EXHIBIT  3(i)
                                                            
                              
            RESTATED CERTIFICATE OF INCORPORATION
                              
                             OF
                              
                TECHNOLOGY SOLUTIONS COMPANY
                              
                  _________________________
                              
               Pursuant to Section 245 of the
      General Corporation Law of the State of Delaware
                 __________________________
                              


          TECHNOLOGY SOLUTIONS COMPANY, a corporation
organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

     1.  The name of the Corporation is Technology Solutions
Company.  The Corporation was originally incorporated under
the name Technology Solution Company.

     2.  The original Certificate of Incorporation of the
Corporation was filed with the Secretary of State of
Delaware on May 27, 1988.  The original Certificate of
Incorporation has heretofore been amended and supplemented.

     3.  This Restated Certificate of Incorporation restates
and integrates, but does not further amend, the Certificate
of Incorporation as heretofore in effect, and there is no
discrepancy between those provisions and the provisions of
this Restated Certificate of Incorporation.   This Restated
Certificate of Incorporation has been adopted by the Board
of Directors of the Corporation in the manner prescribed by
Section 245 of the General Corporation Law of the State of
Delaware, and is as follows:

     FIRST:    The name of the Corporation is Technology
Solutions Company.

     SECOND:   The address of the Corporation's registered
office in the State of Delaware is Corporation Trust Center,
1209 Orange Street, in the City of Wilmington, County of New
Castle.  The name of the Corporation's registered agent at
such address is The Corporation Trust Company.

     THIRD:    The purpose of the Corporation is to engage
in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.



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     FOURTH:   The total number of shares of all classes
which the Corporation shall have authority to issue equals
110,000,000, itemized by classes, par value of shares, and
series, if any, within a class as follows:

       (a)  10,000,000 preferred shares, par value $.01 per
          share (the "Preferred Stock"), to be issued in
          series.
               
       (b)  100,000,000 common shares, par value $.01 per
          share (the "Common Stock").

The powers, preferences and rights, and the qualifications,
limitations or restrictions of the Common Stock relative to
the Preferred Stock are as set forth in Articles FIFTH
through EIGHTH.

     FIFTH:    A.   The Preferred Stock may be issued from
time to time in one or more series and with such designation
for each such series as shall be stated and expressed in the
resolution or resolutions providing for the issue of each
such series adopted by the Board of Directors.  The Board of
Directors in any such resolution or resolutions is expressly
authorized to state and express for each such series:

           (i) The voting powers, if any, of the holders of
               stock of such series;
               
          (ii) The rate per annum and the times and
               conditions at which the holders of stock of
               such series shall be entitled to receive
               dividends, and whether such dividends shall
               be cumulative or non-cumulative and if
               cumulative the terms upon which such
               dividends shall be cumulative;
               
         (iii) The price or prices and the time or
               times at and the manner in which the stock of
               such series shall be redeemable;
               
          (iv) The right to which the holders of the
               shares of stock of such series shall be
               entitled upon any voluntary or involuntary
               liquidation, dissolution or winding up of the
               Corporation;
               
           (v) The terms, if any, upon which shares of stock
               of such series shall be convertible into, or
               exchangeable for, shares of stock of any
               other class or classes or of any other series
               of the same or any other class or classes,
               including the price or prices or the rate or
               rates of conversion or exchange and the terms
               of adjustment, if any; and
               
          (vi) Any other designations, preferences and
               relative, participating, optional or other
               special rights, and qualifications,
               limitations or restrictions thereof so far as
               they are not inconsistent with the provisions


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               of this Restated Certificate of Incorporation
               and to the full extent now or hereafter
               permitted by the laws of Delaware.

          B.   All shares of the Preferred Stock of any one series
shall be identical to each other in all respects, except
that shares of any one series at different times may differ
as to the dates from which dividends thereon, if cumulative,
shall be cumulative.

          C.   Series A Junior Participating Preferred Stock
               
          Section 1.  Designation and Amount.  The shares of
such series shall be designated as "Series A Junior
Participating Preferred Stock" and the number of shares
constituting such series shall be 1,000,000.

          Section 2.  Dividends and Distributions.

          (A)  Subject to the prior and superior rights of
the holders of any shares of any series of Preferred Stock
ranking prior and superior to the shares of Series A
Preferred Stock with respect to dividends, the holders of
shares of Series A Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of Directors
out of funds legally available for the purpose, quarterly
dividends payable in cash on the first business day of
January, April, July and October in each year (each such
date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction
of a share of Series A Preferred Stock, in an amount per
share (rounded to the nearest cent) equal to the greater of
(a) $.01 or (b) subject to the provision for adjustment
hereinafter set forth, 100 times the aggregate per share
amount of all cash dividends, and 100 times the aggregate
per share amount (payable in kind) of all non-cash dividends
or other distributions other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise),
declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the
first Quarterly Dividend Payment Date, since the first
issuance of any share or fraction of a share of Series A
Preferred Stock.  In the event the Corporation shall at any
time after October 29, 1998 (the "Rights Declaration Date")
(i) declare any dividend on Common Stock payable in shares
of Common Stock, (ii) subdivide the outstanding Common
Stock, or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each case the amount to
which holders of shares of Series A Preferred Stock were
entitled immediately prior to such event under clause (b) of
the preceding sentence shall be adjusted by multiplying such
amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares
of Common Stock that were outstanding immediately prior to
such event.

          (B)  The Corporation shall declare a dividend or
distribution on the Series A Preferred Stock as provided in
paragraph (A) above immediately after it declares a dividend
or distribution on the Common Stock (other than a dividend

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payable in shares of Common Stock); provided, however, that,
in the event no dividend or distribution shall have been
declared on the Common Stock during the period between any
Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, subject to the prior and
superior rights of the holders of any shares of any series
of Preferred Stock ranking prior to and superior to the
shares of Series A Preferred Stock with respect to
dividends, a dividend of $.01 per share on the Series A
Preferred Stock shall nevertheless by payable on such
subsequent Quarterly Dividend Payment Date.

          (C)  Dividends shall begin to accrue and be
cumulative on outstanding shares of Series A Preferred Stock
from the Quarterly Dividend Payment Date next preceding the
date of issue of such shares of Series A Preferred Stock,
unless the date of issue of such shares is prior to the
record date for the first Quarterly Dividend Payment Date,
in which case dividends on such shares shall begin to accrue
from the date of issue of such shares, or unless the date of
issue is a Quarterly Dividend Payment Date or is a date
after the record date for the determination of holders of
shares of Series A Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend
Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Quarterly
Dividend Payment Date.  Accrued but unpaid dividends shall
not bear interest.  Dividends paid on the shares of Series A
Preferred Stock in an amount less than the total amount of
such dividends at the time accrued and payable on such
shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding.  The Board of
Directors may fix a record date for the determination of
holders of shares of Series A Preferred Stock entitled to
receive payment of a dividend or distribution declared
thereon, which record date shall be no more than 60 days
prior to the date fixed for the payment thereof.

          Section 3.  Voting Rights.

          The holders of shares of Series A Preferred Stock
shall have the following voting rights:

          (A)  Subject to the provision for adjustment
hereinafter set forth, each share of Series A Preferred
Stock shall entitle the holder thereof to 100 votes on all
matters submitted to a vote of the stockholders of the
Corporation.  In the event the Corporation shall at any time
after the Rights Declaration Date (i) declare any dividend
on Common Stock payable in shares of Common Stock, (ii)
subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares,
then in each such case the number of votes per share to
which holders of shares of Series A Preferred Stock were
entitled immediately prior to such event shall be adjusted
by multiplying such number by a fraction the numerator of
which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding
immediately prior to such event.

          (B)  Except as otherwise provided herein or by
law, the holders of shares of Series A Preferred Stock and

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the holders of shares of Common Stock shall vote
collectively as one class on all matters submitted to a vote
of stockholders of the Corporation.

          (C)  (i) If at any time dividends on any Series A
     Preferred Stock shall be in arrears in an amount equal
     to six (6) quarterly dividends thereon, the occurrence
     of such contingency shall mark the beginning of a
     period (herein called a "default period") which shall
     extend until such time when all accrued and unpaid
     dividends for all previous quarterly dividend periods
     and for the current quarterly dividend period on all
     shares of Series A Preferred Stock then outstanding
     shall have been declared and paid or set apart for
     payment.  During each default period, all holders of
     Preferred Stock (including holders of the Series A
     Preferred Stock) with dividends in arrears in an amount
     equal to six (6) quarterly dividends thereon, voting as
     a class, irrespective of series, shall have the right
     to elect two (2) Directors.

          (ii)  During any default period, such voting right
     of the holders of Series A Preferred Stock may be
     exercised initially at a special meeting called
     pursuant to subparagraph (iii) of this Section 3(C) or
     at any annual meeting of stockholders, and thereafter
     at annual meetings of stockholders, provided that such
     voting right shall not be exercised unless the holders
     of ten percent (10%) in number of shares of Preferred
     Stock outstanding shall be present in person or by
     proxy.  The absence of a quorum of the holders of
     Common Stock shall not affect the exercise by the
     holders of Preferred Stock of such voting rights.  At
     any meeting at which the holders of Preferred Stock
     shall exercise such voting right initially during an
     existing default period, they shall have the right,
     voting as a class, to elect Directors to fill such
     vacancies, if any, in the Board of Directors as may
     then exist up to two (2) Directors or, if such right is
     exercised at an annual meeting, to elect two (2)
     Directors.  If the number which may be so elected at
     any special meeting does not amount to the required
     number, the holders of the Preferred Stock shall have
     the right to make such increase in the number of
     Directors as shall be necessary to permit the election
     by them of the required number.  After the holders of
     the Preferred Stock shall have exercised their right to
     elect Directors in any default period and during the
     continuance of such period, the number of Directors
     shall not be increased or decreased except by vote of
     the holders of Preferred Stock as herein provided or
     pursuant to the rights of any equity securities ranking
     senior to or pari passu with the Series A Preferred
     Stock.

          (iii)  Unless the holders of Preferred Stock
     shall, during an existing default period, have
     previously exercised their right to elect Directors,
     the Board of Directors may order, or any stockholder or
     stockholders owning in the aggregate not less than ten
     percent (10%) of the total number of shares of
     Preferred Stock outstanding, irrespective of series,
     may request, the calling of special meeting of the
     holders of Preferred Stock, which meeting shall
     thereupon be called by the Chairman of the Board, the
     President, a Vice President or the Secretary of the
     Corporation.  Notice of such meeting and of any annual
     meeting at which holders of Preferred Stock are
     entitled to vote pursuant to this paragraph (C)(iii)

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     <PAGE>

     shall be given to each holder of record of Preferred
     Stock by mailing a copy of such notice to him or her at
     his or her last address as the same appears on the
     books of the Corporation.  Such meeting shall be called
     for a time not earlier than 10 days and not later than
     50 days after such order or request, or in default of
     the calling of such meeting within 50 days after such
     order or request, such meeting may be called on similar
     notice by any stockholder or stockholders owning in the
     aggregate not less than ten percent (10%) of the total
     number of shares of Preferred Stock outstanding.
     Notwithstanding the provisions of this paragraph
     (C)(iii), no such special meeting shall be called
     during the period within 50 days immediately preceding
     the date fixed for the next annual meeting of the
     stockholders.

          (iv)  In any default period, the holders of Common
     Stock, and, if applicable, other classes of capital
     stock of the Corporation, shall continue to be entitled
     to elect the whole number of Directors until the
     holders of Preferred Stock shall have exercised their
     right to elect two (2) Directors voting as a class,
     after the exercise of which right (x) the Directors so
     elected by the holders of Preferred Stock shall
     continue in office until their successors shall have
     been elected by such holders or until the expiration of
     the default period, and (y) any vacancy in the Board of
     Directors may (except as provided in paragraph (C)(ii)
     of this Section 3) be filled by vote of a majority of
     the remaining Directors theretofore elected by the
     holders of the class of capital stock which elected the
     Director whose office shall have become vacant.
     References in this paragraph (C) to Directors elected
     by the holders of a particular class of stock shall
     include Directors appointed by such Directors to fill
     vacancies as provided in clause (y) of the foregoing
     sentence.
          
          (v) Immediately upon the expiration of a default
     period, (x) the right of the holders of Preferred Stock
     as a class to elect Directors shall cease, (y) the term
     of any Directors elected by the holders of Preferred
     Stock as a class shall terminate, and (z) the number of
     Directors shall be such number as may be provided for
     in the certificate of incorporation or by-laws
     irrespective of any increase made pursuant to the
     provisions of paragraph (C)(ii) of this Section 3 (such
     number being subject, however, to change thereafter in
     any manner provided by law or in the certificate of
     incorporation or by-laws).  Any vacancies in the Board
     of Directors effected by the provisions of clauses (y)
     and (z) in the preceding sentence may be filled by a
     majority of the remaining Directors.

          (D) Except as set forth herein, holders of Series
A Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent
they are entitled to vote with holders of Common Stock as
set forth herein) for taking any corporate action.

                           -6-
          
<PAGE>          
          
          Section 4.  Certain Restrictions.

          (A)  Whenever quarterly dividends or other
dividends or distributions payable on the Series A Preferred
Stock as provided in Section 2 are in arrears, thereafter
and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series
A Preferred Stock outstanding shall have been paid in full,
the Corporation shall not:

          (i)  declare or pay dividends on, make any
     other distributions on, or redeem or purchase or
     otherwise acquire for consideration any shares of
     capital stock ranking junior (either as to
     dividends or upon liquidation, dissolution or
     winding up) to the Series A Preferred Stock;

         (ii)  declare or pay dividends on or make any
     other distributions on any shares of stock ranking
     on a parity (either as to dividends or upon
     liquidation, dissolution or winding up) with the
     Series A Preferred Stock, except dividends paid
     ratably on the Series A Preferred Stock and all
     such parity stock on which dividends are payable
     or in arrears in proportion to the total amounts
     to which the holders of all such shares are then
     entitled;

        (iii)  redeem or purchase or otherwise
     acquire for consideration shares of any capital
     stock ranking on a parity (either as to dividends
     or upon liquidation, dissolution or winding up)
     with the Series A Preferred Stock, provided that
     the Corporation may at any time redeem, purchase
     or otherwise acquire shares of any such parity
     stock in exchange for shares of any capital stock
     of the Corporation ranking junior (either as to
     dividends or upon dissolution, liquidation or
     winding up) to the Series A Preferred Stock; or

         (iv)  purchase or otherwise acquire for
     consideration any shares of Series A Preferred
     Stock, or any shares of capital stock ranking on a
     parity with the Series A Preferred Stock, except
     in accordance with a purchase offer made in
     writing or by publication (as determined by the
     Board of Directors) to all holders of such shares
     upon such terms as the Board of Directors, after
     consideration of the respective annual dividend
     rates and other relative rights and preferences of
     the respective series and classes, shall determine
     in good faith will result in fair and equitable
     treatment among the respective series or classes.

          (B)  The Corporation shall not permit any
subsidiary of the Corporation to purchase or otherwise
acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph
(A) of this Section 4, purchase or otherwise acquire such
shares at such time and in such manner.

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<PAGE>
          
          Section 5.  Reacquired Shares.
          
          Any shares of Series A Preferred Stock purchased
or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the
acquisition thereof.  All such shares shall upon their
cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series
of Preferred Stock to be created by resolution or
resolutions of the Board of Directors, subject to the
conditions and restrictions on issuance set forth herein.

          Section 6.  Liquidation, Dissolution or Winding Up.

          (A)  Upon any liquidation (voluntary or
otherwise), dissolution or winding up of the Corporation, no
distribution shall be made to the holders of shares of
capital stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares
of Series A Preferred Stock shall have received $100 per
share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the
date of such payment (the "Series A Liquidation
Preference").  Following the payment of the full amount of
the Series A Liquidation Preference, no additional
distributions shall be made to the holders of shares of
Series A Preferred Stock unless, prior thereto, the holders
of shares of Common Stock shall have received an amount per
share (the "Common Adjustment") equal to the quotient
obtained by dividing (i) the Series A Liquidation Preference
by (ii) 100 (as appropriately adjusted as set forth in
subparagraph (C) below to reflect such events as stock
splits, stock dividends and recapitalizations with respect
to the Common Stock) (such number in clause (ii), the
"Adjustment Number").  Following the payment of the full
amount of the Series A Liquidation Preference and the Common
Adjustment in respect of all outstanding shares of Series A
Preferred Stock and Common Stock, respectively, and the
payment of liquidation preferences of all other shares of
capital stock which rank prior to or on a parity with Series
A Preferred Stock, holders of Series A Preferred Stock and
holders of shares of Common Stock shall receive their
ratable and proportionate share of the remaining assets to
be distributed in the ratio of the Adjustment Number to 1
with respect to such Preferred Stock and Common Stock, on a
per share basis, respectively.

          (B)  In the event, however, that there are not
sufficient assets available to permit payment in full of the
Series A Liquidation Preference and the liquidation
preferences of all other series of Preferred Stock, if any,
which rank on a parity with the Series A Preferred Stock,
then such remaining assets shall be distributed ratably to
the holders of such parity shares in proportion to their
respective liquidation preferences.  In the event, however,
that there are not sufficient assets available to permit
payment in full of the Common Adjustment, then such
remaining assets shall be distributed ratably to the holders
of Common Stock.

          (C)  In the event the Corporation shall at any
time after the Rights Declaration Date (i) declare any
dividend on Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding Common Stock, or (iii)combine the

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outstanding Common Stock into a smaller number
of shares, then in each such case the Adjustment Number in
effect immediately prior to such event shall be adjusted by
multiplying such Adjustment Number by a fraction the
numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator
of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

          Section 7.  Consolidation, Merger, etc.

          In case the Corporation shall enter into any
consolidation, merger, combination or other transaction in
which the shares of Common Stock are exchanged for or
changed into other stock or securities, cash and/or any
other property, then in any such case the shares of Series A
Preferred Stock shall at the same time be similarly
exchanged or changed into an amount per share (subject to
the provision for adjustment hereinafter set forth) equal to
100 times the aggregate amount of capital stock, securities,
cash and/or any other property (payable in kind), as the
case may be, for which or into which each share of Common
Stock is exchanged or changed.  In the event the Corporation
shall at any time after the Rights Declaration Date (i)
declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock,
or (iii) combine the outstanding Common Stock into a smaller
number of shares, then in each such case the amount set
forth in the preceding sentence with respect to the exchange
or change of shares of Series A Preferred Stock shall be
adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator
of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
          
          Section 8.  No Redemption.

          The shares of Series A Preferred Stock shall not
be redeemable.

          Section 9.  Ranking.

          The Series A Preferred Stock shall rank junior to
all other series of the Corporation's Preferred Stock as to
the payment of dividends and the distribution of assets,
whether or not upon the dissolution, liquidation or winding
up of the Corporation, unless the terms of any such series
shall provide otherwise.

          Section 10.  Amendment.

          This Restated Certificate of Incorporation shall
not be amended in any manner which would materially alter or
change the powers, preferences or special rights of the
Series A Preferred Stock so as to affect them adversely
without the affirmative vote of the holders of a majority of
the outstanding shares of Series A Preferred Stock, voting
separately as a class.
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          Section 11.  Fractional Shares.

          Series A Preferred Stock may be issued in
fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise
voting rights, receive dividends, participate in
distributions and to have the benefit of all other rights of
holders of Series A Preferred Stock.

     SIXTH:    Each share of Common Stock shall entitle the
holder thereof to one vote, in person, by proxy or by
written consent, at any and all meetings of the stockholders
of the Corporation on all propositions before such meetings.

     SEVENTH:  Subject to the rights of the holders of
Preferred Stock, if any, the holders of Common Stock shall
be entitled to dividends when and as the same shall be
declared by the Board of Directors of the Corporation and as
may be permitted by law.

     EIGHTH:   In the event of any liquidation, dissolution
or winding up of the Corporation, whether voluntary or
involuntary (sometimes referred to herein as liquidation),
after payment or provision for payment of the debts and
other liabilities of the Corporation and the preferential
amounts to which the holders of any outstanding Preferred
Stock now or hereafter authorized shall be entitled upon
liquidation, the holders of Common Stock shall be entitled
to share ratably in the remaining assets of the Corporation.

     NINTH:    In furtherance and not in limitation of the
powers conferred by statute, the Board of Directors is
expressly authorized to make, alter or repeal the By-Laws of
the Corporation, subject to any specific limitation on such
power provided by any By-Laws adopted by the stockholders.

     TENTH:    Elections of directors need not be by written
ballot unless the By-Laws of the Corporation so provide.

     ELEVENTH: The Corporation is to have perpetual
existence.

     TWELVTH:  The Corporation reserves the right to amend,
alter, change or repeal any provision contained in this
Restated Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred
upon the stockholders herein are granted subject to this
reservation.

     THIRTEENTH:  A.  A director of the Corporation shall
not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derived an improper
personal benefit.  If the General Corporation Law of the
State of Delaware is amended to authorize corporate action
further eliminating or limiting the personal liability of

                            -10-
<PAGE>

directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest
extent permitted by the General Corporation Law of the State
of Delaware, as so amended.  Any repeal or modification of
this Section A by the stockholders of the Corporation shall
not adversely affect any right or protection of a director
of the Corporation existing at the time of such repeal or
modification.

          B.  (1)   Each person who was or is made a party
or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she or a
person of whom he or she is the legal representative is or
was a director, officer or employee of the Corporation or is
or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while
serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the
fullest extent authorized by the General Corporation Law of
the State of Delaware as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to
provide broader indemnification rights than said law
permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided,
however, that except as provided in paragraph (2) of this
Section B with respect to proceedings seeking to enforce
rights to indemnification, the Corporation shall indemnify
any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only
if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation.  The right to
indemnification conferred in this Section B shall be a
contract right and shall include the right to be paid by the
Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition; provided,
however, that if the General Corporation Law of the State of
Delaware requires, the payment of such expenses incurred by
a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service
was or is rendered by such person while a director or
officer, including, without limitation, service to an
employee benefit plan) in advance of the final disposition
of a proceeding, shall be made only upon delivery to the
Corporation of an undertaking by or on behalf of such
director or officer, to repay all amounts so advanced if it
shall ultimately be determined that such director or officer
is not entitled to be indemnified under this Section B or
otherwise.

          (2)  If a claim under paragraph (1) of this
Section B is not paid in full by the Corporation within
thirty days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring
                          -11-
<PAGE>

suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the
claimant shall be entitled to be paid also the expense of
prosecuting such claim.  It shall be a defense to any such
action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any
is required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it
permissible under the General Corporation Law of the State
of Delaware for the Corporation to indemnify the claimant
for the amount claimed, but the burden of proving such
defense shall be on the Corporation.  Neither the failure of
the Corporation (including its Board of Directors,
independent legal counsel or stockholders) to have made a
determination prior to the commencement of such action that
indemnification of the claimant is proper in the
circumstances because he or she has met the applicable
standard of conduct set forth in the General Corporation Law
of the State of Delaware, nor an actual determination by the
Corporation (including its Board of Directors, independent
legal counsel or stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not
met the applicable standard of conduct.

          (3)  The right to indemnification and the payment
of expenses incurred in defending a proceeding in advance of
its final disposition conferred in this Section B shall not
be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the
Certificate of Incorporation, By-Law, agreement, vote of
stockholders or disinterested directors or otherwise.

          (4)  The Corporation may maintain insurance, at
its expense, to protect itself and any director, officer,
employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person
against such expense, liability or loss under the General
Corporation Law of the State of Delaware.

          (5)  The Corporation may, to the extent authorized
from time to time by the Board of Directors, grant rights to
indemnification, and rights to be paid by the Corporation
the expenses incurred in defending any proceeding in advance
of its final disposition, to any agent of the Corporation to
the fullest extent of the provisions of this Section B with
respect to the indemnification and advancement of expenses
of directors, officers and employees of the Corporation.

                          -12-

<PAGE>

          IN WITNESS WHEREOF, said TECHNOLOGY SOLUTIONS
COMPANY has caused this certificate to be signed by John T.
Kohler, its President and Chief Executive Officer, and
attested to by Paul R. Peterson, its Secretary and General
Counsel, this 16th day of December, 1998.


                         TECHNOLOGY SOLUTIONS COMPANY



                         By:       /s/ John T. Kohler
                                       John T. Kohler
                      esident and Chief Executive Officer


(Corporate Seal)

Attest:




/s/ Paul R. Peterson
Paul R. Peterson
Secretary and General Counsel


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