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                                                                    EXHIBIT 10.2
                              eLOYALTY CORPORATION
                        1999 EMPLOYEE STOCK PURCHASE PLAN


                  1. Purpose. The purpose of the eLoyalty Corporation 1999
Employee Stock Purchase Plan (the "Plan") is to provide employees of eLoyalty
Corporation, a Delaware corporation (the "Company"), and its Subsidiary
Companies (as defined in Section 15) added incentive to remain employed by such
companies and to encourage increased efforts to promote the best interests of
such companies by permitting eligible employees to purchase shares of the common
stock, par value $.01, of the Company ("Common Stock") at below-market prices.
The Plan is intended to qualify as an "employee stock purchase plan" under
section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). The
Company and its Subsidiary Companies are sometimes hereinafter called
individually a "Participating Company" or collectively the "Participating
Companies."

                  2. Eligibility. Participation in the Plan shall be open to
each employee of the Participating Companies (a) who has been continuously
employed by the Participating Companies for at least three months, (b) whose
customary employment by the Participating Companies is greater than 20 hours per
week; and (c) whose customary employment by the Participating Companies is more
than five months in any calendar year (each an "Eligible Employee") or any of
its subsidiaries. For purposes of the preceding sentence, employment with
Technology Solutions Company ("TSC") or any of its subsidiaries immediately
prior to the Effective Date shall be treated as employment by a Participating
Company. No right to purchase Common Stock hereunder shall accrue under the Plan
in favor of any person who is not an Eligible Employee as of the first day of a
Purchase Period (as defined in Section 3). Notwithstanding anything contained in
the Plan to the contrary, no Eligible Employee shall acquire a right to purchase
Common Stock hereunder (i) if, immediately after receiving such right, such
employee would own

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5% or more of the total combined voting power or value of all classes of stock
of the Company or any Subsidiary Company (including any stock attributable to
such employee under section 424(d) of the Code), or (ii) if for a given calendar
year such right would permit such employee's aggregate rights to purchase stock
under all employee stock purchase plans of the Company and its Subsidiary
Companies or Parent Corporation (which aggregate rights are exercisable during
such calendar year) to accrue at a rate which exceeds $25,000 of fair market
value of such stock for such calendar year, all determined in the manner
provided by section 423(b)(8) of the Code and the rules and regulations
thereunder. In addition, the number of shares of Common Stock which may be
purchased by any Eligible Employee during any Purchase Period shall not exceed
[1,500], subject to adjustment pursuant to Section 14.

                  3. Effective Date of Plan. The Plan shall become effective one
day after the record date of the pro rata distribution by TSC to its
stockholders of all of the shares of Common Stock then owned by TSC (the
"Spin-off") or on such later date as may be specified by the Board of Directors
(the "Board") of the Company or the Committee (as defined in Section 12) (the
"Effective Date"). The Plan shall cease to be effective unless, within 12 months
before or after the date of its adoption by the Board, it has been approved by
the stockholders of the Company in accordance with the General Corporation Law
of the State of Delaware and section 423 of the Code.

                  4. Purchase Periods. The first "Purchase Period" shall be the
period beginning on the Effective Date and ending on the last business day of
the calendar quarter in which the Effective Date occurs (or the last business
day of the first calendar quarter beginning after the Effective Date, if so
determined by the Committee prior to the Effective Date in its sole discretion),
and shall be followed thereafter by successive three-month Purchase Periods,
each of which shall begin on the first business day of the following calendar
quarter and end on the last business day of such calendar quarter.



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                   5.   Basis of Participation.

         (a) Each Eligible Employee shall be entitled to enroll in the Plan as
of the first day of any Purchase Period which begins on or after such employee
becomes an Eligible Employee and shall be considered a Participant in the Plan
thereafter (a "Participant").

                  (i) To enroll in the Plan, an Eligible Employee shall execute
         and deliver a payroll deduction authorization (the "Authorization") to
         the Participating Company which is the employee's employer, or its
         designated agent, in the time and manner specified by the Committee.
         The Authorization shall become effective on the first day of the
         Purchase Period commencing after the execution and delivery of such
         Authorization. Each Authorization shall direct that payroll deductions
         be made by the Participating Company which is the employee's employer
         for each payroll period during which the employee is a Participant in
         the Plan. The amount of each payroll deduction specified in an
         Authorization for each such payroll period shall be a whole percentage
         amount or a whole dollar amount, as determined by the Committee, in
         either case not to exceed 15%, or such lesser percentage as may be
         determined by the Committee, of the Participant's current regular wage
         or salary (before withholding or other deductions) paid to him or her
         by any of the Participating Companies.

                  (ii) Payroll deductions (and any other amount paid under the
         Plan) shall be made for each Participant in accordance with his or her
         or her Authorization until his or her or her participation in the Plan
         terminates or the Plan terminates, all as hereinafter provided.

                  (iii) A Participant may change the amount of his or her
         payroll deduction by filing a new Authorization with the Company or its
         designated agent, which shall become effective on the first day of the
         Purchase Period commencing after the execution and delivery of such
         Authorization. No other changes shall be permitted, except that a

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         Participant may elect to terminate his or her participation in the Plan
         as provided in Section 8.

                  (iv) Payroll deductions shall be credited to a purchase
         account established on the books of the Company on behalf of each
         Participant (a "Purchase Account"). At the end of each Purchase Period,
         the amount in each Participant's Purchase Account will be applied to
         the purchase from the Company of the number of shares of Common Stock
         determined by dividing such amount by the Purchase Price (as defined in
         Section 6) for such Purchase Period. (b) The Committee may, in its
         discretion, establish additional procedures whereby Eligible Employees
         may participate in the Plan by means other than payroll deduction,
         including, but not limited to, delivery of funds by Participants in a
         lump sum or automatic charges to Participants' bank accounts. Such
         other methods of participating shall be subject to such rules and
         conditions as the Committee may establish. The Committee may at any
         time amend, suspend to terminate any participation procedures
         established pursuant to this paragraph without prior notice to any
         Participant or Eligible Employee.

                  6. Purchase Price. The purchase price (the "Purchase Price")
per share of Common Stock hereunder for any Purchase Period shall be 85% of the
lesser of (i) the fair market value of a share of Common Stock on the first day
of such Purchase Period and (ii) the fair market value of a share of Common
Stock on the last day of such Purchase Period, unless, prior to the beginning of
such Purchase Period, the Committee shall determine otherwise (subject to the
limitations contained in clause (iii) of Section 9(c)). If such determination
results in a fraction of one cent, the Purchase Price shall be increased to the
next higher full cent. The fair market value of a share of Common Stock on a
given day shall be the average of the high and low transaction prices of a share
of Common Stock as reported on The Nasdaq Stock Market(SM) on the date as of
which such value is being determined or, if there shall be no reported
transactions on such date,

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on the next preceding date for which transactions were reported. In no event,
however, shall the Purchase Price be less than the par value of the Common
Stock.

                  7.   Issuance of Shares.

         (a) The Common Stock purchased by each Participant shall be considered
to be issued and outstanding to his or her credit as of the close of business on
the last day of each Purchase Period. The total number of shares of Common Stock
purchased by all Participants during each Purchase Period shall be issued, as of
the last day in such Purchase Period, to a nominee or agent for the benefit of
the Participants. A Participant will be issued a certificate for his or her
shares upon the request of the Participant in accordance with procedures
established by the Company.

         (b) No interest shall accrue at any time for any amount credited to a
Purchase Account of a Participant. After the close of each Purchase Period, a
report will be sent to each Participant stating the entries made to his or her
Purchase Account, the number of shares of Common Stock purchased and the
applicable Purchase Price.

                  8.   Termination of Participation.

         (a) A Participant may elect at any time to terminate his or her
participation in the Plan, provided such termination is received by the Company
in writing prior to the last business day of the Purchase Period for which such
termination is to be effective. Upon any such termination, the Company shall
promptly deliver to such Participant cash in an amount equal to the balance to
his or her credit in his or her Purchase Account on the date of such
termination. At any time after such termination, the Participant may request the
delivery to such Participant of one or more certificates for the number of whole
shares of Common Stock held for his or her benefit, and the cash equivalent for
any fractional share so held. Such cash equivalent shall be determined by
multiplying the fractional share by the fair market value of a share of Common
Stock on the last day of the Purchase Period immediately preceding such
termination, determined as provided in Section 6.

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         (b) If the Participant dies, terminates his or her employment with the
Participating Companies for any reason, or otherwise ceases to be an Eligible
Employee (including, without limitation, as a result of a Participating Company
ceasing to be a Subsidiary Company), his or her participation in the Plan shall
immediately terminate. Upon such terminating event, the Company shall promptly
deliver to such Participant or his or her legal representative, as the case may
be, cash in an amount equal to the balance to his or her credit in his or her
Purchase Account on the date of such termination.

                  9. Termination or Amendment of the Plan.

         (a) The Company, by action of the Board or the Committee, may terminate
the Plan at any time. Notice of termination shall be given to all Participants,
but any failure to give such notice shall not impair the effectiveness of the
termination.

         (b) Without any action being required, the Plan will terminate in any
event when the maximum number of shares of Common Stock to be sold under the
Plan (as provided in Section 13) has been purchased. Such termination shall not
impair any rights which under the Plan shall have vested on or prior to the date
of such termination. If at any time the number of shares remaining available for
purchase under the Plan are not sufficient to satisfy all then-outstanding
purchase rights, the Board may determine an equitable basis of apportioning
available shares among all Participants consistent with Section 423 of the Code.

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         (c) The Board or the Committee may amend the Plan from time to time in
any respect for any reason; provided, however, no such amendment shall (i)
materially adversely affect any purchase rights outstanding under the Plan
during the Purchase Period in which such amendment is to be effected, (ii)
unless approved by the stockholders of the Company, increase the maximum number
of shares of Common Stock which may be purchased under the Plan, (iii) decrease
the Purchase Price of the shares of Common Stock for any Purchase Period below
the lesser of 85% of the fair market value thereof on the first day of such
Purchase Period and 85% of the fair market value thereof on the last day of such
Purchase Period, (iv) unless approved by the stockholders of the Company, change
the class of employees eligible to participate in the Plan or (v) adversely
affect the qualification of the Plan under section 423 of the Code.

         (d) Upon termination of the Plan, the respective cash balance, if any,
to the credit of each Participant in his or her Purchase Account, one or more
certificates for the number of whole shares of Common Stock held for his or her
benefit, and the cash equivalent of any fractional share so held, determined as
provided in Section 8(a), shall be promptly distributed to such Participant.

                  10. Non-Transferability. Rights acquired under the Plan are
not transferable and may be exercised only by a Participant.

                  11. Stockholder's Rights. No Eligible Employee or Participant
shall by reason of the Plan have any rights of a stockholder of the Company
until and to the extent he or she shall acquire shares of Common Stock as herein
provided.

                  12. Administration of the Plan.

         (a) The Plan shall be administered by the Compensation Committee of the
Board (the "Committee"), provided that the Board may otherwise appoint (i) the
entire Board or (ii) a committee consisting of two or more members of the Board,
to act as the Committee. In addition

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to the power to amend or terminate the Plan pursuant to Section 9, the Committee
shall have full power and authority to: (A) interpret and administer the Plan
and any instrument or agreement entered into under the Plan; (B) establish such
rules and regulations and appoint such agents as it shall deem appropriate for
the proper administration of the Plan; and (C) make any other determination and
take any other action that the Committee deems necessary or desirable for
administration of the Plan. Decisions of the Committee shall be final,
conclusive and binding upon all persons, including the Company, any Participant
and any other employee of the Company. A majority of the members of the
Committee may determine its actions and fix the time and place of its meetings.

         (b) The Plan shall be administered so as to ensure all Participants
have the same rights and privileges as required by section 423(b)(5) of the
Code.

                  13. Maximum Number of Shares. The maximum number of shares of
Common Stock which may be purchased under the Plan is [500,000], subject,
however, to adjustment as hereinafter set forth. Shares of Common Stock sold
hereunder may be treasury shares, authorized and unissued shares, or a
combination thereof.

                  14. Adjustment. In the event of any stock split, stock
dividend, recapitalization, reorganization, merger, consolidation, combination,
exchange of shares, liquidation, spin-off or other similar change in
capitalization or event, or any distribution to holders of Common Stock other
than a regular cash dividend, the maximum number and class of securities which
may purchased under this Plan, the maximum number and class of securities that
may be purchased by any Eligible Employee during any Purchase Period, and the
purchase price per security shall be appropriately adjusted by the Committee.
The decision of the Committee regarding any such adjustment shall be final,
binding and conclusive. If any such adjustment would result in a fractional
security being available under this Plan, such fractional security shall be
disregarded.

                  15.      Miscellaneous.

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         (a) Except as otherwise expressly provided herein, any Authorization,
election, notice or document under the Plan from an Eligible Employee or
Participant shall be delivered to the Company, the Participating Company that is
the employer of such Eligible Employee, or their designated agents and, subject
to any limitations specified in the Plan, shall be effective when so delivered.

         (b) The term "business day" shall mean any day other than Saturday,
Sunday or a legal holiday recognized by the Participating Corporation for which
the Participant is employed.

         (c) The term "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

         (d) The term "Parent Corporation" shall mean any corporation which is,
or becomes, after the Effective Date, a parent corporation of the Company
(within the meaning of Section 424(e) of the Code).

         (e) The term "Subsidiary Companies" shall mean all corporations which
are, or become, after the Effective Date, subsidiary corporations (within the
meaning of Section 424(f) of the Code) and of which the Company is the common
parent.

         (f) The Plan, and the Company's obligation to sell and deliver Common
Stock hereunder, shall be subject to all applicable federal, state and foreign
laws, rules and regulations, and to such approval by any regulatory or
governmental agency as may, in the opinion of counsel for the Company, be
required.

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16.      Change in Control.

         (a) In order to maintain the Participants' rights in the event of any
Change in Control of the Company, as hereinafter defined, upon such Change in
Control, the then current Purchase Period shall thereupon end, and all
Participants' Purchase Accounts shall be applied to purchase shares of Common
Stock pursuant to Section 6, and the Plan shall immediately thereafter
terminate.

         (b) "Change in Control" for the purposes hereof means the occurrence of
any of the following events after the Effective Date:

                  (i) the acquisition by any individual, entity or group (a
         "Person"), including any "person" within the meaning of Section
         13(d)(3) or 14(d)(2) of the Exchange Act, of beneficial ownership
         within the meaning of Rule 13d-3 promulgated under the Exchange Act, of
         35% or more of either (A) the then outstanding shares of common stock
         of the Company (the "Outstanding Company Common Stock") or (B) the
         combined voting power of the then outstanding securities of the Company
         entitled to vote generally in the election of directors (the
         "Outstanding Company Voting Securities"); excluding, however, the
         following: (1) any acquisition directly from the Company (excluding any
         acquisition resulting from the exercise of an exercise, conversion or
         exchange privilege, unless the security being so exercised, converted
         or exchanged was acquired directly from the Company); (2) any
         acquisition by the Company; (3) any acquisition by an employee benefit
         plan (or related trust) sponsored or maintained by the Company or any
         Subsidiary Corporation; or (4) any acquisition by any corporation
         pursuant to a transaction which complies with clauses (A), (B) and (C)
         of subsection (iii) of this Section 16(b); provided further, that for
         purposes of clause (2) above, if any Person (other than the Company or
         any employee benefit plan (or related trust) sponsored or maintained by
         the Company or any corporation controlled by the Company) shall become
         the beneficial owner of 35% or more of the Outstanding Company Common
         Stock or 35% or more of the Outstanding


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         Company Voting Securities by reason of an acquisition by the Company,
         and such Person shall, after such acquisition by the Company, become
         the beneficial owner of any additional shares of the Outstanding
         Company Common Stock or any additional Outstanding Company Voting
         Securities and such beneficial ownership is publicly announced, such
         additional beneficial ownership shall constitute a Change in Control;

                  (ii) individuals who, as of the date hereof, constitute the
         Board of Directors (the "Incumbent Board") cease for any reason to
         constitute at least a majority of such Board; provided that any
         individual who becomes a director of the Company subsequent to the date
         hereof whose election, or nomination for election by the Company's
         stockholders, was approved by the vote of at least a majority of the
         directors then comprising the Incumbent Board, shall be deemed a member
         of the Incumbent Board; and provided further, that any individual who
         was initially elected as a director of the Company as a result of an
         actual or threatened election contest, as such terms are used in Rule
         14a-11 of Regulation 14A promulgated under the Exchange Act, or any
         other actual or threatened solicitation of proxies or consents by or on
         behalf of any Person other than the Board, shall not be deemed a member
         of the Incumbent Board;

                  (iii) approval by the stockholders of the Company of a
         reorganization, merger or consolidation or sale or other disposition of
          all or substantially all of the assets of the Company (a "Corporate
         Transaction"); excluding, however, a Corporate Transaction pursuant to
         which (A) all or substantially all of the individuals or entities who
         are the beneficial owners, respectively, of the Outstanding Company
         Common Stock and the Outstanding Company Voting Securities immediately
         prior to such Corporate Transaction will beneficially own, directly or
         indirectly, more than 60% of, respectively, the outstanding shares of
         common stock and the combined voting power of the outstanding
         securities entitled to vote generally in the election of directors, as
         the case may be, of the corporation resulting from such Corporate
         Transaction (including, without limitation, a

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         corporation which, as a result of such transaction, owns the Company or
         all or substantially all of the Company's assets either directly or
         indirectly) in substantially the same proportions relative to each
         other as their ownership, immediately prior to such Corporate
         Transaction, of the Outstanding Company Common Stock and the
         Outstanding Company Voting Securities, as the case may be, (B) no
         Person (other than the Company, any employee benefit plan (or related
         trust) sponsored or maintained by the Company or a Subsidiary
         Corporation, the corporation resulting from such Corporate Transaction,
         and any Person who beneficially owned, immediately prior to such
         Corporate Transaction, directly or indirectly, 35% or more of the
         Outstanding Company Common Stock or the Outstanding Company Voting
         Securities, as the case may be) will beneficially own, directly or
         indirectly, 35% or more of, respectively, the outstanding shares of
         common stock or the combined voting power of the outstanding securities
         entitled to vote generally in the election of directors of the
         corporation resulting from such Corporate Transaction and (C)
         individuals who were members of the Incumbent Board will constitute at
         least a majority of the members of the board of directors of the
         corporation resulting from such Corporate Transaction; or

                  (iv) approval by the stockholders of the Company of a plan of
         complete liquidation or dissolution of the Company.



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