment laws and in compliance with all permits; and

5.2 the Sellers and Company have neither received any environmental notice which
has not been resolved to the satisfaction of the applicable regulatory
authority, nor does the Seller or Company know or have any reasonable grounds to
know, to the best of their knowledge, of any facts which could give rise to an
environmental notice.

6. COSTS

Notwithstanding (a) the assumption of payment of fees due Martin Wolf &
Associates to be borne by Buyer, and (b) the direct travel costs incurred by
Sellers and Company's affiliates in connection with the Possible Acquisition to
be borne by Buyer, Buyer and each Seller will be responsible for and bear all of
its own costs and expenses (including any fees and the expenses of its
representatives) incurred at any time in connection with pursuing or
consummating the Possible Acquisition.

7. CONSENTS

During the period from the Signing Date until the Termination Date, the Buyer
and each Seller will cooperate with each other and proceed, as promptly as is
reasonably practical, to prepare all applicable consents needed from regulatory
authorities as necessary in contemplation of this transaction.

8. ENTIRE AGREEMENT

The Binding Provisions constitute the entire agreement between the parties, and
supersede all prior oral or written agreements, understandings, representations
and warranties, and courses of conduct and dealing between the parties on the
subject matter hereof. Except as otherwise provided herein, the Binding
Provisions may be amended or modified only by a writing executed by all of the
parties.

9. GOVERNING LAW

The Binding Provisions will be governed by and construed under the laws of the
State of California without regard to conflicts of laws principles.

10. JURISDICTION: SERVICE OF PROCESS

Any action or proceeding seeking to enforce any provision of, or based on any
right arising out of, this Letter may be brought against any of the parties in
the courts of the State of California, County of Los Angeles, or, if it has or
can acquire jurisdiction, in the United States District Court for the Central
District of California, and each of the parties consents to the jurisdiction of
such courts (and of the appropriate appellate courts) in any such action or
proceeding and waives any objection to venue laid therein. Process in any action
or proceeding referred to in the preceding sentence may be served on any party
anywhere in the world.



11. TERMINATION

The Binding Provisions will automatically terminate on August 31, 2000 and may
be terminated earlier upon written notice by either party to the other party
unilaterally, for any reason or no reason, with or without cause, at any time;
provided, however, that the termination of the Binding Provisions will not
affect the liability of a party for breach of any of the Binding Provisions
prior to the termination. Upon termination of the Binding Provisions, the
parties will have no further obligations hereunder, except as stated in
Paragraphs 2,4,7,8,9,10,11 and 12 of this Part Two, which will survive any such
termination.

12. COUNTERPARTS

This Letter may be executed in one or more counterparts, each of which will be
deemed to be an original copy of this Letter and all of which, when taken
together, will be deemed to constitute one and the same agreement.

13. NO LIABILITY

The paragraphs and provisions of Part One of this letter do not constitute and
will not give rise to any legally binding obligation on the part of any of the
Parties or any of the Target Companies. Moreover, except as expressly provided
in the Binding Provisions (or as expressly provided in any binding written
agreement that the Parties may enter into in the future), no past or future
action, course of conduct, or failure to act relating to the Possible
Acquisition, or relating to the negotiation of the terms of the Possible
Acquisition or any Definitive Agreement, will give rise to or serve as a basis
for any obligation or other liability on the part of the Parties or any of the
Target Companies.

If you are in agreement with the foregoing, please sign and return one (1) copy
of this letter agreement, which thereupon will constitute our agreement with
respect to its subject matter.

Very truly yours,

BUYER:

By:         /S/ OMAR A. RIZVI

Name:       Omar A. Rizvi, Esq., LL.M.
Title:      Chairman of the Board and President
            Origin Investment Group, Inc.

Duly executed and agreed as to the Binding Provisions on JULY 24, 2000.

PROSPECTIVE SELLERS:



By:  _/S/ KENT BUSSE_____________________
Name:  Kent Busse
Its:    PRESIDENT