Exhibit 10.2

                              AGREEMENT AND RELEASE


           TCI Solutions, Inc. (the "Company") and David Auerbach ("Auerbach")
hereby enter into the following agreement (the "Agreement") with the
effective date (the "Effective Date") the date of the last party signature
below:

    1.     Effective as of June 30, 2002 , Auerbach hereby resigns as the
Company's Chief Operating Officer and Executive Vice President, but will remain
as an employee of the Company through June 30, 2003 (the "Termination Date").

    2.     Auerbach represents that he is signing this Agreement voluntarily and
with a full understanding of its terms.

    3.            Although Auerbach will no longer serve as an executive officer
of the Company, he will continue to serve as an employee of the Company up to
the Termination Date by providing advisory services from time to time as may be
requested by the Company and agreed to by Auerbach. As an employee, Auerbach
will not have any authority to bind the Company or represent the Company in any
capacity.

    4.            In consideration of the mutual promises and provisions of this
Agreement and in return for Auerbach's services, the Company shall provide
Auerbach with the following compensation and benefits, which shall continue,
unless otherwise provided in this Section 4, until the Termination Date.

           a.     Continued payment of Auerbach's month base salary in effect
immediately prior to his resignation, less legally required deductions, on
regular TCI paydays. The monthly base salary is $14,166.67.

           b.     Continued coverage under the Company's group health insurance
plan (defined as medical, prescription, dental and eye care) and eligibility
under the Company's Section 125 cafeteria plan, as provided to all TCI
employees. Following the Termination Date, Auerbach may elect to continue his
group health benefits at his own expense under COBRA.

           c.     Continued participation in the Company's 401(k) plan as
provided to all TCI employees.

           d.     Continued coverage at the Company's expense under its
Long-Term Disability Plan as provided to all TCI employees.

           e.     Continued coverage through the 2002-2003 policy period of
Auerbach's $500,000 life insurance policy, after which the policy and the
responsibility for payment of the premiums will be transferred to Auerbach.


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           f.     A lump sum payment payable upon June 30, 2002 equal to five
(5) weeks of accrued vacation, after which Auerbach's accrued vacation balance
shall be reduced to zero. Auerbach shall not accrue any further vacation time
after June 30, 2002.

           g.     The parties acknowledge that Auerbach's options to purchase
310,800 shares of common stock of the Company (the "Cancelled Options") have
been cancelled pursuant to the Company's Offer to Exchange dated November 12,
2001 (the "Exchange Program") and that such Cancelled Options will be reissued
in accordance with the terms and subject to the conditions of the Exchange
Program. Reissued options shall be issued to David A. Auerbach and Betti E.
Auerbach as trustees of the Auerbach Family Trust. The parties further
acknowledge that the Cancelled Options when reissued, together with all other
options to purchase shares of common stock of the Company currently held by
Auerbach, shall continue to vest throughout the duration of this agreement and
that all options held by and reissued to Auerbach will vest in their entirety by
June 30, 2003 and shall continue to be exercisable for ten years from the date
of issuance of the reissued options. Additionally, these options will vest even
in the event where the continued payment of Auerbach's monthly salary is
terminated in connection with new position that is determined to be competitive
to TCI. In other words, Auerbach's right to and ownership of the options held by
Auerbach and reissued in connection with the Exchange Program is guaranteed and
there is no circumstance where these options will not vest in their entirety on
June 30, 2002.

           h.     The Dell laptop PC and cell phone currently used by Auerbach
will be sold to Auerbach for $1,199 in cash, payable on June 30, 2002. Auerbach
will provide TCI with a disk containing any and all data and information
pertaining to TCI's business which is contained on the PC. Auerbach will delete
from the PC any such data and information to the extent that it is confidential
or proprietary information to TCI.

           i.     Auerbach shall be provided with a written letter of reference
from the Company's Chief Executive Officer, Lance Jacobs. The Company, upon
request, shall also provide oral recommendations consistent with the letter.

           j.     The Company shall not oppose any application for unemployment
benefits after June 30, 2003.

           Auerbach agrees that he is not entitled to receive, and will not
claim, any right, benefit, or compensation other than what is expressly set
forth in this Section 4, and hereby expressly waives any claim to any
compensation, benefit, or payment which is not expressly referenced in this
Section 4.

           In the event Auerbach breaches Sections 5 or 6 of this Agreement
and fails to cure such breach to the Company's satisfaction within ten  (10)
days after receiving written notice by the Company, in addition to any other
legal or equitable remedies the Company may have, the Company may elect to
cease payment of the compensation


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provided in Paragraph 4.a hereof. TCI may not cease payment of the compensation
provided in Paragraph 4.a above under any other circumstances not specified in
the preceding sentence. Nothing in this Agreement shall prohibit Auerbach from
becoming an employee of, a consultant for, or an investor in any other business
prior to the Termination Date; provided, however, that TCI may cease payment of
the compensation under Paragraph 4.a if TCI determines that the business is one
"competing" with TCI in accordance with Paragraph 6 below.

    5.            Auerbach agrees that he will not at any time prior to the
Termination Date, directly or indirectly, as owner, partner, joint venture,
stockholder, employee, broker, agent, principal, trustee, corporate officer,
director, licensor or in any capacity whatsoever, engage or become financially
interested in, be employed by, or have any connection with, any business
competing with TCI or any of its subsidiaries, in any geographic area where the
business of TCI or any of its subsidiaries is being or had been conducted in any
manner whatsoever; provided, however, that Auerbach may own any securities of
any public corporation which is engaged in such business but in an amount not to
exceed at any one time one percent of any class of stock or securities of such
company. Solely for the purpose of avoiding a dispute, and not for the purpose
or intention of waiving any rights the Company may have in enforcing this
provision, Auerbach may provide the Company from time to time with a list of
businesses for the purpose of determining whether such business is a "business
competing" with TCI or its subsidiaries. TCI shall respond to Auerbach in
writing within thirty (30) days of its receipt of the list stating whether each
such business is or is not such a "business competing". TCI shall make its
determination reasonably and fairly, taking into account business realities. If
Auerbach becomes connected in any way with a business which TCI has stated was
not a "business competing," TCI may not cease payments provided under Paragraph
4.a above.

           Except in furtherance of his duties to TCI, Auerbach further agrees
that, he will not, at any time prior to the Termination Date, directly or
indirectly participate in any effort to develop, manufacture or market
products or services that compete with TCI's products or services (including
products or services that TCI can demonstrate it intends to develop or are
under development).

           In addition to the foregoing, Auerbach will not, at any time prior
to the Termination Date, cause, directly or indirectly, (1) any employee,
consultant or independent contractor of the Company, or (2) any customer,
potential customer, or partner of the Company, to sever or modify their
relationship with the Company in any respect.

    6.            By the Effective Date, Auerbach will return to the Company all
files, records, credit cards, keys, equipment, and any other property or
document maintained by him for the Company's use or benefit.


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    7.     In exchange for material portions of the additional pay and benefits
provided in Section 4 and in accordance with the Older Workers Benefit
Protection Act, Auerbach hereby knowingly and voluntarily waives and releases
all rights and claims, known and unknown, arising under the Age Discrimination
in Employment Act of 1967 ("ADEA"), as amended, which he might otherwise have
had against the Company or its related entities, owners, officers, directors or
managers regarding any aspect of his employment or termination from employment
from the Company.

           Auerbach is hereby advised (a) to consult with an attorney prior to
signing this Agreement and (b) that he has 21 days in which to consider and
accept this Agreement by signing and returning this Agreement to the
Company.  In addition, Auerbach has a period of seven (7) days following his
execution of this Agreement in which he may revoke the Agreement.  If
Auerbach does not advise the Company (by a writing received by Stephen
DeSantis within such seven day period) of his intent to revoke the Agreement,
Auerbach has waived his right to revoke the Agreement and it will become
effective and enforceable upon the execution of the Agreement by the Company.

    8.     Auerbach does hereby, for himself and his heirs, successors and
assigns, release, acquit and forever discharge the Company, and its owners,
officers, directors, managers, representatives, related entities, successors,
and assigns, of and from any and all claims (civil, administrative, workers'
compensation or criminal), actions, charges, complaints, causes of action,
rights, demands, debts, damages, or accountings of whatever nature, known or
unknown, which he or his heirs may have against such persons or entities based
on any actions or events which occurred prior to the Effective Date, including
but not limited to those related to, or arising from, Auerbach's employment,
benefits, and separation from the Company, including any and all claims under
state or federal employment laws and regulations. The Company does hereby, for
itself, its successors and assigns, release, acquit and forever discharge
Auerbach, and his heirs, successors and assigns, of and from any and all claims
(civil, administrative, workers' compensation or criminal), actions, charges,
complaints, causes of action, rights, demands, debts, damages, or accountings of
whatever nature, known or unknown, which the Company may have against Auerbach
based on any actions or events which occurred prior to the Effective Date.

    9.     It is further understood and agreed that as a condition of this
settlement, all rights under Section 1542 of the Civil Code of the State of
California are expressly waived by Auerbach and the Company.  Such Section
reads as follows:

           "A General Release does not extend to claims which a creditor does
           not know or suspect to exist in his favor at the time of executing
           the Release, which if known by him must have materially affected
           his settlement with the debtor."


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           Notwithstanding the provision of Section 1542, and for the purpose
of implementing a full and complete release and discharge of the other,
Auerbach and the Company expressly acknowledge that this Agreement and
General Release is intended to include and does include in its effect,
without limitation, all claims which they do not know or suspect to exist in
their favor against eachother or eachother's agents, successors, and assigns,
on the effective date hereof, and that this settlement agreed upon expressly
contemplates the extinguishment of all such claims.

   10.     This Agreement contains all of the terms, promises, representations,
and understandings made between the parties and supersedes any previous
representations, understandings, or agreements between them. The parties agree
that the Employment Agreement dated September 1, 1998 between Auerbach and the
Company is hereby terminated and of no further force or effect and that all of
the benefits and rights either party may have been entitled to under such
agreement have been replaced by the benefits and rights provided under this
Agreement. Any modifications or changes to this Agreement must be in a writing
signed by both parties.

   11.     Auerbach and the Company understand that they are waiving legal
rights by signing this Agreement, and that each has consulted with an attorney
and/or other persons to the full extent each of them wanted before signing this
Agreement.

   12.     Any dispute regarding the validity or terms of this Agreement or any
aspects of Auerbach's employment, including but not limited to any claim
under federal or state law prohibiting discrimination and harassment, and any
other disputes between these parties shall be resolved by a judicial
arbitrator selected in accordance with the procedures of the American
Arbitration Association in Orange County, California, as the exclusive remedy
for any such dispute.  The arbitration shall be governed by the American
Arbitration Association's National Rules for Resolution of Employment
Disputes.  The prevailing party shall recover its reasonable attorneys' fees
and costs.

   13.     This Agreement shall be governed by and construed in accordance with
the laws of the State of California.

   14.     The provisions of this Agreement are severable, and if any part of it
is found to be unenforceable, the other provisions shall remain fully valid and
enforceable. This Agreement shall survive the termination of any arrangements
contained herein.


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TCI SOLUTIONS, INC.                         DAVID A. AUERBACH


By:  /s/ Stephen DeSantis                     /s/ David A. Auerbach
    ----------------------------            ----------------------------
     Stephen DeSantis, Chief Financial
     Officer                                David A. Auerbach

Date Signed: June 24, 2002                  Date Signed:    June 24, 2002



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             Amendment to Agreement and Release dated June 24, 2002
             ------------------------------------------------------

                between TCI Solutions Inc. and David A. Auerbach
                ------------------------------------------------



           The following is Amendment One (1) to this agreement as provided in
Section 10. The amendment replaces Section 4.g.



      4.g.      The parties acknowledge that Auerbach's options to purchase
310,800 shares of common stock of the Company (the "Cancelled Options") have
been cancelled pursuant to the Company's Offer to Exchange dated November 12,
2001 (the "Exchange Program") and that such Cancelled Options will be
reissued in accordance with the terms and subject to the conditions of the
Exchange Program.  Reissued options shall be issued to David A. Auerbach and
Betti E. Auerbach as trustees of the Auerbach Family Trust. The parties
further acknowledge that the Cancelled Options when reissued, together with
all other options to purchase shares of common stock of the Company currently
held by Auerbach, shall continue to vest throughout the duration of this
agreement and that all options held by and reissued to Auerbach will vest in
their entirety by June 30, 2003 and shall continue to be exercisable for ten
years from the date of reissuance or June 28, 2002.   Auerbach's right to and
ownership of the options held by Auerbach and reissued in connection with the
Exchange Program is unconditionally guaranteed and there is no circumstance
where these options will not vest in their entirety by June 30, 2003.

                (1). The Exchange Program to purchase 310,800 options by
      Auerbach has been granted and the options reissued as of June 28, 2002.

                (2). The options granted Auerbach on 10/1/94 and 6/21/95 are
      fully vested and they shall be exercisable for ten years from the date
      of issuance.



TCI SOLUTIONS, INC.                          DAVID A. AUERBACH


By /s/ Stephen DeSantis                      By: /s/ David A. Auerbach
   --------------------                          ---------------------

   Stephen DeSantis,                             David A. Auerbach

   Chief Financial Officer

   Date Signed: September 26, 2002               Date Signed: September 26, 2002


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