**EXHIBIT 10.4****EMPLOYMENT AGREEMENT**     Technology Solutions Company, a Delaware corporation doing business as TSC, and DavidBenjamin (“Employee”) enter into this Employment Agreement (“Agreement”) on March 15, 2006. ThisAgreement shall be effective on April 1, 2006.     In consideration of the agreements and covenants contained in this Agreement, TSC and Employeeagree as follows:     1. **Employment Duties:**TSC shall employ Employee as its President. Employee shall have thenormal responsibilities, duties and authority of the President of TSC and shall, at the directionof TSC’s management, participate in the administration and execution of TSC’s policies, businessaffairs and operations. TSC’s Board of Directors or management may, from time to time, expand orcontract such duties and responsibilities and may change Employee’s title or position. Employeeshall perform faithfully the duties assigned to him to the best of his ability and shall devote hisfull and undivided business time and attention to the transaction of TSC’s business.     2. **Term of Employment:**The term of employment (“Term of Employment”) covered by thisAgreement shall commence as of the Effective Date and continue until terminated, subject to theprovisions of paragraph 3 below.     3. **Termination:**(a) TSC may terminate Employee’s employment at any time for any reason or for no reason (an“Involuntary Termination”). If TSC elects an Involuntary Termination of Employee, TSC must: (i)continue Employee’s normal salary and health insurance benefits until the end of the 365 day periodfollowing the date of termination; (ii) pay Employee a lump sum of $150,000 on the 365thday following his termination; (iii) pay Employee a pro-rated portion of any bonus to which heotherwise would have been entitled pursuant to paragraph 6 of this Agreement on the date that suchbonus would have been paid but for Employee’s termination; and (iv) accelerate vesting ofEmployee’s initial 35,000 share inducement option grant, which will thereafter be exercisable forthe ninety day period following Employee’s termination. In addition, TSC may terminate Employee’semployment and this Agreement immediately without notice and with no salary and benefitcontinuation, no lump sum payment and no bonus if Employee engages in “Serious Misconduct.” Forpurposes of this Agreement, “Serious Misconduct” means embezzlement or misappropriation ofcorporate funds, other acts of dishonesty, significant activities materially harmful to TSC’sreputation, willful refusal to perform or substantial disregard of Employee’s assigned duties(including, but not limited to, refusal to travel or work the requested hours), or any significantviolation of any statutory or common law duty of loyalty to TSC.
 

 
(b) Employee may terminate his employment upon giving TSC 90 days prior written notice. Uponreceiving notice, TSC may waive its rights under this paragraph and make Employee’s terminationeffective immediately or anytime before the 90 day notice period ends. Except as expressly setforth to the contrary in this Agreement, if Employee terminates his employment with TSC, Employeewill receive no bonus, no lump sum payment, no option acceleration and no salary or benefitscontinuation.(c) If, following a Change of Control, Employee’s title, position, duties, salary or benefits arediminished and Employee resigns within 90 days after the diminishment becomes effective, or ifEmployee is ordered to relocate his residence for a period in excess of six months to any locationoutside of the Chicago metropolitan area and Employee declines and is terminated, Employee shall beentitled to receive (in lieu of any payments set forth in paragraph 3(a) of this Agreement orotherwise): (i) continuation of Employee’s base salary and health insurance benefits (at the timeof the Change in Control) for a one year period following acceptance of his resignation or histermination; (ii) a lump-sum payment of $150,000 payable within (5) days following the acceptanceof his resignation or his termination; and (iii) a bonus equal to his high end annual bonus setforth on Appendix A hereto payable within (5) days following the acceptance of his resignation orhis termination. Notwithstanding anything to the contrary in any of Employee’s stock optionagreements, Employee’s unvested shares at option shall vest automatically upon a Change of Control.[A Change of Control is defined as (i) the acquisition by any individual, entity or group, ofbeneficial ownership (within the meaning of Rule 13 d-3 promulgated under the Securities ExchangeAct of 1934) of 40% or more of the outstanding shares of common stock of TSC; (ii) the approval ofthe stockholders of TSC of a merger, where immediately after the merger, persons who were theholders of a majority of TSC’s outstanding common stock immediately prior to the merger fail to ownat least a majority of the outstanding common stock of the surviving entity in substantially thesame proportions as their holdings of TSC common stock immediately prior to the merger; or (iii)the sale of substantially all of the assets of TSC other than to a corporation in which more than60% of the outstanding shares are beneficially owned by the individuals and entities who are thebeneficial owners of the Company stock prior to the acquisition.     4. **Non-Succession.**Employee may voluntarily terminate his employment with TSC (but have thetermination treated for all purposes hereunder as an Involuntary Termination) during the thirty(30) day period commencing on the earliest of: (i) June 1, 2007; (ii) the date of the appointmentby TSC of a permanent (non-interim) Chief Executive Officer who is not Carl Dill or David Benjamin;and (iii), the date of the appointment by TSC of an interim Chief Executive Officer who is not amember of TSC’s Board of Directors. This option shall expire at the conclusion of this thirty (30)day period. Notwithstanding anything else contained in this Agreement, this Section 4 shall benull and void and of no force and effect if Employee is offered the position of Chief ExecutiveOfficer of Employer on or prior to June 1, 2007 (whether or not Employee ultimately accepts orrejects such offer).
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     5. **Salary:**As compensation for his services, TSC shall pay Employee a base salary in theamount listed in Exhibit A to this Agreement. Employee’s base salary shall be subject to annualreview and may, at the discretion of TSC’s management, be adjusted upward or downward from thatlisted in Exhibit A according to Employee’s responsibilities, capabilities and performance duringthe preceding year.     6. **Bonuses:**TSC may elect to pay Employee annual bonuses. Payment of such bonuses, if any,shall be at the sole discretion of TSC. Notewithstanding the aforementioned, Employee shall bepaid a one time hire on bonus of $14,600.00 upon commencement of his employment with TSC.     7. **Employee Benefits; Stock Options:**During the Term of Employment, Employee shall beentitled to participate in such employee benefit plans, and shall receive all other fringe benefitsas TSC may make available generally to its senior executives. On or about the Effective date,Employee will be granted an inducement option to purchase 35,000 shares of TSC common stock with astrike price equal to TSC’s share price on the date of grant and subject to such terms andconditions as are normally imposed on TSC’senior executives receiving stock options.     8. **Business Expenses:**TSC shall reimburse Employee for all reasonable and necessarybusiness expenses incurred by Employee in performing his duties. Employee shall provide TSC withsupporting documentation sufficient to satisfy reporting requirements of the Internal RevenueService and TSC. TSC’s determination as to reasonableness and necessary shall be final.     9. **Noncompetition and Nondisclosure:**Employee acknowledges that the successful developmentand marketing of TSC’s professional services and products require substantial time and expense.Such efforts generate for TSC valuable and proprietary information (“Confidential Information”)which gives TSC a business advantage over others who do not have such information. ConfidentialInformation of TSC and its clients and prospects includes, but is not limited to, the following:business strategies and plans; proposals; deliverables; prospects and customer lists;methodologies; training materials; and computer software. Employee acknowledges that during theTerm of Employment, he will obtain knowledge of such Confidential Information. Accordingly,Employee agrees to undertake the following obligations which he acknowledges to be reasonablydesigned to protect TSC’s legitimate business interests without unnecessarily or unreasonablyrestricting Employee’s post-employment opportunities:     (a) Upon termination of the Term of Employment for any reason, Employee shall return all TSCproperty, including but not limited to computer programs, files, notes, records, charts, or otherdocuments or things containing in whole or in part any of TSC’s Confidential Information;     (b) During the Term of Employment and subsequent to termination, Employee agrees to treat allsuch Confidential Information as confidential and to take all necessary
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precautions againstdisclosure of such information to third parties during and afterEmployee’s employment with TSC. Employee shall refrain from using or disclosing to any person,without the prior written approval of TSC’s Chief Executive Officer any ConfidentialInformation unless at that time the information has become generally and lawfully known toTSC’s competitors;     (c) Without limiting the obligations of paragraph 9(b), Employee shall not, for a period oftwo years following the termination of his employment for any reason, for himself or as an agent,partner or employee of any person, firm or corporation, engage in the practice of consulting orrelated services for or on behalf of or for the benefit of any client of TSC (including clientsacquired from Charter Consulting) or for any entity for whom Employee performed services on behalfof TSC (including entities acquired from Charter Consulting), or for any entity to whom Employeesubmitted, or assisted in the submission of a proposal on behalf of TSC;     (d) During the two year period immediately following the termination of Employee’semployment for any reason, Employee shall not directly or indirectly hire, employ, subcontract,solicit, induce or assist any current TSC employee or contractor or any former TSC employee orcontractor (if the former employee or contractor was employed by TSC during any of the same timeperiod as Employee) away from TSC or from the faithful discharge of such party’scontractual and fiduciary obligations to serve TSC’s interests with undivided loyalty.For purposes of this paragraph 9(d), TSC employees and contractors include, without limitation,former employees of Charter Consulting who were hired by TSC;     (e) During the six-month period immediately following the termination of Employee’semployment for any reason, Employee shall not engage in the practice of consulting or relatedservices through his own business or sole proprietorship or as a partner, part owner, shareholder,executive officer or similar control person in a consulting business. The foregoing shall notprevent Employee from taking employment at or becoming a partner or shareholder in an establishedconsulting business (a consulting business in operation at least one year and with 50 or moreemployees) so long as Employee abides by all other provisions of this Agreement.     (f) For the one year period following his termination of employment for any reason, Employeeshall keep TSC currently advised in writing of the name and address of each business organizationfor which he acts as agent, partner, representative or employee.     10. **Remedies:**Employee recognizes and agrees that a breach of any or all of the provisionsof paragraph 9 will constitute immediate and irreparable harm to TSC’s business advantage,including but not limited to TSC’s valuable business relations, for which damages cannot be readilycalculated and for which damages are an inadequate remedy. Accordingly, Employee acknowledges thatTSC shall therefore be entitled to an order enjoining any further breaches by the Employee.
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     11. **Intellectual Property:**During the Term of Employment, Employee shall disclose to TSCall ideas, inventions and business plans which he develops during thecourse of his employment with TSC which relate directly or indirectly to TSC’s business, includingbut not limited to any computer programs, processes, products or procedures which may, uponapplication, be protected by patent or copyright. Employee agrees that any such ideas, inventionsor business plans shall be the property of TSC and that Employee shall at TSC’s request and cost,provide TSC with such assurances as is necessary to secure a patent or copyright.     12. **Assignment:**Employee acknowledges that the services to be rendered pursuant to thisAgreement are unique and personal. Accordingly, Employee may not assign any of his rights ordelegate any of his duties or obligations under this Agreement. TSC may assign its rights, dutiesor obligations under this Agreement to a subsidiary or affiliated company of TSC or purchaser ortransferee of a majority of TSC’s outstanding capital stock or a purchaser of all, or substantiallyall, of the assets of TSC.     13. **Notices:**All notices shall be in writing, except for notice of termination ofemployment, which may be oral if confirmed in writing within 14 days. Notices intended for TSCshall be sent by registered or certified mail addressed to it at 205 North Michigan Avenue, 15thFloor, Chicago, Illinois 60601 or its current principal office, and notices intended for Employeeshall be either delivered personally to him or sent by registered or certified mail addressed tohis last known address.     14. **Entire Agreement:**This Agreement and Exhibit A attached hereto constitute the entireagreement between TSC and Employee. Neither Employee nor TSC may modify this Agreement by oralagreements, promises or representations. The parties may modify this Agreement only by a writteninstrument signed by the parties.     15. **Applicable Law:**This Agreement shall be governed by and construed in accordance withthe laws of the State of Illinois.     16. **Binding Arbitration:**Employee and TSC agree that all claims or disputes relating to hisemployment with TSC or the termination of such employment, and any and all other claims thatEmployee might have against TSC, any TSC director, officer, employee, agent, or representative, andany and all claims or disputes that TSC might have against Employee (except for any claims underParagraph 9 of this Agreement) shall be resolved under the Expedited Commercial Rules of theAmerican Arbitration Association. If either party pursues a claim and such claim results in anArbitrator’s decision, both parties agree to accept such decision as final and binding. TSC andEmployee agree that any litigation under Paragraph 9 of this Agreement shall be brought in theCircuit Court for Cook County, Illinois.     17. **Severability:**Whenever possible, each provision of this Agreement will be interpretedin such manner as to be effective and valid under applicable law, but if any provision of thisAgreement is held to be prohibited by or invalid under applicable law, such provision will beineffective only to the extent of such prohibition or invalidity,
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without invalidating theremainder of such provision or the remaining provisions of this Agreement.     18. Employee acknowledges that he has read, understood and accepts the provisions of thisAgreement.       Technology Solutions Company   David Benjamin       By: /s/ CARL DILL   /s/ DAVID BENJAMIN         Position: CEO      Date: March 15, 2006   Date: March 15, 2006
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**EXHIBIT A**   EMPLOYEE: David Benjamin   POSITION: President   BASE SALARY: $350,000   BONUS: Any bonus paid to Employee pursuant to paragraph 6 of the Employment Agreement, will rangebetween a minimum of 50% of base salary at the low end and 100% of base salary at the high end.   EFFECTIVE DATE: April 1, 2006           /s/ DAVID BENJAMIN                    Date March 15, 2006                         /s/ CARL DILL         Technology Solutions Company             Date March 15, 2006              
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