EXHIBIT 10.31

                             AMENDMENT NUMBER TWO TO
              MATRIX CAPITAL CORPORATION 401(K) PROFIT SHARING PLAN



         BY THIS  AGREEMENT,  Matrix Capital  Corporation  401(k) Profit Sharing
Plan ("Plan") is hereby amended as follows:


         Section 3.1 is amended,  effective as of May 20, 1996, by adding at the
end of the first paragraph thereof the following:

                  "Notwithstanding  any  other  provision  of  the  Plan  to the
                  contrary,  persons who are  employed as Eligible  Employees by
                  Sterling  Finance  Company,  Inc.  on May 20,  1996  shall  be
                  eligible to participate  hereunder on that date, and all other
                  provisions   of  the  Plan  shall  be   construed   so  as  to
                  accommodate, and harmonize with, such participation."


IN  WITNESS  WHEREOF,  this  Amendment  Two has been  executed  this 30th day of
December, 1996.



                                MATRIX CAPITAL CORPORATION


                                By:  /s/  Guy A. Gibson
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