THIRD AMENDMENT 
TO LOAN AND SECURITY
AGREEMENT



This
Third Amendment to Loan and Security Agreement (this Amendment) is entered
into as of February 27, 2004, by and between COMERICA BANK, successor by merger
to COMERICA BANK- CALIFORNIA (Bank) and TCI SOLUTIONS, INC.
(Borrower).



RECITALS



Borrower
and Bank are parties to that certain Loan and Security Agreement dated as
of August 6, 2002, as amended from time to time, including by that certain First
Amendment to Loan and Security Agreement dated as of August 5, 2003 and that
certain Second Amendment to Loan and Security Agreement dated as of January 28,
2004 (the Agreement). The parties desire to amend the Agreement in accordance
with the terms of this Amendment.



NOW,
THEREFORE, the parties agree as follows:



1.       
          The following defined terms in Section 1.1 of the Agreement hereby are amended
          or restated as follows:



Credit
Extension means each Advance, Equipment Advance, Facility B Equipment Advance,
Letter of Credit, or any other extension of credit by Bank for the benefit of Borrower
hereunder.



Facility
B Equipment Advance has the meaning set forth in Section 2.1(d)).



Facility B
Equipment Line means a credit extension of up to Five Hundred Thousand Dollars
($500,000).



Facility B
Equipment Maturity Date means June 30, 2007.



Revolving
Maturity Date means February 28, 2005.



2.       
          Section 2.1(d) hereby is added to the Agreement to read as follows:



(d)       
          Facility B Equipment Advances.



| | (i)       
               Subject to and upon the terms and conditions of this Agreement, at any time from
               the date of this Amendment through November 27, 2004, Bank agrees to
               make advances (each an Facility B Equipment Advance and,
               collectively, the Facility B Equipment Advances) to Borrower in an
               aggregate amount not to exceed the Facility B Equipment Line. Each Equipment
               Advance shall not exceed one hundred percent (100%) of the invoice amount of
               equipment on any invoice approved by Bank (which Borrower shall, in any case,
               have purchased within 90 days of the date of the corresponding Facility B
               Equipment Advance), excluding taxes, shipping, warranty charges and freight
               discounts. The aggregate amount of Facility B Equipment Advances used for the
               purchase of software or leasehold improvements approved by Bank may not exceed
               twenty percent (20%) of the Facility B Equipment Advances.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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---

| | (ii)       
               Interest shall accrue from the date of each Facility B Equipment Advance at the
               rate specified in Section 2.3, and shall be payable monthly on the first day of
               each month so long as any Facility B Equipment Advances are outstanding. Any
               Facility B Equipment Advances that are outstanding on November 27,
               2004 shall be payable in thirty (30) equal monthly installments of
               principal, plus all accrued interest, beginning on December 27, 2004
               and continuing on the same day of each month thereafter through the Facility B
               Equipment Maturity Date, at which time all amounts owing under this Section
               2.1(d) and any other amounts owing under this Agreement shall be immediately due
               and payable. Facility B Equipment Advances, once repaid, may not be
               reborrowed. Borrower may prepay any Facility B Equipment Advances without
               penalty or premium.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)       
               When Borrower desires to obtain an Facility B Equipment Advance, Borrower shall
               notify Bank (which notice shall be irrevocable) by facsimile transmission to be
               received no later than 3:00 p.m. Pacific time three (3) Business Days
               before the day on which the Facility B Equipment Advance is to be made. Such
               notice shall be substantially in the form of Exhibit B. The notice shall be
               signed by a Responsible Officer or its designee and include a copy of the
               invoice and proof of payment (if applicable) of such invoice for any Equipment
               to be financed.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3.       
          Section 2.3(a)(iii) hereby is added to the Agreement to read as follows:



| | (iii)      
               Facility B Equipment Advances. Except as set forth in Section 2.3(b), the
               Facility B Equipment Advances shall bear interest, on the outstanding Daily
               Balance thereof, at a rate equal to three quarters of one percent (0.75%) above
               the Prime Rate.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4.       
          Section 6.8 of the Agreement hereby is amended and restated in its entirety to
          read as follows:



6.8
Quick Ratio. Borrower shall at all times maintain, measured as of the last day of
each calendar quarter, a ratio of cash (which shall be no less than Seven Hundred Fifty
Thousand Dollars ($750,000) at all times maintained with Bank), cash equivalents and
accounts receivable, to Current Liabilities plus, to the extent not already
included therein, all Indebtedness owing by Borrower to Bank (including without limitation
all Contingent Obligations) less deferred maintenance revenue and deferred license
revenue, of at least 1.25:1.00. As used herein, deferred license revenue means
revenue derived from any element of a software license which is not delivered when such
license is signed.



5.       
          No course of dealing on the part of Bank or its officers, nor any failure or
          delay in the exercise of any right by Bank, shall operate as a waiver thereof,
          and any single or partial exercise of any such right shall not preclude any
          later exercise of any such right. Banks failure at any time to require
          strict performance by a Borrower of any provision shall not affect any right of
          Bank thereafter to demand strict compliance and performance. Any suspension or
          waiver of a right must be in writing signed by an officer of Bank.



6.       
          Unless otherwise defined, all initially capitalized terms in this Amendment
          shall be as defined in the Agreement. The Agreement, as amended hereby, shall be
          and remain in full



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force and effect in accordance with its respective terms and
          hereby is ratified and confirmed in all respects. Except as expressly set forth
          herein, the execution, delivery, and performance of this Amendment shall not
          operate as a waiver of, or as an amendment of, any right, power, or remedy of
          Bank under the Agreement, as in effect prior to the date hereof.



7.       
          Borrower represents and warrants that the Representations and Warranties
          contained in the Agreement are true and correct as of the date of this
          Amendment, and that no Event of Default has occurred and is continuing.



8.       
          As a condition to the effectiveness of this Amendment, Bank shall have received,
          in form and substance satisfactory to Bank, the following:



(a)       
          this Amendment, duly executed by Borrower;



(b)       
          a Certificate of the Secretary of Borrower with respect to incumbency and
          resolutions authorizing the execution and delivery of this Amendment;



(c)       
          a warrant to purchase Borrowers capital stock;



(d)       
          an fee on account of the Revolving Line in the amount of $5,000, which may be
          debited from any of Borrowers accounts;



(e)       
          an fee on account of the Facility B Equipment Line in the amount of $2,500,
          which may be debited from any of Borrowers accounts;



(f)       
          all reasonable Bank Expenses incurred through the date of this Amendment, which
          may be debited from any of Borrowers accounts;



(g)       
          an Agreement to Provide Insurance, in the form attached hereto; and



(h)       
          such other documents, and completion of such other matters, as Bank may
          reasonably deem necessary or appropriate.



9.       
          This Amendment may be executed in two or more counterparts, each of which shall
          be deemed an original, but all of which together shall constitute one
          instrument.



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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.



| | TCI SOLUTIONS, INC.                                           
| | --------------------------------------------------------------
| |                                                               
| | By: /s/ Steve DeSantis_________________                       
| |                                                               
| | Name:  Steve DeSantis_________________                        
| |                                                               
| | Title: CFO__________________________                          
| |                                                               
| |                                                               
| | COMERICA BANK, successor by merger to
COMERICA BANK-CALIFORNIA
| |                                                               
| |                                                               
| | By: Bonnie Kehe_____________________                          
| |                                                               
| | Title: Senior Vice President______________                    

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CORPORATE RESOLUTIONS TO BORROW



|Borrower:    TCI SOLUTIONS, INC.
|--------------------------------

I, the undersigned Secretary or Assistant Secretary of TCI SOLUTIONS, INC. (the "Corporation"), HEREBY CERTIFY that the Corporation is organized and existing under and by virtue of the laws of the state of its incorporation.



I FURTHER CERTIFY that attached hereto as Attachments 1 and 2 are true and complete copies of the Certificate of Incorporation, and the Bylaws of the Corporation, each of which is in full force and effect on the date hereof.



I FURTHER CERTIFY that at a meeting of the Directors of the Corporation duly called and held, at which a quorum was present and voting, (or by other duly authorized corporate action in lieu of a meeting), the following resolutions were adopted.



BE IT RESOLVED, that any one (1) of the following named officers, employees, or agents of this Corporation, whose actual signatures are shown below:



|NAMES |  | POSITIONS |  | ACTUAL SIGNATURES
|----- |  | --------- |  | -----------------
|      |  |           |  |                  
|      |  |           |  |                  
|      |  |           |  |                  
|      |  |           |  |                  
|      |  |           |  |                  
|      |  |           |  |                  
|      |  |           |  |                  
|      |  |           |  |                  
|      |  |           |  |                  

acting for an on behalf of this Corporation and as its act and deed be, and they hereby are, authorized and empowered:



Borrow Money.  To borrow from time to time from Comerica Bank ("Bank"), on such terms as may be agreed upon between the officers, employees, or agents and Bank, such sum or sums of money as in their judgment should be borrowed, without limitation, including such sums as are specified in that certain Loan and Security Agreement dated as of August 6, 2002, as amended from time to time, including by that certain First Amendment to Loan and Security Agreement dated as of August 5, 2003, that certain Second Amendment to Loan and Security Agreement dated as of January 28, 2004 and that certain Third Amendment to Loan and Security Agreement dated as of February 27, 2004 (the "Amendment").



Execute Amendments.  To execute and deliver to Bank the Amendment, and also to execute and deliver to Bank one or more renewals, extensions, modifications, consolidations, or substitutions therefore.



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Grant Security.  To grant a security interest to Bank in the Collateral described in the Amendment, which security interest shall secure all of the Corporation's Obligations, as described in the Amendment.



Warrants.  To issue a warrant to purchase the Corporation's capital stock.



Letters of Credit; Foreign Exchange.  To execute letters of credit applications, foreign exchange agreements and other related documents pertaining to Bank's issuance of letters of credit and foreign exchange contracts.



Negotiate Items.  To draw, endorse, and discount with Bank all drafts, trade acceptances, promissory notes, or other evidences of indebtedness payable to or belonging to the Corporation or in which the Corporation may have an interest, and either to receive cash for the same or to cause such proceeds to be credited to the account of the Corporation with Bank, or to cause such other disposition of the proceeds derived therefrom as they may deem advisable.



Further Acts.  In the case of lines of credit, to designate additional or alternate individuals as being authorized to request advances thereunder, and in all cases, to do and perform such other acts and things, to pay any and all fees and costs, and to execute and deliver such other documents and agreements as they may in their discretion deem reasonably necessary or proper in order to carry into effect the provisions of these resolutions.



BE IT FURTHER RESOLVED, that any and all acts authorized pursuant to these resolutions and performed prior to the passage of these resolutions are hereby ratified and approved, that these resolutions shall remain in full force and effect and Bank may rely on these resolutions until written notice of their revocation shall have been delivered to and received by Bank.  Any such notice shall not affect any of the Corporation's agreements or commitments in effect at the time notice is given.



I FURTHER CERTIFY that the officers, employees, and agents named above are duly elected, appointed, or employed by or for the Corporation, as the case may be, and occupy the positions set forth opposite their respective names; that the foregoing resolutions now stand of record on the books of the Corporation; and that the Resolutions are in full force and effect and have not been modified or revoked in any manner whatsoever.



IN WITNESS WHEREOF, I have hereunto set my hand on February __, 2004 and attest that the signatures set opposite the names listed above are their genuine signatures.



| | CERTIFIED TO AND ATTESTED BY:       
| | ------------------------------------
| |                                     
| |                                     
| | X___________________________________

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COMERICA BANK
Member FDIC

ITEMIZATION OF AMOUNT FINANCED
DISBURSEMENT INSTRUCTIONS
(Facility B Equipment Line )

|Name(s): TCI SOLUTIONS, INC. | Date: February 27, 2004
|---------------------------- | -----------------------



| | $500,000 |  | credited to deposit account No. 1891-663609 when Advances are requested by Borrower
| | -------- |  | -----------------------------------------------------------------------------------

Amounts paid to others on your behalf:

| | $2,500   |  | to Comerica Bank for Loan Fee                            
| | -------- |  | ---------------------------------------------------------
| | $ to     |  | Comerica Bank for Document Fee                           
| | $        |  | to Comerica Bank for accounts receivable audit (estimate)
| | $ to     |  | Bank counsel fees and expenses                           
| | $        |  | to _______________                                       
| | $        |  | to _______________                                       
| | $500,000 |  | TOTAL (AMOUNT FINANCED)                                  

Upon consummation of this transaction, this document will also serve as the authorization for Comerica Bank to disburse the loan proceeds as stated above.







|_______________________________
_______ Signature | _______________________________
_______ Signature
|------------------------------------------------- | -------------------------------------------------









AGREEMENT TO PROVIDE INSURANCE



|TO: COMERICA BANKattn: Collateral Operations, M/C 46049920 South La Cienega Blvd., 14th FloorInglewood, CA 90301 | Date: February 27, 2004Borrower: TCI SOLUTIONS, INC.
|---------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------





In consideration of a loan in the amount of $3,625,372, secured by all tangible personal property including inventory and equipment.



I/We agree to obtain adequate insurance coverage to remain in force during the term of the loan.



I/We also agree to advise the below named agent to add Comerica Bank as lender's loss payable on the new or existing insurance policy, and to furnish Bank at above address with a copy of said policy/endorsements and any subsequent renewal policies.



I/We understand that the policy must contain:



1.     
 Fire and extended coverage in an amount sufficient to cover:



The amount of the loan, OR



All existing encumbrances, whichever is greater,



But not in excess of the replacement value of the improvements on the real property.



2.
     
Lender's "Loss Payable" Endorsement Form 438 BFU in favor of
Comerica Bank, or any other form acceptable to Bank.



INSURANCE INFORMATION



|Insurance Co./AgentAgent's Address:> | Telephone No.:
|------------------------------------ | --------------

Signature of Obligor: ______________________________________



Signature of Obligor: ______________________________________







|FOR BANK USE ONLYINSURANCE VERIFICATION: Date:________________________________Person Spoken to:______________________________________________Policy Number:________________________________________________Effective From:________________________________________________Verified by:___________________________________________________
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------









|COMERICA BANK
Member FDIC
           
           
           
AUTOMATIC DEBIT AUTHORIZATION
|-------------------------------------------------------------------------------------------

|To:  Comerica BankRe:  Loan #____________________________You are hereby authorized and instructed to charge account
No. 1891-663609 in the name of TCI SOLUTIONS, INC.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------

for principal and interest payments
due on above referenced loan as set forth below and credit the loan referenced above.

| | |X| |  | Debit each interest payment as it becomes due according to the terms of the note and any
renewals or amendments thereof.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------

| | |X| |  | Debit each principal payment as it becomes due according to the terms of the note and any
renewals or amendments thereof.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------

| | |X| |  | Debit each payment for Bank Expenses as it becomes due according to the terms of the Loan
and Security Agreement and any renewals or amendments thereof.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------

This Authorization is to remain in
full force and effect until revoked in writing.





|Borrower Signature | Date             
|------------------ | -----------------
|                   | February 27, 2004
|                   | February 27, 2004

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