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EXHIBIT 10.02




EMPLOYMENT AGREEMENT




     Technology Solutions Company, a Delaware corporation doing business as
TSC, and Stephen B. Oresman (“Employee”) enter into this Employment Agreement
(“Agreement”) as of May 6, 2004.



     In consideration of the agreements and covenants contained in this
Agreement, TSC and Employee agree as follows:



     1. Employment Duties: The Board of Directors has elected Mr. Oresman as
the Chairman of the Board of Directors and has agreed that he shall serve as an
Employee of the Company. As an Employee he shall have such responsibilities,
duties and authority as the Board of Directors may reasonably designate.
Employee shall perform faithfully the duties assigned to him to the best of his
ability.



     2. Term of Employment: The term of employment (“Term of Employment”)
covered by this Agreement shall commence as of the effective date of this
Agreement and continue until terminated pursuant to Paragraph 3 below.



     3. Termination: This Agreement may be terminated as follows:



          (a) Mr. Oresman may be removed as a Director in accordance with the terms
of the Company’s By Laws. The Board may terminate his role as the Chairman of
the Board. The Board may terminate Employee’s employment and this Agreement for
any reason upon giving Employee 90 days notice of termination. The Board may
make the termination effective at any time within the 90 day notice period
(“Termination Date”). During this period Employee shall make a good faith
effort to satisfy those professional obligations requested to be performed by
the Board, which may include transferring duties and confidential material.
TSC must, however, unless Employee is terminated for Serious Misconduct,
continue Employee’s salary for one year following the Termination Date;
continue Employee’s health benefits for one year following the Termination
Date; and automatically vest his unvested options.



          (b) The Board may terminate Employee’s employment and this Agreement
immediately without notice and with no salary and benefit continuation if
Employee engages in “Serious Misconduct.” For purposes of this Agreement,
“Serious Misconduct” means embezzlement or misappropriation of corporate funds,
other acts of dishonesty, significant activities materially harmful to TSC’s
reputation, or any significant violation of any statutory or common law duty of
loyalty to TSC.



          (c) If, following a Change in Control, Employee’s title, position, salary,
or benefits is reduced or Employee’s duties or status is materially reduced,
and Employee resigns as an Employee within 90 days after the reduction becomes
effective, or if Employee is ordered to



 









 




relocate his residence for a period in excess of six months to any
location outside of the metropolitan area where he resides when the Change in
Control occurs and Employee declines and is terminated, Employee shall receive
one year’s salary and the continuation of his health benefits for one year.
Notwithstanding anything to the contrary in any of Employee’s stock option
agreements, Employee’s unvested shares at option shall vest automatically upon
a Change in Control. (A Change in Control is defined as (i) the acquisition by
any individual, entity or group, of beneficial ownership (within the meaning of
Rule 13 d-3 promulgated under the Securities Exchange Act of 1934) of 40% or
more of the outstanding shares of the common stock of TSC; (ii) the approval of
the stockholders of TSC of a merger, where immediately after the merger,
persons who were the holders of a majority of TSC’s outstanding common stock
immediately prior to the merger fail to own at least a majority of the
outstanding common stock of the surviving entity in substantially the same
proportions as their holdings of TSC common stock immediately prior to the
merger; or (iii) the sale of substantially all the assets of TSC other than to
a corporation in which more than 60% of the outstanding shares are beneficially
owned by the individuals and entities who are the beneficial owners of the
Company stock prior to the acquisition.




          (d) If Employee dies, TSC must continue Employee’s Current Salary for a
period of 90 days following the date of his death. If Employee becomes
permanently disabled and unable to continue to work at TSC, TSC must pay
Employee’s Current Salary for 90 days following the date Employee is declared
permanently disabled, and his dental insurance and term insurance for a period
of one year following the date Employee is declared permanently disabled.



          (e) If either party materially breaches this Agreement and fails to cure
the breach within 30 days after receiving notice of the breach from the
breached party, the breached party may consider this Agreement as terminated by
the breaching party.



          (f) Employee may terminate his employment upon giving the Board of TSC 90
days notice. The Board may make the termination effective at any time within
the 90 day notice period. During this period Employee shall make a good faith
effort to satisfy those professional obligations requested to be performed by
the Board, which may include transferring duties and confidential material.



          (g) Notwithstanding anything in the foregoing to the contrary, if any of
the payments to Employee provided for in this Agreement, together with any
other payments which Employee has the right to receive from TSC or any
corporation which is a member of an “affiliated group” as defined in Section
1504(a) of the Code without regard to Section 1504(b) of the Internal Revenue
Code) of which TSC is a member, would constitute a “parachute payment” (as
defined in Section 280G(b)(2) of the Internal Revenue Code), the payments
pursuant to this Agreement shall be reduced to the largest amount as will
result in no portion of such payments being subject to the excise tax imposed
by Section 4999 of the Internal Revenue Code; provided, however, that in
determining whether any reduction in the payments under this Agreement pursuant
to this sentence is necessary, the mutually agreed upon value for the
non-compete provision as determined by an outside expert shall be deducted from
the value of the parachute payment. If after applying the value for the
non-compete provision, a reduction in payment is still necessary, the Employee
shall determine what portion of the parachute payment shall be reduced, and
such



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determination shall be conclusive and binding on TSC with respect to its
treatment of the payment for tax reporting purposes.




     4. Salary: As compensation for his services, TSC shall pay Employee a
base salary of not less than the amount listed in Exhibit A to this Agreement.
Employee’s base salary shall be subject to annual review and may, at the
discretion of the Board of Directors, be adjusted from that listed in Exhibit A
according to Employee’s responsibilities, capabilities and performance during
the preceding year.



     5. Bonus and Stock Options: Employee may be awarded a bonus of 50% of
one year’s salary if he achieves his target objectives and 100% of one year’s
salary if he achieves his “stretch” objectives, at the discretion of the Board
of Directors. Employee shall participate in the Company’s Stock Incentive
Program and may be awarded options in TSC Stock at the discretion of the Board
of Directors.



     6. Employee Benefits: During the Term of Employment, Employee shall be
entitled to participate in such employee benefit plans, including group life,
health and dental insurance, and shall receive all other fringe benefits as TSC
may make available generally to its Vice Presidents.



     7. Business Expenses: TSC shall reimburse Employee for all reasonable and
necessary business expenses incurred by Employee in performing his duties.
Employee shall provide TSC with supporting documentation sufficient to satisfy
reporting requirements of the Internal Revenue Service and TSC. TSC’s
determination as to reasonableness and necessary shall be final.



     8. Noncompetition and Nondisclosure: Employee acknowledges that the
successful development and 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.
Confidential Information 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 the Term of
Employment, he will obtain knowledge of such Confidential Information.
Accordingly, Employee agrees to undertake the following obligations which he
acknowledges to be reasonably designed to protect TSC’s legitimate business
interests without unnecessarily or unreasonably restricting Employee’s
post-employment opportunities:



          (a) Upon termination of the Term of Employment for any reason, Employee
shall return all TSC property, including but not limited to computer programs,
files, notes, records, charts, or other documents or things containing in whole
or in part any of TSC’s Confidential Information;



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          (b) During the Term of Employment and subsequent to termination, Employee
agrees to treat all such Confidential Information as confidential and to take
all necessary precautions against disclosure of such information to third
parties during and after Employee’s employment with TSC;



          (c) Without limiting the obligations of Paragraph 8(b), Employee shall
not, for himself or as an agent, partner or employee of any person, firm or
corporation: (i) for a period of one year following his termination of
employment for any reason, engage in the practice of consulting or related
services for any client of TSC for whom Employee performed services, or
prospective TSC client to whom Employee submitted, or assisted in the
submission of a proposal during the two year period preceding his termination
of employment; or (ii) for a period of one years following any termination for
any reason, participate in or have a financial, management or other interest in
any business enterprise that engages in, or within one year of the termination
of Employee’s employment has plans to engage in, substantial and direct
competition with TSC if such participation will likely involve the use by
Employee of business plans, strategies and other confidential TSC business
information developed or acquired by Employee during his employment as a senior
officer of TSC;



          (d) During a one year period immediately following Employee’s termination
of employment for any reason, Employee shall not induce or assist in the
inducement of any TSC employee away from TSC’s employ or from the faithful
discharge of such employee’s contractual and fiduciary obligations to serve
TSC’s interests with undivided loyalty;



          (e) For one years following his termination of employment for any reason,
Employee shall keep TSC currently advised in writing of the name and address of
each business organization for which he acts as agent, partner, representative
or employee.



     9. Remedies: Employee recognizes and agrees that a breach of any or all
of the provisions of Paragraph 8 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 readily calculated and for
which damages are an inadequate remedy. Accordingly, Employee acknowledges
that TSC shall therefore be entitled to an order enjoining any further breaches
by the Employee. Employee agrees to reimburse TSC for all costs and expenses,
including reasonable attorneys’ fees incurred by TSC in connection with the
enforcement of its rights under any provision of this Agreement.



     10. Intellectual Property: During the Term of Employment, Employee shall
disclose to TSC all ideas, inventions and business plans which he develops
during the course of his employment with TSC which relate directly or
indirectly to TSC’s business, including but not limited to any computer
programs, processes, products or procedures which may, upon application, be
protected by patent or copyright. Employee agrees that any such ideas,
inventions or 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.



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     11. Principles and Policies: Employee agrees to be bound by TSC’s
principles and policies, including its Code of Ethics and its Principles and
Policies of Business Conduct, as amended from time to time, which are
incorporated herein by reference.



     12. Assignment: Employee acknowledges that the services to be rendered
pursuant to this Agreement are unique and personal. Accordingly, Employee may
not assign any of his rights or delegate any of his duties or obligations under
this Agreement. Subject to Paragraph 3(c) above, TSC may assign its rights,
duties or obligations under this Agreement to a subsidiary or affiliated
company of TSC or purchaser or transferee of a majority of TSC’s outstanding
capital stock or a purchaser of all, or substantially all, of the assets of
TSC.



     13. Notices: All notices shall be in writing, except for notice of
termination of employment, which may be oral if confirmed in writing within 14
days. Notices intended for TSC shall be sent by registered or certified mail
addressed to it at 205 North Michigan Avenue, 15th Floor, Chicago, Illinois
60601 or its current principal office, and notices intended for Employee shall
be either delivered personally to him or sent by registered or certified mail
addressed to his last known address.



     14. Entire Agreement: This Agreement and Exhibit A attached hereto
constitute the entire agreement between TSC and Employee. Neither Employee nor
TSC may modify this Agreement by oral agreements, promises or representations.
The parties may modify this Agreement only by a written instrument signed by
the parties.



     15. Applicable Law: This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois.



     16. Mediation of Disputes: Neither party shall initiate arbitration or
other legal proceedings (except for any claim under Paragraph 8 of this
Agreement), against the other party, or, in the case of TSC, any of its
directors, officers, employees, agents, or representatives, relating in any way
to this Agreement, to Employee’s employment with TSC, the termination of his
employment or any or all other claims that one party might have against the
other party until 30 days after the party against whom the claim[s] is made
(“Respondent”) receives written notice from the claiming party of the specific
nature of any purported claim and the amount of any purported damages.
Employee and TSC further agree that if Respondent submits the claiming party’s
claim to the Center for Public Resources, 680 Fifth Avenue, New York, New York
10019, for nonbinding mediation prior to the expiration of such 30 day period,
the claiming party may not institute arbitration or other legal proceedings
against Respondent until the earlier of (i) the completion of nonbinding
mediation efforts, or (ii) 90 days after the date on which the Respondent
received written notice of the claimant’s claim.



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     17. Binding Arbitration: Employee and TSC agree that all claims or
disputes relating to his employment with TSC or the termination of such
employment, and any and all other claims that Employee might have against TSC,
any TSC director, officer, employee, agent, or representative, and any and all
claims or disputes that TSC might have against Employee (except for any claims
under Paragraph 8 of this Agreement) shall be resolved by expedited
arbitration. The party pursuing a claim should submit the claim to
Jams/Endispute, Inc., Three First National Plaza, 70 West Madison, Suite 200,
Chicago, IL 60602. Such arbitration shall be conducted in Chicago before a
single arbitrator within twenty days of the submission of a claim. The parties
shall select an arbitrator by mutual agreement from a panel of arbitrators
proposed by Jams/Endispute, Inc. The panel shall consist of former judges
experienced in arbitrating employment disputes. If the parties are unable to
agree on an arbitrator, Jams/Endispute, Inc. shall select an arbitrator in
accordance with its procedures.



     The parties shall exchange documents relevant to the claims alleged, but
shall undertake no additional discovery. The parties may submit pre-hearing
briefs only. The arbitration proceeding shall not be transcribed or otherwise
recorded. The arbitrator shall render an award within seven days of completion
of the hearing. Both parties agree that the arbitrator’s award shall be final
and binding, and the parties waive any right to appeal.



     18. Severability: Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement.



     19. Employee acknowledges that he has read, understood and accepts the
provisions of this Agreement.



	 	 	 	 	 
	Technology Solutions Company	 	Stephen B. Oresman
	 
	 	 	 	 
	By:

	 	     /s/Timothy P. Dimond
	 	     /s/ Stephen B. Oresman
	

	 	
 
	 	
 
	 
	 	 	 	 
	Position: Sr. Vice President and CFO	 	 
	 
	 	 	 	 
	Date: May 6, 2004	 	Date: May 6, 2004







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EXHIBIT A




EMPLOYEE: Stephen B. Oresman




POSITION: Chairman of the Board and Employee




BASE SALARY: $125 thousand per annum




EFFECTIVE DATE: May 6, 2004




	 	 	 
	

	 	      /s/ Stephen B. Oresman
	

	 	
 
	

	 	Employee
	 
	 	 
	

	 	     
May 6, 2004

	

	 	Date
	 
	 	 
	

	 	      /s/Timothy P. Dimond
	

	 	
 
	

	 	Technology Solutions Company
	 
	 	 
	

	 	     
May 6, 2004

	

	 	Date








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