EXHIBIT 10
                                                            
                                                            
                       PROMISSORY NOTE
                              
                              
U.S. $1,200,000.00                        November 12, 1998


       FOR   VALUE  RECEIVED,  the  undersigned,  Kelly   D.
Conway,  of 950 Woodbind Place, Lake Forest, Illinois  60045
("Borrower"), hereby unconditionally promises to pay to  the
order   of   TECHNOLOGY   SOLUTIONS  COMPANY,   a   Delaware
Corporation ("Lender"), having its principal office  at  205
North  Michigan Avenue, Chicago, Illinois 60601,  in  lawful
money  of  the  United States of America and in  immediately
available  funds,  the  principal sum  of  ONE  MILLION  TWO
HUNDRED  THOUSAND  DOLLARS  AND  NO  CENTS  ($1,200,000.00),
together with interest on the principal and accrued interest
balance  from time to time outstanding at the rate  of  FOUR
AND  FIFTY-ONE HUNDREDTHS percent (4.51%) per annum from the
date  hereof until payment in full on November 12, 2003 (the
"Payment  Date")  in accordance with this  Promissory  Note;
provided, however, that:

       (i)  if Borrower has been employed by Lender, or  any
parent or subsidiary company of Lender, from the date hereof
through   and  including  November  12,  1999  (the   "First
Anniversary  Date"),  then  the  amount  of  three   hundred
thousand  dollars  ($300,000.00)  of  outstanding  principal
indebtedness, plus interest accrued on such amount, shall be
discharged and forgiven by Lender and shall no longer be due
and,  accordingly, Borrower shall have no further obligation
to Lender hereunder; and

       (ii) if Borrower has been employed by Lender, or  any
parent or subsidiary company of Lender, from the date hereof
through and including the twelfth day of each calendar month
following  the  First Anniversary Date, then  on  each  such
twelfth  day  of  each  calendar month following  the  First
Anniversary  Date,  up  to November 12,  2000  (the  "Second
Anniversary  Date"),  the  amount of  twenty  five  thousand
dollars  ($25,000.00) of outstanding principal indebtedness,
plus  interest  accrued on such amount, shall be  discharged
and  forgiven  by  Lender and shall no longer  be  due  and,
accordingly,  Borrower shall have no further  obligation  to
Lender hereunder; and

       (iii)  if  Borrower has been employed by  Lender,  or
any  parent or subsidiary company of Lender, from  the  date
hereof  through  and  including  the  twelfth  day  of  each
calendar  month following the Second Anniversary Date,  then
on  each  such twelfth day of each calendar month  following
the  Second Anniversary Date, up to November 12,  2001  (the
"Third  Anniversary  Date"), the amount of  twenty  thousand
dollars  ($20,000.00) of outstanding principal indebtedness,
plus  interest  accrued on such amount, shall be  discharged
and  forgiven  by  Lender and shall no longer  be  due  and,
accordingly,  Borrower shall have no further  obligation  to
Lender hereunder; and

       (iv) if Borrower has been employed by Lender, or  any
parent or subsidiary company of Lender, from the date hereof
through and including the twelfth day of each calendar month

<PAGE>

following  the  Third Anniversary Date, then  on  each  such
twelfth  day  of  each  calendar month following  the  Third
Anniversary  Date,  up  to November 12,  2002  (the  "Fourth
Anniversary  Date"), the amount of twenty  thousand  dollars
($20,000.00)  of  outstanding principal  indebtedness,  plus
interest  accrued  on such amount, shall be  discharged  and
forgiven  by  Lender  and  shall  no  longer  be  due   and,
accordingly,  Borrower shall have no further  obligation  to
Lender hereunder; and

       (v)  if Borrower has been employed by Lender, or  any
parent or subsidiary company of Lender, from the date hereof
through and including the twelfth day of each calendar month
following  the Fourth Anniversary Date, then  on  each  such
twelfth  day  of  each calendar month following  the  Fourth
Anniversary Date, up to the Payment Date, the amount of  ten
thousand   dollars  ($10,000.00)  of  outstanding  principal
indebtedness, plus interest accrued on such amount, shall be
discharged and forgiven by Lender and shall no longer be due
and,  accordingly, Borrower shall have no further obligation
to Lender hereunder.

       (vi) if Borrower has been employed by Lender, or  any
parent or subsidiary company of Lender, from the date hereof
through  and  including the Payment Date, then any  and  all
amounts  of remaining outstanding interest accrued hereunder
shall  be  discharged and forgiven by Lender  and  shall  no
longer  be  due  and, accordingly, Borrower  shall  have  no
further obligation to Lender hereunder.

       Borrower,  however, shall be responsible  for  income
tax  on  the principal plus interest, if and when  they  are
recognized as income, which shall be withheld by Lender from
any amounts owed by Lender to Borrower, including payroll.

       Borrower  reserves the right to prepay this Note,  in
whole or in part, at any time without penalty.  In the event
of such prepayment, the amount so prepaid will be applied to
principal due and interest will be adjusted accordingly.

       All  payments  of principal and interest  under  this
Note  shall  be  made  by Borrower to  Lender,  at  Lender's
principal place of business as set forth above, or  at  such
other  place  as Lender may from time to time  designate  in
writing.

       The  occurrence or existence of one or  more  of  the
following  events  shall  constitute  an  event  of  default
("Default") under this Note: (i) the failure of Borrower  to
pay  when  due  any principal or interest due hereunder;  or
(ii)  (a) Borrower shall become generally unable to pay  his
debts  as  they  become due, or (b) Borrower shall  make  an
assignment  for  the benefit of creditors, or  (c)  Borrower
shall  call  a  meeting of creditors for the composition  of
debts,   or   (d)   a   proceeding  under  any   bankruptcy,
reorganization,    arrangement    of    debt,    insolvency,
readjustment of debt or receivership law or statute is filed
by or against Borrower, or a custodian, receiver or agent is
appointed  or authorized to take charge of any of Borrower's
properties, or Borrower takes any action to authorize any of
the foregoing; or (iii) Borrower shall no longer remain, for
any reason, an employee of Lender, or a parent or subsidiary
company  of  Lender, or (v) there shall be  entered  against
Borrower any judgment or judgments in an aggregate amount in

                           -2-

<PAGE>

excess  of $100,000, unless the amounts of such judgment  or
judgments are covered by insurance and liability under  such
insurance has been admitted by the issuer thereof.

       In  an  event  of Default, Lender may, by  notice  to
Borrower,  declare  all the indebtedness evidenced  by  this
Note  to  be, and thereupon such indebtedness shall  become,
immediately  due  and payable, without presentment,  demand,
protest  or  further notice of any kind, all  of  which  are
hereby expressly waived by Borrower; provided, however, that
if the Default specified in clause (ii) (d) in the paragraph
two  paragraphs above occurs, the indebtedness evidenced  by
this  Note  shall  automatically  become  due  and  payable,
without  presentment, demand, protest or any notice  of  any
kind, all of which are hereby expressly waived by Borrower.

       If  payment  hereunder becomes due and payable  on  a
day  which  is not a "Business Day" (as defined below),  the
due  date  thereof shall be extended to the next  succeeding
Business  Day, and interest shall be payable thereon  during
such  extension at the rate specified above. "Business  Day"
shall  mean  a  day on which banks in Chicago, Illinois  are
open for the transaction of banking business. In no case  or
event  whatsoever shall interest charged hereunder,  however
such  interest may be characterized or computed, exceed  the
highest  rate  permissible under any law which  a  court  of
competent jurisdiction shall, in a final determination, deem
applicable hereto. In the event that such a court determines
that Lender has received interest hereunder in excess of the
highest rate applicable hereto, Lender shall (i) apply  such
excess  to  any unpaid principal balance due and payable  by
Borrower hereunder to Lender; and (ii) if the amount of such
excess  exceeds  the unpaid principal and other  liabilities
due  and  payable by Borrower hereunder, Lender shall  remit
such excess to Borrower.

       Any  notice hereunder shall be sufficiently given  if
in  writing and delivered in person or mailed by first class
mail addressed as follows:

       If to Borrower:

       Kelly D. Conway
       950 Woodbine Place
       Lake Forest, Illinois  60045
       
       If to Lender:
       
       Technology Solutions Company
       205 North Michigan Avenue, Suite 1500
       Chicago, Illinois  60601
       Attention:  Senior Vice President and Chief
       Financial Officer
       
       Borrower and Lender may each designate additional  or
different addresses by notice to the other party as provided
herein.
                          -3-

<PAGE>

       Lender  shall be under no obligation to  marshal  any
assets  in  favor of Borrower in payment of any  or  all  of
Borrower's  liabilities  hereunder.   To  the  extent   that
Borrower  makes  a payment or payments to Lender,  and  such
payment  or  payments or any part thereof  are  subsequently
invalidated, declared to be fraudulent or preferential,  set
aside or required to be repaid to a trustee, receiver or any
other  party under any bankruptcy law, provincial, state  or
federal  law,  common law or equitable cause,  then  to  the
extent  of  such  recovery, the obligation  or  part  hereof
originally  intended to be satisfied shall  be  revived  and
continued  in full force and effect as if such  payment  had
not  been  made  or  such  enforcement  or  setoff  had  not
occurred.

       Any  dispute between Lender and Borrower arising  out
of,  connected  with,  related  to,  or  incidental  to  the
relationship  established between them  in  connection  with
this Note, and whether arising in contract, tort, equity, or
otherwise, shall be resolved in accordance with the internal
laws and not the conflicts of law provisions of the State of
Illinois.

       Except  as  provided  in  the immediately  succeeding
paragraph, Lender and Borrower each agree that all  disputes
between them arising out of, connected with, related to,  or
incidental to the relationship established between  them  in
connection  with this Note and whether arising in  contract,
tort,  equity, or otherwise, shall be resolved only by state
or  federal  courts  located in Cook County,  Illinois,  but
Lender and Borrower acknowledge that any appeals from  those
courts  may  have to be heard by a court located outside  of
Cook   County,  Illinois.  Borrower  waives  any   and   all
objections  that he may have to the location  of  the  court
considering the dispute.

       Borrower  agrees that Lender shall have the right  to
proceed against Borrower or his property in a court  in  any
location  to  enable Lender to enforce a judgment  or  other
court order entered in favor of Lender. Borrower agrees that
he  will  not  assert  any permissive counterclaims  in  any
proceeding brought by Lender to enforce a judgment or  other
court  order  in  favor  of  Lender.  Borrower  waives   any
objection that he may have to the location of the  court  in
which Lender has commenced a proceeding described in
this paragraph.

       Borrower waives personal service of any process  upon
him and consents that all such service of process be made by
registered  mail directed to Borrower at the address  stated
herein.

       Borrower  waives  the posting of any  bond  otherwise
required  of  Lender to enforce any judgment or other  court
order entered in favor of Lender, or to enforce this note by
specific    performance,   temporary   restraining    order,
preliminary or permanent injunction.

       Whenever possible, each provision of this Note  shall
be  interpreted in such manner as to be effective and  valid
under  applicable  law, but if any provision  of  this  Note
shall be prohibited by or invalid under applicable law, such
provision  shall  be  ineffective  to  the  extent  of  such
prohibition   or   invalidity,  without   invalidating   the

                      -4-


<PAGE>

remainder  of such provision or the remaining provisions  of
this Note. Whenever in this Note reference is made to Lender
or  Borrower, such reference shall be deemed to include,  as
applicable,  a reference to their respective successors  and
assigns,  and the provisions of this Note shall  be  binding
upon  and shall inure to the benefit of said successors  and
assigns.  Borrower's successors and assigns  shall  include,
without   limitation,  a  receiver,  receiver  and  manager,
trustee or debtor-in-possession of or for Borrower.



                              By:_____________________________
                                  Kelly D. Conway
                                  Borrower





                          -5-