EMPLOYMENT AGREEMENT


      This EMPLOYMENT  AGREEMENT (the  "Agreement") is entered into effective as
of May 27, 2004, by and between TCI Solutions, Inc. (the "Company") and David R.
Butler  (the  "Executive").  The  Company  and  the  Executive  are  hereinafter
collectively  referred to as the "Parties",  and  individually  referred to as a
"Party."  Notwithstanding  the  foregoing,   this  Agreement  shall  not  become
effective  until  approved by the Company's  Board of Directors (the "Board") if
such approval is not obtained prior to the Effective Date.

                                    RECITALS

A. The Company desires to retain the Executive's experience,  skills, abilities,
background  and knowledge and is willing to engage the  Executive's  services on
the terms and conditions set forth in this Agreement.

B. The  Executive  desires to be in the employ of the  Company and is willing to
accept such employment on the terms and conditions set forth in this Agreement.

                                    AGREEMENT

      In  consideration  of the foregoing  Recitals and the mutual  promises and
covenants herein contained,  and for other good and valuable consideration,  the
Parties, intending to be legally bound, agree as follows:

      1. EMPLOYMENT.

            1.1  Title.  The  Executive  shall  serve  as  the  Company's  Chief
Executive  Officer and shall serve in such other  capacities  as the Company may
from time to time  prescribe.  The Executive  shall serve on, and report to, the
Board.  The Company will continue to support the  Executive's  membership on the
Board at all times while he serves as the Company's Chief Executive Officer.

            1.2 Duties.  The  Executive  shall  perform all services and actions
necessary  or  advisable  to conduct  the  business of the Company and which are
normally  associated  with the position(s)  the Executive  holds.  The Executive
shall begin  employment  under this  Agreement  on July 1, 2004 (the  "Effective
Date").

            1.3  Location.  The Executive  shall  perform the services  required
pursuant  to  this  Agreement  at  the  Company's  offices  located  in  Irvine,
California;  provided,  however,  that the Company may require the  Executive to
travel temporarily to other locations in connection with the Company's business.



                                       1.
<PAGE>



      2. LOYAL AND CONSCIENTIOUS PERFORMANCE; NONCOMPETITION.

            2.1 Loyalty. During the Executive's employment with the Company, the
Executive  shall  devote  the  Executive's  full  business  energies,  interest,
abilities and  productive  time to the proper and efficient  performance  of the
Executive's duties under this Agreement.

            2.2 Covenant not to Compete.  Except with the prior written  consent
of the Board,  the  Executive  shall not,  during  any period the  Executive  is
receiving  compensation or any other consideration from the Company,  including,
but not limited to severance pay, engage in competition  with the Company and/or
any of its Affiliates (as defined below), either directly or indirectly,  in any
manner or capacity, as adviser, principal, agent, affiliate,  promoter, partner,
officer, director, employee, stockholder, owner, co-owner, consultant, or member
of any  association  or otherwise,  in any phase of the business of  developing,
manufacturing  and  marketing of products or services  which are in the field of
merchandising,   pricing  and  inventory  management  software  for  the  retail
industry. For purposes of this Agreement, "Affiliate" means, with respect to any
specific entity, any other entity that,  directly or indirectly,  through one or
more intermediaries,  controls, is controlled by or is under common control with
such specified entity.

            2.3 Agreement not to  Participate in Company's  Competitors.  Except
with the prior written consent of the Board, the Executive shall not, during any
period the Executive is receiving  compensation or any other  consideration from
the Company,  including, but not limited to severance pay, assume or participate
in,  directly or  indirectly,  any  investment or equity  interest  known by the
Executive  to be  adverse  or  antagonistic  to the  Company,  its  business  or
prospects,  financial or otherwise, or in any company, person or entity that is,
directly or indirectly,  in competition  with the business of the Company or any
of its Affiliates.  Ownership by the Executive, as a passive investment, of less
than  one  percent  (1%) of the  outstanding  shares  of  capital  stock  of any
corporation  with one or more classes of its capital  stock listed on a national
securities  exchange or  publicly  traded on the Nasdaq  Stock  Market or in the
over-the-counter market shall not constitute a breach of this paragraph.

      3. COMPENSATION OF THE EXECUTIVE.

            3.1 Base Salary.  The Company  shall pay the Executive a base salary
of three  hundred  thousand  dollars  ($300,000)  per year,  payable  in regular
periodic  payments in accordance with Company policy.  Such base salary shall be
prorated for any partial  year of  employment  on the basis of a 365-day  fiscal
year.

            3.2 Bonus. In addition to the Executive's base salary, the Executive
shall be  eligible  to receive a target  annual  bonus of one  hundred  thousand
dollars ($100,000) (the "Bonus").  For the 2004 fiscal year, fifty percent (50%)
of the Bonus shall be guaranteed  (subject to  pro-ration as set forth  herein),
and the  remainder  shall be payable  pursuant to the  Company's  Bonus Plan. In
future  years,  all of such bonuses  shall be payable  pursuant to the Company's
Bonus Plan.  In the event that the  Executive's  employment is terminated by the
Company  for any reason  other  than Cause (as  defined  below),  the  Executive
resigns for any reason or the Executive's  employment  terminates as a result of
death or Complete Disability (as



                                       2.
<PAGE>



defined  below),  the Executive shall be entitled to receive the amount of Bonus
(or any future  annual  target  bonus) equal to the product of (a) the amount of
the Bonus (or any future  annual  target  bonus) that the  Executive  would have
earned  during the  calendar  year  pursuant  to the Bonus Plan  (including  the
guaranteed  portion of the Bonus in 2004)  multiplied by (b) the quotient of (i)
the number of calendar  days the  Executive  had been employed by the Company in
that  calendar  year,  including any days on which the Executive was on leave or
vacation  pursuant to the Company's  standard policies (except in 2004, in which
it shall be the  number of days  elapsed  since the  beginning  of the  calendar
year), divided by (ii) 365. For purposes of awarding any pro-rata bonus payment,
the Board shall make a good faith determination regarding the achievement of any
applicable  objectives under the Bonus Plan within a reasonable period following
the termination of the Executive's employment.  The good faith determinations of
the Board with  respect  to the  payment  of the  non-guaranteed  portion of the
Executive's  Bonus  (or any  future  bonus)  shall be  final  and  binding.  The
Compensation  Committee of the Board (the  "Compensation  Committee") is free to
amend or revise the Company's Bonus Plan at any time,  provided,  however,  that
nothing in this Section shall be deemed to waive, amend or modify the provisions
of  Sections  3.6,  4.4.2 or 4.4.3  with  regard  to  compensation  owing to the
Executive under such specified situations or to amend the definitions in Section
4.5.2 and 4.5.3.

            3.3 Changes to Compensation.  The Executive's  compensation shall be
reviewed in  accordance  with all other senior  management on an annual basis by
the Compensation  Committee beginning on January 1, 2005 and may be changed from
time to time by the Board upon mutual  written  agreement  between the Executive
and the Chairman of the Compensation Committee,  provided, however, that nothing
in this  Section  shall be deemed to waive,  amend or modify the  provisions  of
Sections 3.6, 4.4.2 or 4.4.3 with regard to compensation  owing to the Executive
under such specified situations or to amend the definitions in Section 4.5.2 and
4.5.3.

            3.4 Employment  Taxes.  All of the Executive's  compensation (in any
form) shall be subject to all required  withholding taxes,  employment taxes and
other deductions required by law.

            3.5 Benefits. The Executive shall, in accordance with Company policy
and the terms of the applicable  plan  documents,  be eligible to participate in
benefits  (including,  but not limited to, health benefits for the Executive and
his family)  under any benefit plan or  arrangement  which may be in effect from
time to time and made  available to the Company's  employees.  In addition,  the
Executive  shall be eligible for paid  vacation  commensurate  with his position
under this  Agreement,  in accordance with Company policy as in effect from time
to time.  Within sixty (60) days following the Effective Date, the Company shall
provide the Executive with satisfactory information pertaining to his benefits.

            3.6  Option.  Subject to the  approval of the Board,  the  Executive
shall be granted an option (the "Option") to purchase the number of shares equal
to seven and one half percent  (7.5%) of the  Company's  fully  diluted  capital
stock as of the Effective  Date.  The exercise  price per share will be equal to
the fair  market  value per share on the date the  Option is  granted  or on the
Executive's  first day of  employment,  whichever  is later.  The Option will be
subject to the terms and  conditions  applicable  to options  granted  under the
Company's  Stock



                                       3.
<PAGE>



Option Plan (the  "Plan"),  as  described in the Plan and the  applicable  Stock
Option  Agreement.  The Executive  shall vest in the Option shares in accordance
with the standard vesting schedule under the Plan. The Executive shall generally
have ninety (90) days after  termination  of  employment  to exercise any vested
Option shares. In addition, if the Company is subject to a Change in Control (as
defined below) before the Executive's employment with the Company terminates and
within  twelve (12) months  following  such Change in Control the  Executive  is
terminated by the Company  without Cause (as defined  below) or resigns for Good
Reason (as defined below), then all of the remaining Option shares shall vest in
full upon the effective date of such separation.  Notwithstanding the foregoing,
if a successor or surviving  entity  following a Change in Control requests that
the Executive  remain  employed in the same or similar  position as set forth in
this  Agreement for a period of not more than twelve (12) months  following such
Change  in  Control,  then the  vesting  acceleration  set forth  herein  may be
conditioned  on  such  continued  employment;  provided,  however,  that  if the
Executive is terminated by the successor or surviving  entity  without Cause (as
defined  below) or resigns for Good Reason (as defined  below),  then all of the
remaining  Option  shares  shall  vest in full upon the  effective  date of such
separation.

      4. TERMINATION.

            4.1 Termination By the Company. The Executive's  employment with the
Company may be terminated under the following conditions:

                  4.1.1  Termination  for Death or Disability.  The  Executive's
employment  with the  Company  shall  terminate  effective  upon the date of the
Executive's death or Complete Disability (as defined below).

                  4.1.2  Termination  by the Company For Cause.  The Company may
terminate the Executive's  employment under this Agreement for Cause (as defined
below).  A notice of  termination  given  pursuant to this  Section  4.1.2 shall
effect  termination as of the date  specified,  or, in the event no such date is
specified, on the date upon which the notice is given.

                  4.1.3  Termination  by the Company  For Any Reason  Other Than
Cause. The Executive's employment by the Company shall be "at will". The Company
may terminate the Executive's  employment  under this Agreement at any time, for
any or no reason and with or without cause or advance  notice.  This is the full
and  complete  agreement  between  the  Executive  and the Company on this term.
Although the Executive's  duties,  title,  compensation and benefits may change,
the "at will" nature of the Executive's employment relationship with the Company
may only be modified in an express written agreement signed by the Executive and
the Chairman of the Compensation Committee.

            4.2 Termination by Mutual Agreement of the Parties.  The Executive's
employment  pursuant to this  Agreement  may be  terminated at any time upon the
mutual  written  agreement of the Parties.  Any such  termination  of employment
shall have the consequences specified in such writing.



                                       4.
<PAGE>



            4.3 Termination by the Executive.  The Executive's employment by the
Company  shall be "at  will".  The  Executive  shall have the right to resign or
terminate the Executive's employment at any time, with or without Good Reason.

            4.4 Compensation Upon Termination.

                  4.4.1 With Cause, Executive's resignation without Good Reason,
Death or Complete Disability. If the Executive's employment is terminated by the
Company for Cause,  the  Executive  resigns  employment  hereunder  without Good
Reason or the Executive's employment terminates as a result of death or Complete
Disability,  then the  Company  shall pay the  Executive's  base  salary and any
accrued and unused vacation benefits earned through the date of termination, and
the Company shall thereafter have no further  obligations to the Executive under
this Agreement except as set forth in Section 3.2 above.

                  4.4.2 Without Cause. If the Company terminates the Executive's
employment without Cause, then the Company shall pay the Executive's base salary
and accrued and unused vacation earned through the date of termination and shall
comply with the provisions of Section 3.2 above. In addition,  the Company shall
provide the Executive with the following severance benefits:

                        4.4.2.1   The   Company   shall   continue  to  pay  the
Executive's  base  salary  as in  effect  on the date of  termination  until the
earlier of (i) the end of the twelve (12) month period following the termination
of  employment or (ii) the date the Executive  commences  subsequent  employment
(the "Without Cause Severance Payments").  Such Without Cause Severance Payments
shall be subject to standard  deductions and withholdings and paid in accordance
with the Company's regular payroll policies and practices.

                        4.4.2.2  The  Executive  shall be given  vesting  credit
under the Option as if the Executive had remained  employed for a period of nine
(9) months following the date of his termination.

                        4.4.2.3  Assuming the  Executive  timely and  accurately
elects to continue his health insurance  benefits under COBRA, the Company shall
reimburse  him for his COBRA  expenses  until the earliest of (i) the end of the
period during which he is receiving Without Cause Severance  Payments,  (ii) the
expiration of the  Executive's  continuation  coverage  under COBRA or (iii) the
date he  becomes  covered  by the  health  insurance  benefits  of a  subsequent
employer.

                  4.4.3 With Good Reason.  If the Executive  resigns  employment
with Good Reason,  then the Company  shall pay the  Executive's  base salary and
accrued and unused  vacation  earned through the date of  termination  and shall
comply with the provisions of Section 3.2 above. In addition,  the Company shall
provide the Executive with the following severance benefits:

                        4.4.3.1   The   Company   shall   continue  to  pay  the
Executive's  base salary as in effect on the date of termination for a period of
six (6) months  following  the



                                       5.
<PAGE>



termination  of employment  (the "Good Reason  Severance  Payments").  Such Good
Reason  Severance   Payments  shall  be  subject  to  standard   deductions  and
withholdings and paid in accordance with the Company's  regular payroll policies
and practices.

                        4.4.3.2  Assuming the  Executive  timely and  accurately
elects to continue his health insurance  benefits under COBRA, the Company shall
reimburse  him for his COBRA  expenses  until the  earlier of (i) the end of the
period during which he is receiving  Good Reason  Severance  Payments,  (ii) the
expiration of the  Executive's  continuation  coverage  under COBRA or (iii) the
date he  becomes  covered  by the  health  insurance  benefits  of a  subsequent
employer.

                  4.4.4 Release and Consultation. Notwithstanding the foregoing,
the Executive shall receive no severance  benefits under Sections 4.4.2 or 4.4.3
unless the  Executive  resigns from the Board and  furnishes the Company with an
effective  waiver and release of claims (the  "Release") in a form acceptable to
the Company and  substantially as attached hereto as Exhibit A. At the time such
Release is  executed,  the Board  shall make a good  faith  determination  as to
whether it is in the best interests of the Company to make such Release  mutual.
If a majority of the Board  determines in good faith after the Executive has had
reasonable opportunity to present his position,  that the Executive has breached
any provision of his  Proprietary  Information  and Inventions  Agreement or any
material  provision  of this  Agreement  or the  Release,  the Company  shall be
excused from the  obligation to provide any remaining  severance  benefits under
Sections 4.4.2 or 4.4.3.  During any period the Executive is receiving severance
benefits under Sections 4.4.2 or 4.4.3,  the Executive  shall, for no additional
consideration,  consult with the Company on an occasional  basis as requested by
the Company, not to exceed twelve (12) hours per month.

            4.5 Definitions. For purposes of this Agreement, the following terms
shall have the following meanings:

                  4.5.1 Complete  Disability.  "Complete  Disability" shall mean
the  inability  of the  Executive to perform the  Executive's  duties under this
Agreement  because the  Executive  has become  permanently  disabled  within the
meaning of any policy of disability income insurance  covering  employees of the
Company  then in force.  In the event the  Company  has no policy of  disability
income insurance  covering  employees of the Company in force when the Executive
becomes disabled, the term "Complete Disability" shall mean the inability of the
Executive to perform the  Executive's  duties under this  Agreement by reason of
any incapacity,  physical or mental,  which the Board, based upon medical advice
or an  opinion  provided  by a  licensed  physician  acceptable  to  the  Board,
determines to have  incapacitated the Executive from  satisfactorily  performing
all of the  Executive's  usual services for the Company for a period of at least
one hundred  twenty (120) days during any twelve (12) month  period  (whether or
not consecutive).  Based upon such medical advice or opinion,  the determination
of the Board shall be final and binding and the date such  determination is made
shall be the date of such Complete Disability for purposes of this Agreement.



                                       6.
<PAGE>



                  4.5.2 Cause. "Cause" for the Company to terminate  Executive's
employment  hereunder shall mean the occurrence of one or more of the following,
as reasonably determined by the Board:

                  (i) the Executive's  gross  misconduct or commission of an act
that materially injures (or reasonably could materially injure) the Company;

                  (ii) the  Executive's  refusal  or  failure  to follow  lawful
directions of the Board;

                  (iii) the  Executive's  conviction of, or plea of guilty or no
contest to, any felony under the laws of the United States or any state thereof;
or

                  (iv) the Executive's  engaging or in any manner  participating
in any activity which violates any provision of Section 2 or Section 5 hereof or
the Executive's Proprietary Information and Inventions Agreement.

                  4.5.3  Good  Reason.   "Good  Reason"  for  the  Executive  to
terminate his employment  hereunder  shall mean the occurrence of one or more of
the following, without the Executive's express written consent and for which the
Executive  has given the Company  express  written  notice within six (6) months
following  such  occurrence:  (i) a  significant  reduction  in the  Executive's
duties,  position  or  responsibilities  relative  to the  duties,  position  or
responsibilities in effect immediately prior to such reduction,  which reduction
continues for a period of thirty (30) days  following  the Executive  giving the
Company  notice  of  such  significant  reduction;  provided,  however,  that  a
reduction in his duties,  position or  responsibilities  solely by virtue of the
Company being acquired and made part of a larger entity (as, for example,  when,
following a Change of Control,  he remains the head  executive  of a division or
subsidiary  of the acquirer  that  contains the  Company's  business)  shall not
constitute  Good Reason for the  Executive to terminate his  employment;  (ii) a
greater  than  10%  reduction  in  the  Executive's  Base  Salary  as in  effect
immediately  prior to such  reduction  or a greater  than 10%  reduction  in the
previously established target bonus as in effect for that year immediately prior
to such reduction; provided, however, that the contemplated one hundred thousand
dollar  ($100,000)  target bonus for 2005 pursuant to the  Company's  Bonus Plan
shall not be  considered  to be a  reduction  from the  Executive's  2004 target
bonus;  (iii) a  material  reduction  by the  Company  in the  kind or  level of
employee  benefits to which the Executive is entitled  immediately prior to such
reduction  with the result  that his  overall  benefits  package  is  materially
reduced or (iv) a relocation of the  Executive's  principal  workplace to a site
more than 40 miles from Orange County, California.

                  4.5.4  Change in Control.  "Change in Control"  shall mean the
occurrence  of any of the  following:  (i) any "person," as such term is used in
Sections  13(d) and 14(d) of the Securities and Exchange Act of 1934, as amended
from time to time, and any successor  statute (the  "Exchange  Act") (other than
the Company,  a subsidiary,  an Affiliate,  or a Company  employee benefit plan,
including  any  trustee  of such  plan  acting as  trustee)  is or  becomes  the
"beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act),  directly
or  indirectly,  of  securities of the Company  representing  50% or more of the
Company's then  outstanding  securities (on an as-converted and exercised basis)
other than by virtue of a merger,



                                       7.
<PAGE>



consolidation or similar transaction;  (ii) there is consummated a sale or other
disposition of all or  substantially  all of assets of the Company (other than a
sale to an entity where at least 50% of the combined  voting power of the voting
securities  of such  entity  are owned by the  stockholders  of the  Company  in
substantially the same proportions as their ownership of the Company immediately
prior to such sale);  or (iii) there is consummated a merger,  consolidation  or
similar  transaction   involving  (directly  or  indirectly)  the  Company  and,
immediately after the consummation of such transaction,  the stockholders of the
Company  immediately  prior to the  consummation of such transaction do not own,
directly or indirectly, outstanding voting securities representing more than 50%
of the  combined  outstanding  voting  power  of the  surviving  entity  in such
transaction  or more than 50% of the  combined  outstanding  voting power of the
parent  of  the  surviving  entity  in  such  transaction.  Notwithstanding  the
foregoing,  a Change in  Control  shall not be deemed to occur on account of the
acquisition of securities of the Company by an investor,  any Affiliate  thereof
or any other person or entity in a  transaction  or series of  transactions  the
primary purpose of which is to obtain financing for the Company.

            4.6 Parachute  Payments.  Anything in this Agreement to the contrary
notwithstanding,  if any payment or benefit the Executive would receive from the
Company pursuant to this Agreement or otherwise ("Payment") would (i) constitute
a "parachute payment" within the meaning of Section 280G of the Internal Revenue
Code of 1986,  as  amended  (the  "Code"),  and (ii) but for this  sentence,  be
subject  to the excise tax  imposed  by  Section  4999 of the Code (the  "Excise
Tax"),  then such  Payment  shall be equal to the Reduced  Amount.  The "Reduced
Amount" shall be either (1) the largest portion of the Payment that would result
in no portion of the Payment  being subject to the Excise Tax or (2) the Payment
or a portion  thereof  after  payment of the  applicable  Excise Tax,  whichever
amount  after  taking  into  account  all  applicable  federal,  state and local
employment taxes,  income taxes, and the Excise Tax (all computed at the highest
applicable marginal rate),  results in the Executive's  receipt, on an after-tax
basis,  of the  greatest  amount of the  Payment.  If a reduction in payments or
benefits  constituting  "parachute  payments"  is  necessary so that the Payment
equals the Reduced  Amount,  reduction  shall occur in the order of payments the
Executive  elects in writing,  provided,  however,  that such election  shall be
subject to Company approval if made on or after the date on which the event that
triggers the Payment occurs.  The Company's  principal  outside  accounting firm
will make all  determinations  hereunder  and shall  provide  its  calculations,
together  with  detailed  supporting  documentation,  to  the  Company  and  the
Executive  within  fifteen  (15)  calendar  days  after  the date on  which  the
Executive's  right to a Payment is triggered  (if  requested at that time by the
Company or  Executive)  or such other time as  requested  by the  Company or the
Executive.  If the accounting firm determines that no Excise Tax is payable with
respect to a Payment,  either  before or after the  application  of the  Reduced
Amount,  it  shall  furnish  the  Company  and the  Executive  with  an  opinion
reasonably  acceptable to the Executive  that no Excise Tax will be imposed with
respect  to such  Payment.  The  Company  shall  be  entitled  to rely  upon the
accounting  firm's  determinations,  which  shall be final  and  binding  on all
persons.

            4.7 Exclusive Remedy. The rights, remedies and payments set forth in
this Section 4 shall be the exclusive rights, remedies and payments available to
the Executive upon termination of this Agreement and the Executive's  employment
hereunder. Such rights remedies and payments shall supercede and replace any and
all rights and  remedies  under state or federal law. The Company may deduct any
amounts  the  Executive  owes  the  Company  at  the  time  of  the



                                       8.
<PAGE>



Executive's  termination of employment from any Without Cause Severance Payments
or Good Reason Severance Payments.

            4.8 Survival of Certain Sections.  Sections 2.2, 2.3, 3.2, 3.4, 3.5,
3.6,  4.4, 4.5,  4.6,  4.7, 4.8 and 5 - 18 of this  Agreement  shall survive the
termination of this Agreement.

      5. CONFIDENTIAL AND PROPRIETARY INFORMATION; NONSOLICITATION.

            5.1 Proprietary Information and Inventions Agreement. As a condition
of  employment,  the  Executive  agrees to execute and abide by the  Proprietary
Information and Inventions Agreement attached hereto as Exhibit B.

            5.2  Non-Solicitation.  During any period the Executive is receiving
compensation or any other  consideration  from the Company,  including,  but not
limited to  severance  pay,  the  Executive  agrees that in order to protect the
Company's  confidential and proprietary  information from  unauthorized use, the
Executive shall not,  either  directly or through others,  solicit or attempt to
solicit (i) any employee, consultant or independent contractor of the Company to
terminate  his or her  relationship  with the  Company  in order  to  become  an
employee,  consultant  or  independent  contractor to or for any other person or
business  entity,  or (ii)  the  business  of any  customer,  supplier,  service
provider, vendor or distributor of the Company which, at the time of termination
or one (1) year immediately  prior thereto,  was doing business with the Company
or  listed  on  Company's  customer,   supplier,  service  provider,  vendor  or
distributor list.

      6. INDEMNIFICATION.

            The Company agrees to enter into an  indemnification  agreement with
the Executive in the form attached hereto as Exhibit C.

      7. DIRECTORS' AND OFFICERS' INSURANCE.

            The  Company  agrees  that it shall use best  efforts to procure and
maintain in effect directors' and officers' insurance in an amount and of a type
reasonable and customary for similarly situated companies.

      8. ASSIGNMENT AND BINDING EFFECT.

            This Agreement shall be binding upon and inure to the benefit of the
Executive  and  the  Executive's  heirs,  executors,  personal  representatives,
assigns,  administrators  and legal  representatives.  Because of the unique and
personal  nature of the Executive's  duties under this  Agreement,  neither this
Agreement nor any rights or obligations under this Agreement shall be assignable
by the Executive.  This Agreement shall be binding upon and inure to the benefit
of the Company and its successors, assigns and legal representatives.



                                       9.
<PAGE>



      9. CHOICE OF LAW.

            This Agreement shall be construed and interpreted in accordance with
the  internal  laws  of the  state  of  California  (without  giving  effect  to
principles of conflicts of law).

      10. INTEGRATION.

            Except  as  may  otherwise  be  provided  herein,   this  Agreement,
including  Exhibit A, Exhibit B and Exhibit C, contains the complete,  final and
exclusive  agreement of the Parties  relating to the terms and conditions of the
Executive's  employment  and the  termination  of  Executive's  employment,  and
supersedes all prior and contemporaneous oral and written employment  agreements
or arrangements between the Parties. To the extent this Agreement conflicts with
the Proprietary  Information and Inventions Agreement attached as Exhibit B, the
Proprietary Information and Inventions Agreement controls.

      11. AMENDMENT.

            This  Agreement  cannot be amended or  modified  except by a written
agreement  signed  by  the  Executive  and  the  Chairman  of  the  Compensation
Committee.

      12. WAIVER.

            No term,  covenant  or  condition  of this  Agreement  or any breach
thereof  shall be deemed  waived,  except with the written  consent of the Party
against whom the waiver is claimed,  and any waiver or any such term,  covenant,
condition  or breach  shall not be  deemed  to be a waiver of any  preceding  or
succeeding breach of the same or any other term, covenant, condition or breach.

      13. SEVERABILITY.

            The finding by a court of competent jurisdiction or other authorized
body of the unenforceability,  invalidity or illegality of any provision of this
Agreement shall not render any other provision of this Agreement  unenforceable,
invalid or illegal.  The invalid or  unenforceable  term or  provision  shall be
modified or replaced with a valid and  enforceable  term or provision which most
accurately  represents  the  Parties'  intention  with respect to the invalid or
unenforceable term or provision.

      14. INTERPRETATION; CONSTRUCTION.

            The  headings set forth in this  Agreement  are for  convenience  of
reference  only  and  shall  not be used in  interpreting  this  Agreement.  The
Executive  has  been  encouraged  to  consult  with,  and  has  consulted  with,
Executive's own  independent  counsel and tax advisors with respect to the terms
of this Agreement.  The Parties  acknowledge that each Party and its counsel has
reviewed  and  revised,  or  had an  opportunity  to  review  and  revise,  this
Agreement,  and any rule of  construction to the effect that any ambiguities are
to be  resolved  against  the  drafting  party  shall  not  be  employed  in the
interpretation of this Agreement.



                                      10.
<PAGE>



      15. REPRESENTATIONS AND WARRANTIES.

            The  Executive  represents  and warrants  that the  Executive is not
restricted or  prohibited,  contractually  or otherwise,  from entering into and
performing each of the terms and covenants contained in this Agreement, and that
the Executive's execution and performance of this Agreement shall not violate or
breach  any other  agreements  between  the  Executive  and any other  person or
entity.

      16. COUNTERPARTS.

            This  Agreement may be executed in two  counterparts,  each of which
shall be deemed an original,  all of which together shall constitute one and the
same instrument.

      17. ARBITRATION.

            To ensure the rapid and  economical  resolution of disputes that may
arise in  connection  with the  Executive's  employment  with the  Company,  the
Executive and the Company agree that any and all disputes,  claims, or causes of
action, in law or equity, arising from or relating to Executive's employment, or
the  termination  of that  employment,  will be resolved,  to the fullest extent
permitted by law, by final  binding  arbitration  in Orange  County,  California
conducted by the Judicial  Arbitration and Mediation Services  ("JAMS"),  or its
successors,  under  the then  current  rules of JAMS  for  employment  disputes;
provided that the arbitrator  shall:  (a) have the authority to compel  adequate
discovery  for the  resolution  of the dispute and to award such relief as would
otherwise  be  permitted  by law and (b)  issue a written  arbitration  decision
including the arbitrator's essential findings and conclusions and a statement of
the award.  Both the  Executive  and the Company shall be entitled to all rights
and  remedies  that either the  Executive  or the  Company  would be entitled to
pursue  in a court of law.  The  Company  shall  pay all fees in excess of those
which would be required if the dispute was decided in a court of law. Nothing in
this  Agreement is intended to prevent  either the Executive or the Company from
obtaining  injunctive  relief in court to prevent  irreparable  harm pending the
conclusion of any such arbitration. Notwithstanding the foregoing, the Executive
and the  Company  each have the right to resolve  any and all issues or disputes
involving  confidential  or  proprietary  information,  trade secrets or related
information  or  intellectual   property  rights  by  court  action  instead  of
arbitration.

      18. TRADE SECRETS OF OTHERS.

            It is the  understanding  of both the Company and the Executive that
the  Executive  shall not divulge to the  Company  and/or its  subsidiaries  any
confidential  information  or trade secrets  belonging to others,  including the
Executive's  former employers,  nor shall the Company and/or its Affiliates seek
to  elicit  from  the  Executive  any  such  information.  Consistent  with  the
foregoing, the Executive shall not provide to the Company and/or its Affiliates,
and the Company and/or its Affiliates shall not request, any documents or copies
of documents containing such information.



                                       11.
<PAGE>



      IN WITNESS  WHEREOF,  the Parties have executed  this  Agreement as of the
date first shown above.



TCI SOLUTIONS, INC.

/s/ James E. Houlihan III
-------------------------------------------
James E. Houlihan III, on behalf of the Board of Directors





DAVID R. BUTLER

/s/ David R. Butler
-------------------------------------------
David R. Butler










                                      12.
<PAGE>



                                    EXHIBIT A

                          RELEASE AND WAIVER OF CLAIMS

      In  consideration  of the payments and other benefits set forth in Section
4.4 of the Employment Agreement dated May 27, 2004 (the "Employment Agreement"),
to  which  this  form is  attached,  I,  David R.  Butler,  hereby  furnish  TCI
Solutions, Inc. (the "Company"), with the following release and waiver ("Release
and Waiver"):

      In  exchange  for  the  consideration  provided  to me by  the  Employment
Agreement that I am not otherwise  entitled to receive,  I hereby  generally and
completely  release  the  Company  and  its  directors,   officers,   employees,
shareholders, partners, agents, attorneys, predecessors,  successors, parent and
subsidiary entities, insurers,  Affiliates, and assigns from any and all claims,
liabilities and obligations, both known and unknown, that arise out of or are in
any way related to events,  acts,  conduct,  or omissions  occurring prior to my
signing  this  Release and Waiver.  This general  release  includes,  but is not
limited to: (1) all claims arising out of or in any way related to my employment
with the Company or the termination of that  employment;  (2) all claims related
to my compensation or benefits from the Company,  including, but not limited to,
salary, bonuses,  commissions,  vacation pay, expense reimbursements,  severance
pay, fringe benefits,  stock, stock options, or any other ownership interests in
the Company; (3) all claims for breach of contract,  wrongful  termination,  and
breach of the  implied  covenant  of good faith and fair  dealing;  (4) all tort
claims,  including, but not limited to, claims for fraud, defamation,  emotional
distress,  and  discharge in violation  of public  policy;  and (5) all federal,
state,  and local statutory  claims,  including,  but not limited to, claims for
discrimination,  harassment,  retaliation,  attorneys'  fees,  or  other  claims
arising  under the federal  Civil Rights Act of 1964 (as  amended),  the federal
Americans  with  Disabilities  Act of 1990,  the federal Age  Discrimination  in
Employment Act of 1967 (as amended) ("ADEA"), and the California Fair Employment
and Housing Act (as amended).  Notwithstanding  the foregoing,  this Release and
Waiver shall not apply to (i) any claims I have to payment of the  consideration
provided to me in exchange for this Release and Waiver or (ii) any claims I have
to  indemnification  under the Company's  articles of  incorporation  or bylaws,
applicable law or individual agreement.

      I also  acknowledge  that I have read and  understand  Section 1542 of the
California Civil Code which reads as follows: "A general release does not extend
to claims which the  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."  I  hereby  expressly  waive  and
relinquish  all  rights  and  benefits  under  that  section  and any law of any
jurisdiction of similar effect with respect to any claims I may have against the
Company.

      I acknowledge  that,  among other  rights,  I am waiving and releasing any
rights I may have under  ADEA,  that this  Release  and  Waiver is  knowing  and
voluntary,  and that the  consideration  given for this Release and Waiver is in
addition to anything of value to which I was already entitled as an executive of
the Company. I further  acknowledge that I have been advised, as required by the
Older Workers  Benefit  Protection Act, that: (a) the release and waiver granted
herein  does not  relate to claims  under the ADEA  which may arise  after  this
Release and Waiver is executed;  (b) I should  consult with an attorney prior to
executing this Release and Waiver;  (c) I have  twenty-one (21) days in which to
consider this Release and Waiver  (although I may choose



<PAGE>



voluntarily  to execute this Release and Waiver  earlier);  (d) I have seven (7)
days  following the execution of this Release and Waiver to revoke my consent to
this Release and Waiver;  and (e) this Release and Waiver shall not be effective
until the eighth day after I execute this Release and Waiver and the  revocation
period has expired (the "Effective Date").

      I acknowledge my continuing  obligations under my Proprietary  Information
and  Inventions  Agreement,  a copy  of  which  is  attached  to the  Employment
Agreement as Exhibit B. Pursuant to the  Proprietary  Information and Inventions
Agreement,  I understand that among other things, I must not use or disclose any
confidential  or proprietary  information of the Company and I must  immediately
return  all  Company  property  and  documents  (including  all  embodiments  of
proprietary  information) and all copies thereof in my possession or control.  I
understand  and  agree  that my right to the  severance  pay I am  receiving  in
exchange for my agreement to the terms of this Release and Waiver is  contingent
upon my continued  compliance  with my  Proprietary  Information  and Inventions
Agreement.

      I  represent  that I have not filed any claims  against the  Company,  and
agree that, except as such waiver may be prohibited by statute,  I will not file
any claim against the Company or seek any  compensation for any claim other than
the payments and benefits  referenced  herein. I agree to indemnify and hold the
Company  harmless  from  and  against  any  and all  loss,  cost,  and  expense,
including,  but not limited to court costs and attorney's fees,  arising from or
in connection with any action which may be commenced,  prosecuted, or threatened
by me or for my  benefit,  upon  my  initiative,  or  with  my aid or  approval,
contrary to the provisions of this Release and Waiver.

      This Release and Waiver,  including any referenced documents,  constitutes
the complete, final and exclusive embodiment of the entire agreement between the
Company and me with regard to the subject matter hereof. I am not relying on any
promise or  representation  by the Company that is not expressly  stated herein.
This Release and Waiver may only be modified by a writing  signed by both me and
a member of the Board of Directors of the Company (other than myself).





Date: __________________                  By: /s/ DAVID R. BUTLER
                                              -------------------------------
                                                  DAVID R. BUTLER




                                       2.
<PAGE>




                                    EXHIBIT B

              [PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT]






                                       3.
<PAGE>



                                    EXHIBIT B

                       [FORM OF INDEMNIFICATION AGREEMENT]






                                       4.