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                                                  Exhibit 4.3

                    AMENDMENT NUMBER ONE
                           TO THE
                TECHNOLOGY SOLUTIONS COMPANY
              1995 EMPLOYEE STOCK PURCHASE PLAN


          WHEREAS, Technology Solutions Company (the

"Company") has heretofore adopted and maintains the

Technology Solutions Company 1995 Employee Stock Purchase

Plan (the "Plan"), an employee stock purchase plan within

the meaning of section 423 of the Internal Revenue Code of

1986, as amended (the "Code"); and



          WHEREAS, the Company desires to amend the Plan in

certain respects in connection with the Company's proposed

spin-off of its subsidiary, eLoyalty Corporation, to the

stockholders of the Company.



          NOW, THEREFORE, pursuant to the power of amendment

contained in Section 9(c) of the Plan, the Plan is hereby

amended as follows, effective as of the first day of the

first Purchase Period beginning after the date hereof:



          1.   Section 2 of the Plan is hereby amended (i) by deleting

               clause (a) of the first sentence thereof, and inserting

               the following clause in lieu thereof:


         (a) who has been continuously employed by the
             Participating Companies for at least three months,




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and (ii) by deleting the last sentence thereof, and

inserting the following sentence in lieu thereof:



     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.


          2.  Section 4 of the Plan is hereby amended by

adding the following at the end thereof:


     In the event of a pro rata distribution by the
     Company to its stockholders of all of the shares
     of the common stock of eLoyalty Corporation then
     owned by the Company (a "Spin-Off"), the Purchase
     Period then in effect under the Plan shall end as
     of the business day immediately preceding the
     record date of the Spin-Off.  The amounts credited
     to the Purchase Accounts of all Participants as of
     such date shall be applied to purchase shares of
     Common Stock in accordance with Section 5 of the
     Plan, and such shares shall be considered issued
     and outstanding for purposes of the Spin-Off.
     Thereafter, a new Purchase Period shall begin on
     the first business day of each calendar quarter
     beginning after the record date of the Spin-Off
     and shall end on the last business day of each
     such calendar quarter.


          3.  Section 5 of the Plan is hereby amended (i) by

deleting the first sentence of paragraph (i) of subsection

(a) thereof, and inserting the following sentence in lieu

thereof:



     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.
and (b) by adding the following sentence at the end of

paragraph (ii) of subsection (a) thereof:

     Payroll deductions (and any other amount paid
     under the Plan) shall continue in accordance with
     such Authorization notwithstanding any transfer of
     employment between Participating Companies.



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          4.  Section 6 of the Plan is hereby amended by

deleting the reference to "clause (c) of the third paragraph

of Section 9," where it appears therein, and by inserting a

reference to "clause (iii) of Section 9(c)" in lieu thereof.



          5.  Section 7 of the Plan is hereby amended by

deleting the last sentence of subsection (a) thereof, and

inserting the following sentence in lieu thereof:



     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.


          6.  Section 8 of the Plan is hereby amended (i) by

deleting subsection (a) thereof, and inserting the following

subsection in lieu thereof:



          (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.


and (ii) by deleting subsections (b) and (c) thereof, and

inserting the following subsection (b) in lieu thereof:

               (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.




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          7.  Section 10 of the Plan is hereby amended by

deleting the second sentence thereof.



          8.  Section 13 of the Plan is hereby amended by

deleting the second sentence thereof.



          9.   Sections 14 and 15 of the Plan, and all references

            thereto, are hereby

redesignated as Sections 15 and 16, respectively, and the

following new Section 14 is added to the Plan:



       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.


          10.  Section 15 of the Plan (as heretofore

redesignated) is hereby amended (i) by deleting subsection

(a) thereof, and inserting the following subsection in lieu

thereof:





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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.


and (ii) by deleting subsection (d) thereof, and

redesignating subsections (e) and (f), and all references

thereto, as subsections (d) and (e), respectively.



          IN WITNESS WHEREOF, the Company has caused this

instrument to be executed by its duly authorized officer on

this 23rd day of July, 1999.





                                   Technology Solutions Company



                                   By: PAUL PETERSON
                                   _________________________