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                                                                     Exhibit 2.8

                               AMENDMENT NO. 2 TO
               ITC AND HUNTINGTON GROUP ASSET PURCHASE AGREEMENT


          THIS AMENDMENT NO. 2 TO THE ITC  and HUNTINGTON ASSET PURCHASE
AGREEMENT ("Amendment No 2") is made as of __________, 2000, by and among Hall,
Kinion & Associates, Inc., a Delaware corporation ("Hall Kinion"), Interactive
Acquisition Corporation and Huntington Acquisition Corporation, each a Delaware
Corporation and wholly-owned subsidiary of Hall Kinion (the "Purchasers"),
Interactive Technology Consultants, LLC, and Huntington Group LLC, Connecticut
limited liability companies ("ITC" "HG" or the "Sellers"), and Raymond Tomasco
and Karen Vacheron Alexander, individuals (each, a Member, and collectively, the
"Members").

                                R E C I T A L S
                                ---------------

          WHEREAS, Hall Kinion, the Purchasers, the Sellers and the Members (
and in the case of ITC Gary Malbin who is no longer a member of ITC and is not
Party to this Amendment 2) entered into those certain ITC and HG Asset Purchase
Agreements, each dated as of November 18, 1998, and each respectively amended as
of September 15, 1999 (the "Existing Agreements");

          WHEREAS, pursuant to Section 9.6 of the Existing Agreements, the
Agreement may not be amended except by a writing executed by the parties
thereto; and

          WHEREAS, each of the parties thereto desires to amend the Existing
Agreements in this global second amendment to provide for a modification to the
earn-out provision.

          NOW, THEREFORE, in consideration of the promises and conditions
contained herein, the parties hereby agree as follows:

          1.  Section 3.5 of the Agreement be, and it hereby is, amended and
restated to read in full as follows:

          3.5  Earn-Out Payments.
          ---  -----------------

               (a) Subject to offset pursuant to the indemnification provisions
     set forth in Article 8 hereof, Purchaser shall pay to ITC and Huntington up
     to an aggregate amount of Three Million Six Hundred Thousand Dollars
     ($3,600,000) in cash, payable by check or wire transfer in three (3)
     payments (collectively, the "Earnout Payments"), based upon the achievement
     of certain milestones over a three (3) year period ending October 31, 2001
     (the "Earnout Period") as follows:

                    (i) The subsequent payment corresponding to the First Year
          Period (the "First Earnout Payment"), shall be equal to six hundred
          thousand dollars ($600,000).  The date of the First Earnout Payment
          shall not be later than
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          January 31, 2000, or within ten (10) days after any dispute under
          Section 3.7 is finally resolved, whichever is later.

                    (ii) The subsequent payment corresponding to the Second Year
          Period (the "Second Earnout Payment"), shall be the Maximum Earnout
          Payment for the Second Year Period (i.e. $1,600,000), provided that
          the Second Year Achieved Revenue is greater than or equal to the
          Second Year Target Revenue. If the Second Year Achieved Revenue is
          less than the sum of First Year Achieved Revenue plus the product that
          results from multiplying First Year Achieved Revenue by .20, then the
          Second Earnout Payment shall be equal to zero. However, if the Second
          Year Achieved Revenue is greater than or equal to the sum of First
          Year Achieved Revenue plus the product that results from multiplying
          First Year Achieved Revenue by .20, but less than the Second Year
          Target Revenue, then the Second Earnout Payment shall be calculated by
          multiplying the Maximum Earnout Payment for the Second Year Period by
          the Second Year Factor. In addition, if Second Year Achieved EBIT for
          ITC is greater than or equal to $950,000 (the Second Year Target EBIT
          for ITC), then an additional one hundred thousand dollars ($100,000)
          shall be payable to ITC. If Second Year Achieved EBIT for ITC is less
          than $855,000 (which number represents an amount that is equal to .90
          multiplied by the Second Year Target EBIT for ITC), then ITC will not
          be entitled to any additional amounts. However, if Second Year
          Achieved EBIT for ITC is greater than or equal to $855,000 (which
          number represents an amount that is equal to .90 multiplied by the
          Second Year Target EBIT), but less than $950,000 (the Second Year
          Target EBIT for ITC), then the amount ITC will be entitled to receive
          shall be a pro-rata amount, calculated by multiplying (A) the product
          that results from dividing Second Year Achieved EBIT for ITC by
          $950,000 (Second Year Target EBIT for ITC) by, (B) $100,000. If Second
          Year Achieved EBIT for Huntington is greater than or equal to $675,000
          (the Second Year Target EBIT for Huntington) an additional one hundred
          thousand dollars ($100,000) shall be made payable to Huntington. If
          Second Year Achieved EBIT for Huntington is less than $607,500 (which
          number represents an amount that is equal to .90 multiplied by the
          Second Year Target EBIT for Huntington), then Huntington will not be
          entitled to any additional amounts. However, if Second Year Achieved
          EBIT for Huntington is greater than or equal to $607,500 (which number
          represents an amount that is equal to .90 multiplied by the Second
          Year Target EBIT for Huntington), but less than $607,500 (the Second
          Year Target EBIT for Huntington), then the amount Huntington will be
          entitled to receive shall be a pro-rata amount, calculated by
          multiplying (A) the product that results from dividing Second Year
          Achieved EBIT for Huntington by $675,000 (Second Year Target EBIT for
          Huntington) by, (B) $100,000. For purposes of this Amendment, EBIT
          shall mean earnings before interest and taxes, less Bad Debt or
          refunds. EBIT shall not include any costs incurred by Hall Kinion in
          support of either ITC or Huntington, unless they are incurred at ITC
          or Huntington's request. Bad Debt shall mean any account receivable
          that has not been collected within 120 days after it is due and that
          Hall Kinion has deemed to be uncollectible and/or any customer revenue
          adjustment. The date of the Second Earnout Payment, if any, shall not
          be later than

                                       2
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          January 31, 2001, or within ten (10) days after any dispute under
          Section 3.7 is finally resolved, whichever is later.

                    (iii)  The subsequent payment corresponding to the Third
          Year Period (the "Third Earnout Payment"), shall be the Maximum
          Earnout Payment for the Third Year Period (i.e. $400,000), provided
          that the Third Year Achieved Revenue is greater than or equal to the
          Third Year Target Revenue. If the Third Year Achieved Revenue is less
          than the sum of Second Year Achieved Revenue plus the product that
          results from multiplying Second Year Achieved Revenue by .15, then the
          Third Earnout Payment shall be equal to zero. However, if the Third
          Year Achieved Revenue is greater than or equal to the sum of Second
          Year Achieved Revenue plus the product that results from multiplying
          Second Year Achieved Revenue by .15, but less than the Third Year
          Target Revenue, then the Third Earnout Payment shall be calculated by
          multiplying the Maximum Earnout Payment for the Third Year Period by
          the Third Year Factor. In addition, if Third Year Achieved EBIT for
          ITC is greater than or equal to $1,550,000 (the Third Year Target EBIT
          for ITC), then an additional four hundred thousand dollars ($400,000)
          shall be made payable to ITC. If Third Year Achieved EBIT for ITC is
          less than $1,395,000 (which number represents an amount that is equal
          to .90 multiplied by the Third Year Target EBIT for ITC), then ITC
          will not be entitled to any additional amounts. However, if Third Year
          Achieved EBIT for ITC is greater than or equal to $1,395,000 (which
          number represents an amount that is equal to .90 multiplied by the
          Third Year Target EBIT for ITC), but less than $1,550,000 (the Third
          Year Target EBIT for ITC), then the amount ITC will be entitled to
          receive shall be a pro-rata amount, calculated by multiplying (A) the
          product that results from dividing Third Year Achieved EBIT for ITC by
          $1,550,000 (Third Year Target EBIT for ITC) by, (B) $400,000. If Third
          Year Achieved EBIT for Huntington is greater than or equal to
          $1,050,000 (the Third Year Target EBIT for Huntington) an additional
          four hundred thousand dollars ($400,000) shall be made payable to
          Huntington. If Third Year Achieved EBIT for Huntington is less than
          $945,000 (which number represents an amount that is equal to .90
          multiplied by the Third Year Target EBIT for Huntington), then
          Huntington will not be entitled to any additional amounts. However, if
          Third Year Achieved EBIT for Huntington is greater than or equal to
          $1,050,000 (which number represents an amount that is equal to .90
          multiplied by the Third Year Target EBIT for Huntington), but less
          than $1,050,000 (the Third Year Target EBIT for Huntington), then the
          amount Huntington will be entitled to receive shall be a pro-rata
          amount, calculated by multiplying (A) the product that results from
          dividing Third Year Achieved EBIT for Huntington by $1,050,000 (Third
          Year Target EBIT for Huntington) by, (B) $400,000. The date of the
          Third Earnout Payment, if any, shall not be later than January 31,
          2002, or within ten (10) days after any dispute under Section 3.7 is
          finally resolved, whichever is later.

          (b)  Earn-Out Payment. Except otherwise set forth herein, 75.56% of
               ----------------
any Earn Out Payment made hereunder shall be made payable to ITC and the
remaining 24.44% shall be made payable to Huntington.

                                       3
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          2. Miscellaneous.

              2.1  Successors and Assigns. Except as otherwise provided herein,
                   ----------------------
the terms and conditions of this Amendment shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties.

              2.2  Governing Law. This Amendment shall be governed by and
                   -------------
construed under the laws of the State of California as applied to agreements
among California residents entered into and to be performed entirely within
California.

              2.3  Counterparts.  This Amendment may be executed in two or more
                   ------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

              2.4  Amendments and Waivers. Any term of this Amendment may be
                   ----------------------
amended and the observance of any term of this Amendment may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of each of the parties hereto.
Except as explicitly stated in this Amendment all terms, conditions and
provisions of the existing Amendment remain unchanged by this Amendment.

                                       4
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          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                 HALL, KINION & ASSOCIATES, INC.



                                 By:________________________________________
                                    Paul H. Bartlett
                                    President

                       Address:  China Basin Landing
                                 185 Berry Street, Suite 6440
                                 San Francisco, CA  94107
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                                 INTERACTIVE ACQUISITION
                                 CORPORATION


                                By:_______________________________________
                                    Paul H. Bartlett
                                    President

                                 Address:  China Basin Landing
                                           185 Berry Street, Suite 6440
                                           San Francisco, CA  94107

                                 HUNTINGTON ACQUISITION CORPORATION

                                 By:______________________________________
                                 Name:____________________________________
                                 Title:___________________________________

                                 Address:  _______________________________
                                           _______________________________

                                 HUNTINGTON GROUP, LLC

                                 By:______________________________________
                                 Name:____________________________________
                                 Title:___________________________________

                                 Address:  _______________________________
                                           _______________________________

                                           INTERACTIVE TECHNOLOGY
                                           CONSULTANTS, LLC
                                 By:______________________________________
                                 Name:____________________________________
                                 Title:___________________________________

                                 Address: 6527 Main Street
                                          Trumbull, CT  06611


SIGNATURE PAGE TO AMENDMENT NO. 2 TO ITC AND HUNTINGTON ASSET PURCHASE AGREEMENT
<PAGE>

                                     ___________________________________________
                                     Raymond Tomasco




                                     ___________________________________________
                                     Karen Vacheron Alexander




SIGNATURE PAGE TO AMENDMENT NO. 2 TO ITC AND HUNTINGTON ASSET PURCHASE AGREEMENT