--------------------------------------------------------------------------------

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

---------------------------

INFORMATION STATEMENT REQUIRED
PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER

---------------------------

TCI SOLUTIONS, INC.
(Exact name of registrant as specified in its corporate charter)

0-49783 33-0537151
(Commission File Number) (IRS Employer Identification No.)

17752 Skypark Circle, Suite 160
Irvine, CA 92614
(949) 476-1122
(Address and Telephone Number of Registrant)

---------------------------

Stephen P. DeSantis
Chief Financial Officer
17752 Skypark Circle, Suite 160
Irvine, California 92614
(949) 476-1122
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person(s) Filing Statement)

With a copy to:

Michael G. McKinnon, Esq.
Paul, Hastings, Janofsky & Walker LLP
695 Town Center Drive, 17th floor
Costa Mesa, California 92626
(714) 668-6200

---------------------------

Common Stock, $0.001 Par Value
(Title and Class of Securities registered pursuant to Section 12(g) of the Act)

April 5, 2005

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND A PROXY

--------------------------------------------------------------------------------

TCI SOLUTIONS, INC.
17752 Skypark Circle, Suite 160
Irvine, CA 92614

Schedule 14f-1

Pursuant to
Section 14(f) of the
Securities Exchange Act of 1934
and
Rule 14f-1 thereunder

This Information Statement is being furnished on or about April 5, 2005 to the
holders of record at the close of business on April 1, 2005 of shares of Series
A Preferred Stock, Series B Preferred Stock and common stock (the "Common
Stock") of TCI Solutions, Inc., a Delaware corporation (the "Company"), pursuant
to the requirements of Section 14(f) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and Rule 14f-1 promulgated thereunder. The
principal executive offices of the Company are located at 17752 Skypark Circle,
Suite 160, Irvine, California 92614 and the telephone number is (949) 476-1122.

You are receiving this Information Statement in connection with the proposed
appointment of persons to be designated by the Company's parent corporation,
Retalix, Ltd., an Israeli corporation ("Retalix"), to a majority of the seats on
the Board of Directors (the "Board") of the Company and the concurrent
resignation of certain members of the Company's Board of Directors. THIS
SCHEDULE IS BEING PROVIDED SOLELY FOR INFORMATIONAL PURPOSES AND NOT IN
CONNECTION WITH ANY VOTE OF THE COMPANY'S STOCKHOLDERS.

On April 1, 2005, Retalix, through Retalix Holdings, Inc., a Delaware
corporation and a wholly-owned subsidiary of Retalix ("Holdings"), purchased
substantially all of the Company's outstanding Series A Preferred Stock and
Series B Preferred Stock (the "Acquisition") from certain shareholders (the
"Selling Stockholders") for an aggregate purchase price of $30,035,148,
consisting of 715,729 shares of Retalix common stock valued at $17,177,500 and
$12,857,648 in cash which shall be paid to the Selling Stockholders pro rata.
The Acquisition resulted in Holdings owning in excess of 73% of the outstanding
voting shares of the Company.

Concurrently with the closing of the Acquisition, the Company's Board of
Directors approved and the Company executed an Agreement and Plan of Merger (the
"Merger Agreement") by and among the Company, Retalix, Holdings, Survivor RTLX
LLC, a Delaware limited liability company of which Holdings is the sole member
("LLC Merger Sub"), and RTLX LLC, a Delaware limited liability company of which
Holdings is the sole member ("Acquisition Sub"), under which Acquisition Sub
shall merge with and into the Company (with the Company surviving), followed
immediately by the merger of the Company with and into LLC Merger Sub (with LLC
Merger Sub surviving) (collectively, the "Merger").

The Merger Agreement provides for the payment of consideration equal to $0.132
per share of Common Stock, $0.8409 per share of Series A Preferred Stock (on an
as-converted basis, including the PIK dividend as described in the Company's
Certificate of Incorporation) and $0.7573 per share of Series B Preferred Stock
in cash at the closing of the Merger, other than with respect to shares as to
which appraisal rights are exercised under Delaware law.

The Board also adopted a resolution where five of the six directors would resign
from the Board effective on the 10th day following the filing with the
Securities and Exchange Commission and the mailing to

stockholders of this Information Statement (the "Resignation Date"). The
resigning directors will be Lance C. Jacobs, Todd G. Gardner, Mark T.
Koulogeorge, Daniel Raynor and James E. Houlihan III. David R. Butler will
remain as a director following the Merger. The Board also resolved to appoint
three new directors nominated by Retalix, effective as of the Resignation Date.
These new directors will be Barry Shaked, Danny Moshaioff and Eli Spirer. Thus,
at the Resignation Date, the Board will consist of four directors, three of whom
are to be appointed by Retalix and the fourth of whom will be Mr. Butler.
Following the Resignation Date, Retalix may remove directors or nominate
additional directors to the Board in its discretion.

There is no stockholder vote required in connection with the resignation or the
appointment of the directors identified above and you are not required to take
any action.

Item 6. Voting Securities and Principal Holders Thereof

Item 6(a). Shares Outstanding

On April 1, 2005, there were 12,825,459 shares of Common Stock issued and
outstanding, 5,816,037 shares of Series A Preferred Stock issued and outstanding
and 26,653,094 shares of Series B Preferred Stock issued and outstanding. For
matters requiring stockholder action, by each holder of Common Stock is entitled
to cast one vote, in person or by proxy, for each share of Common Stock held by
him or her, and each holder of Series A Preferred Stock and Series B Preferred
Stock is entitled to cast, in person or by proxy, such number of votes in
respect of such shares of Series A and Series B Preferred Stock held by him or
her as shall equal the largest whole number of shares of Common Stock into which
such shares of preferred stock are then convertible pursuant to the Company's
Certificate of Incorporation.

Item 6(d). Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information concerning beneficial
ownership of Common Stock as of April 1, 2005, by any person who is known by the
Company to be the beneficial owner of more than five (5%) percent of Common
Stock, by each director of the Company, each executive officer named in the
Summary Compensation Table below, by all current directors and officers as a
group and by those persons nominated or who will be nominated to fill vacancies
on the Board of Directors of the Company as of the Resignation Date.

We know of no persons other than those identified below who beneficially own
more than 5% of the outstanding shares of Common Stock, Series A Preferred Stock
or Series B Preferred Stock as of April 1, 2005. Unless otherwise indicated in
the footnotes, each person or entity has sole voting and investment power (or
shares such powers with his or her spouse) with respect to the shares shown as
beneficially owned.

------------------------------------------------------------------------------------------------------------------
Amount and Nature of Beneficial Ownership (1)
------------------------------------------------------------------------------------------------------------------

Series A Series B
Name and Address of Common Percentage Preferred Percentage Preferred Percentage
Beneficial Owner (2) Stock of Class Stock of Class Stock of Class
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------

David R. Butler - - - - - -
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
Lance C. Jacobs 204,000 - - - - -
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
Stephen P. DeSantis 500 - - - - -
------------------------------------------------------------------------------------------------------------------

-3-

------------------------------------------------------------------------------------------------------------------

Daniel Raynor - - - - - -
60 Madison Avenue
Suite 701
New York, NY 10010
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
Todd G. Gardner - - - - - -
1100 Chiquita Center
250 East Fifth Street
Cincinnati, Ohio 45202
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
Mark T. Koulogeorge - - - - - -
The Sears Tower, Suite 9500
233 South Wacker Drive
Chicago, Illinois 60606
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
James (Jay) E. Houlihan III - - - - - -
600 Anton Blvd, Suite 1270
Costa Mesa, CA 92626
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
Retalix Ltd. (3) 38,570,998 (4) 73.4% 6,151,914(5) 99.8% 25,528,940 95.8%
10 Zarhin Street
Raanana, 43000, Israel
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
Barry Shaked - - -
10 Zarhin Street
Raanana, 43000, Israel
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
Danny Moshaioff - - -
10 Zarhin Street
Raanana, 43000, Israel
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
Eli Spirer - - -
10 Zarhin Street
Raanana, 43000, Israel
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
David N. Berg - - -
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
All directors and executive
officers as a group (8 people) 204,500 - - - - -
------------------------------------------------------------------------------------------------------------------

(1) Each beneficial owner's percentage ownership is determined by assuming that
options and other convertible securities that are held by such person and
that are exercisable and convertible within 60 days have been exercised or
converted.

(2) Unless otherwise indicated, the address for each of the indicated owners is
17752 Skypark Circle, Suite 160, Irvine, CA 92614.

-4-

(3) All shares owned by wholly-owned subsidiaries of Retalix may be deemed to be
beneficially owned by Retalix.

(4) Represents 13,042,058 shares of Common Stock which may be acquired upon
conversion of shares of Series A Preferred Stock (including 742,060 shares
of Common Stock issuable upon conversion of 350,028 shares of Series A
Preferred Stock issuable under the PIK dividend as described in the
Company's Certificate of Incorporation) and 25,528,940 shares of Common
Stock issuable upon conversion of shares of Series B Preferred Stock.

(5) Includes 350,028 shares of Series A Preferred Stock issuable under the
Series A Preferred Stock PIK dividend as described in the Company's
Certificate of Incorporation.

Item 6(e). Changes in Control

On April 1, 2005, Retalix, through Holdings, acquired control of the Company by
purchasing substantially all of the Company's outstanding Series A Preferred
Stock and Series B Preferred Stock for an aggregate purchase price of
$30,035,148. The Acquisition resulted in Retalix controlling in excess of 73% of
the outstanding voting shares of the Company. The consideration for the
Acquisition consisted of $12,857,648 in cash and 715,729 shares of Retalix
common stock valued at $17,177,500. The source of the Retalix common stock
consideration was the authorized but unissued shares of Retalix and the source
of the cash consideration was the cash reserves and working capital of Retalix.
As of April 1, 2005 Retalix beneficially owns, directly or indirectly, 99.8% of
the Series A Preferred Stock, 95.8% of the Series B Preferred Stock and 73.4% of
the Common Stock on an as-converted to Common Stock basis. Retalix assumed
control of the Company by purchasing Series A Preferred Stock and Series B
Preferred Stock from the following Selling Stockholders or their affiliates:
InnoCal II, L.P.; Blue Chip Fund IV; Environmental & Information Technology
Private Equity Fund III; Infrastructure & Environmental Private Equity Fund,
III, L.P.; Productivity Fund IV, L.P.; Productivity Fund IV Advisors Fund, L.P.;
Argentum Capital Partners II, L.P.; Argentum Capital Partners, L.P.; TCI ACP II
Limited Partners L.P.; Mark T. Koulogeorge; and Daniel Raynor.

Item 7. Directors and Executive Officers

Legal Proceedings

To the best of the Company's knowledge, there is no material proceeding to which
any director, officer or affiliate of the Company, any owner of record or
beneficially of more than five percent of any class of voting securities of the
Company, or any associate of any such director, officer, affiliate of the
Company, or security holder is a party adverse to the Company or any of its
subsidiaries or has a material interest adverse to the Company or any of its
subsidiaries.

Directors and Executive Officers

The following table sets forth information regarding our current directors and
executive officers: We anticipate the Resignation Date will be April 15, 2005,
ten days after the transmission of this Information Statement to the Company's
stockholders. On the Resignation Date Messrs. Jacobs, Houlihan, Gardner,
Koulogeorge and Raynor will resign from the Board.

-5-

Name Age Position
---- --- --------

David R. Butler 49 Director, President and Chief Executive
Officer

Lance C. Jacobs 48 Chairman of the Board and Chief Industry
Officer

James E. Houlihan III (1)(2) 48 Director

Todd G. Gardner (1)(2) 39 Director

Mark T. Koulogeorge (2) 43 Director

Daniel Raynor (1) 45 Director

Stephen P. DeSantis 43 Executive Vice President, Chief Financial
Officer and Corporate Secretary

(1) Member of Audit Committee

(2) Member of Compensation Committee

Appointees to the Board

We expect that the following persons will be appointed to the Board on the
Resignation Date.

Name Age Position
---- --- --------

Barry Shaked 48 Director

Danny Moshaioff 58 Director

Eli Spirer 49 Director

Set forth below is a brief description of the background and business experience
for the past five years of our directors and executive officers and the expected
appointees to the Board.

Lance C. Jacobs joined our Board in December 1995 and has served as our Chairman
since 1996. Mr. Jacobs was CEO from 1997 until July 2004. He currently oversees
our corporate strategic direction and is involved in key operational activities.
Mr. Jacobs has over 21 years experience in retail and retail technology. Prior
to joining us, Mr. Jacobs was President of a software and consulting firm
serving the retail industry. Mr. Jacobs started his career with The Kroger Co.,
where he was involved in a variety of disciplines within the Corporate Finance
and Corporate Operations departments. Mr. Jacobs earned a BA in Business
Administration from the University of South Florida, and earned a Masters of
Business Administration in Finance from the University of Cincinnati.

David R. Butler joined the Board of Directors in 2003 and was appointed
President and CEO in July of 2004. Mr. Butler has served as vice president of
sales for Best Software since 1996, with responsibility for all corporate sales
and marketing programs. In 1998, he was named Chief Operating Officer, and in
1999 assumed the additional position of President. Mr. Butler brings 25 years of
experience in providing business solutions to small and mid-sized firms. He was
previously director of sales for Lawson Software, and also held leadership
positions with Bachman Information Services, MAI Basic Four, and Burroughs Corp.
Mr. Butler received a BS in Finance from California State University, Fullerton.

-6-

Stephen P. DeSantis has over 20 years of financial management experience in both
the private and public sectors. In his role as our Executive Vice President,
Chief Financial Officer and Corporate Secretary, he is responsible for corporate
governance issues, SEC compliance, business planning, corporate strategic
communications, and securing financing for the Company. Mr. DeSantis also
manages the investor relations, finance, accounting, IT and human resource
departments. He began his career in 1985 with Coopers & Lybrand, LLP, in Los
Angeles. From 1989 to 1993 he held the position of Corporate Controller at
Cassette Productions Unlimited, Inc. From 1993 to 1995 he held the position of
Controller for TCI. Mr. DeSantis earned a Bachelor of Arts degree from the
University of Southern California and is a certified public accountant.
Additionally, Mr. DeSantis earned a Masters of Business Administration in
Finance and Operations Management from the University of Southern California.

James E. Houlihan III joined the Board of Directors in 2001. Mr. Houlihan has
served as General Partner and Managing Director with InnoCal Venture Capital
since 1994. Mr. Houlihan is an experienced investor and venture capital manager
working with early stage technology companies in the areas of information
technology, Internet applications, and health care information systems. Mr.
Houlihan is currently a Director of LifeMasters Supported SelfCare, Maret
Corporation and Accruent. Prior to joining InnoCal, Mr. Houlihan spent nine
years with Boston Capital Ventures (BCV), an early stage venture capital
partnership based in Boston. At BCV, he served on the Board of Directors of six
portfolio companies in the areas of software, health care and information
technology. Mr. Houlihan received a BA in Political Science from Middlebury
College and an MBA from the Boston University School of Management.

Todd G. Gardner joined the Board of Directors in 2002. Mr. Gardner has served as
Director with Blue Chip Venture Company, where he leads the firm's retail
systems investment practice, since 1996. Prior to joining Blue Chip, Mr. Gardner
spent four years at Deloitte & Touche LLP Consulting in Chicago, where he
focused on deploying information technology systems and developing performance
measurement systems. Prior to Deloitte, Mr. Gardner spent four years with PNC
Bank as a commercial lender. Mr. Gardner is an experienced investor and venture
capital manager working with early stage technology companies. Mr. Gardner is
currently a director of Atomic Dog, Feature Foods, Jay Industrial Technologies
Group, Knowlagent, SimonDelivers and Spotlight Solutions. Mr. Gardner received a
BA, Cum Laude, from DePauw University in 1987 and a MBA, Cum Laude, from Indiana
University in 1993.

Mark T. Koulogeorge has been a member of our Board of Directors since 1999. He
is a founder and Managing General Partner of MK Capital, a $150 million venture
capital firm which focuses on applied technology products and outsourced
business services. He has held this position since 2001. Mr. Koulogeorge is also
a General Partner of The Productivity Fund III and The Productivity Fund IV,
which total over $175 million in committed capital. He is a General Partner of
two other funds that are fully invested and represent over $170 million in
committed capital. For eight years, he has served as a managing director of
First Analysis Corporation, responsible for coordinating venture capital
opportunities. Mark's areas of expertise include enterprise software,
outsourcing and marketing services. As an executive officer of Eagle Industries,
a $1.5 billion Sam Zell company, he led the company through several merger and
acquisition transactions valued in excess of $1 billion. Mr. Koulogeorge is also
a director of GreatFood, Inc., Aprimo, First Choice Solutions, Go2 Call,
Knowlagent, Kontiki and Multicast. Mark was also previously with Booz Allen &
Hamilton. Mr. Koulogeorge holds an M.B.A. degree from Stanford University and a
B.A. degree in Economics from Dartmouth College.

Daniel Raynor has been a Director since 2001. Mr. Raynor is a managing partner
of The Argentum Group, a private equity firm, a position he has held since 1987.
Mr. Raynor serves on the boards of Directors of NuCo2, Inc., and COMFORCE
Corporation, both of which are reporting companies under the Exchange Act. Mr.
Raynor also serves on the boards of several privately-held technology and
business service companies, including two application software companies. Mr.
Raynor earned a Bachelors of Science in economics from The Wharton School,
University of Pennsylvania.

-7-

Barry Shaked is a founder of Retalix and has served as its President, Chief
Executive Officer and Chairman of the Board since its inception in April 1982.
From August 1975 to February 1979, Mr. Shaked served as an officer in the
Israeli Defense Forces. He attended the Computer Science School of Bar-Ilan
University from 1980 to 1983.

Danny Moshaioff has served as an Executive Vice President and Chief Financial
Officer of Retalix since December 1999. From July 1997 to December 1999, Mr.
Moshaioff served as Chief Financial Officer of Blue Square ISR and from
September 1995 to June 1997, he served as General Manager of Mashbir Mazon. Mr.
Moshaioff has served as a director of Neviot Ltd. since January 2004. Mr.
Moshaioff received a B.A. in Economics and Statistics from the Hebrew University
in 1970 and an M.B.A. from New York University in 1972.

Eli Spirer is Vice President for Customer Services of Retalix. He joined Retalix
as a programmer when the company was founded in 1982 and was made Manager of
Development for the Israeli market in 1987. In 1992 he was promoted to Vice
President for International Development. After transferring to the United States
in 1996 he served for four years as Vice President for Strategic Development,
during which he managed supermarket business and strategic alliances. In May
2000 he was made Vice President for Customer Services. Mr. Spirer graduated from
Technion, Israel Institute of Technology in 1981 with a degree in Hotel
Management, after service in the Israeli Defense Forces from 1974 to 1977.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers
and persons who own more than ten percent of a registered class of our equity
securities to file with the SEC initial reports of ownership and reports of
changes in ownership of our common stock and other equity securities and to
report any changes timely. Officers, directors and greater-than-ten-percent
stockholders are required by SEC regulations to furnish us with copies of all
Section 16(a) forms they file.

To our knowledge, based solely on review of the copies of such reports furnished
to us and written representations that no other reports were required during our
fiscal year ending 2004 or prior fiscal years, our remaining officers, directors
and greater-than-ten-percent beneficial owners complied with all Section 16(a)
filing requirements.

Certain Relationships and Related Transactions

Transactions with Management and Others

Mr. Houlihan is the managing director of InnoCal Management, L.P., the general
partner of InnoCal II, L.P., a Selling Stockholder in the Acquisition. Because
of these relationships Mr. Houlihan may be deemed to have an indirect material
interest in the Acquisition.

Mr. Raynor was a Selling Shareholder in the Acquisition and is the managing
member of Argentum Investments, L.L.C., which is the general partner of TCI ACP
II Limited Partners, L.P. and the managing member of Argentum Partners II,
L.L.C. The latter is the general partner of Argentum Capital Partners II, L.P.,
which along with TCI ACP II Limited Partners L.P. and Argentum Partners II,
L.L.C. was a Selling Stockholder in the Acquisition. Because of these
relationships Mr. Raynor may be deemed to have direct and indirect material
interests in the Acquisition.

Mr. Gardner is a director of Blue Chip Venture Company, Ltd., the general
partner of Blue Chip Capital Fund IV, L.P., a Selling Stockholder in the
Acquisition. Because of these relationships Mr. Gardner may be deemed to have an
indirect material interest in the Acquisition.

-8-

Mr. Koulogeorge was a Selling Stockholder in the Acquisition and is a general
partner of The Productivity Fund IV, L.P., also a Selling Shareholder in the
Acquisition. Because of these relationships, Mr. Koulogeorge may be deemed to
have direct and indirect material interests in the Acquisition.

Mr. Shaked, whom we expect to be appointed as a director of the Company on the
Resignation Date, is the President, Chief Executive Officer and Chairman of the
Board and a 6.4% stockholder of Retalix. Because of these relationships, Mr.
Shaked may be deemed to have an indirect material interest in the Acquisition
and the Merger.

Other Related Parties

David N. Berg, our former Chief Technology Officer, was paid $75,010 in fiscal
2004 for consulting services and related expenses in addition to severance
payments made pursuant to his employment agreement with the Company, a copy of
which is filed as Exhibit 10.8 to our annual report on Form 10-KSB filed with
the SEC on March 30, 2004.

Committees of the Board of Directors

Our Board has an Audit Committee and a Compensation Committee. The Board does
not have a nominating committee.

Nominations

The Board does not have a nominating committee or a nominating committee
charter. In the past, incumbent directors have been customarily nominated for
re-election to the Board. Currently, the members of the Board, rather than a
nominating committee, determine those persons to be nominated. The Board
believes that it is not appropriate to institute a nominating committee because
following the pending Merger, Retalix or its affiliates will be the sole
stockholders of the Company. The Company does not have a policy with regard to
consideration of any director candidates recommended by security holders. The
Board believes that not having a policy with regard to consideration of any
director candidates recommended by stockholders is appropriate at this time
because following the pending Merger Retalix or its affiliates will be the sole
stockholders of the Company.

Compensation Committee

The primary function of the Compensation Committee is to review and administer
our compensation programs and to make recommendations to our Board of Directors.
The members of the Compensation Committee during fiscal 2004 were Messrs.
Houlihan, Koulogeorge and Gardner, each of whom will resign from the
Compensation Committee and the Board on the Resignation Date. The Compensation
Committee formally met once during 2004.

Audit Committee

The primary function of the Audit Committee is to assist the Board of Directors
in fulfilling its oversight responsibilities by reviewing (1) the financial
information provided to shareholders and others, (2) systems of internal
controls established by management and the Board of Directors and (3) the audit
process. The members of the Audit Committee are Messrs. Houlihan, Gardner and
Koulogeorge, each of whom will resign from the Audit Committee and the Board on
the Resignation Date. The Audit Committee met twice during fiscal 2004.

-9-

The Board met four times during the Company's fiscal year 2004, and all
directors attended at least 75 percent of the aggregate of the total number of
Board meetings and the total number of meetings of committees on which they
served. The Company does not have a policy with respect to Board members'
attendance at the Company's annual meeting of stockholders. Two Board members
attended the Company's 2004 annual meeting.

The Board does not provide a formal process for security holders to send
communications to the Board at this time. The Board believes that it is
appropriate for the Company not to have such a process because following the
pending Merger, Retalix or its affiliates will be the sole stockholder of the
Company.

Item 8. Compensation of Directors and Executive Officers

The following table sets forth information concerning the annual and long-term
compensation earned by or paid to executive officers for services rendered in
all capacities during the fiscal years ended December 31, 2004, 2003 and 2002,
for those persons who served as (i) chief executive officer and each of our
remaining executive officers. We refer to these individuals as our "named
executive officers."

-----------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
-----------------------------------------------------------------------------------------------
Salary Bonus Securities
----------- ------------ Underlying All Other
Name and Principal Position Year ($)(1) ($) Options (#) Compensation(2)
--------------------------- ---- ------ --- ----------- ---------------

------------------------------- -------- ----------- ------------ ------------ ----------------

Lance C. Jacobs (3) 2004 243,900 - - 18,765
Chairman of the Board and
Chief Industry Officer
-------- ----------- ------------ ------------ ----------------
2003 245,311 - - 24,514
-------- ----------- ------------ ------------ ----------------
2002 240,452 100,292 - 4,156
------------------------------- -------- ----------- ------------ ------------ ----------------
David R. Butler, President 2004 150,000 - - 2,561
and Chief Executive Officer
(4)
-------- ----------- ------------ ------------ ----------------
2003 - - - -
-------- ----------- ------------ ------------ ----------------
2002 - - - -
------------------------------- -------- ----------- ------------ ------------ ----------------
Stephen P. DeSantis, 2004 195,000 - - 18,331
Executive Vice President,
Chief Financial Officer and
Corporate Secretary
-------- ----------- ------------ ------------ ----------------
2003 176,272 - - 24,587
-------- ----------- ------------ ------------ ----------------
2002 172,114 53,970 - 3,595
------------------------------- -------- ----------- ------------ ------------ ----------------
David N. Berg, Chief 2004 180,772 - - 10,465
Technical Officer and Senior
Vice President (5)
-------- ----------- ------------ ------------ ----------------
2003 173,651 - - 32,967
-------- ----------- ------------ ------------ ----------------
2002 168,300 53,199 - 3,875
------------------------------- -------- ----------- ------------ ------------ ----------------

-10-

(1) Salaries for the named executives remained constant since 2002 with the
exception of Stephen P. DeSantis, who received an increase in 2004. Mr.
DeSantis's annual base salary is $195,000.

(2) Consists of our contributions to each named executive officer's employee
benefits, 401(k) plan and term-life insurance plan.

(3) Mr. Jacobs served as Chief Executive Officer until July 1, 2004.

(4) Mr. Butler was appointed President and Chief Executive Officer effective
July 1, 2004. Mr. Butler's annual base salary is $300,000 pursuant to
his employment agreement dated May 27, 2004, which is attached as
Exhibit 10.13 to our Quarterly Report on Form 10-QSB for the quarter
ended June 30, 2004 filed with the SEC on August 13, 2004.

(5) Mr. Berg terminated his duties as an officer and employee effective July
21, 2004. Amounts paid in 2004 include severance payments made pursuant
to Mr. Berg's employment agreement.

Option/SAR Grants

During 2004, we granted the following options to the named executive officer
pursuant to the 2001 Employee Stock Option Plan and 2001 Non-Employee Stock
Option Plan.

-----------------------------------------------------------------------------------------
OPTION GRANTS IN LAST FISCAL YEAR
-----------------------------------------------------------------------------------------
Individual Grants
------------------ ------------------ ----------------- ------------------ --------------
Number of Percent of
securities total options
underlying granted to
options granted employee in Exercise of base Expiration
Name (#) fiscal year price ($/Sh) date
(a) (b) (c) (d) (e)
------------------ ------------------ ----------------- ------------------ --------------

David R. Butler 5,385,359 100% $0.05 10/19/14
------------------ ------------------ ----------------- ------------------ --------------

Options Exercised

Our named executives did not exercise any stock options during the fiscal year
ended December 31, 2004. The following table sets forth the number of and value
of the named executive officers' unexercised options at year-end based upon an
estimated fair market value of $0.05 per share. We determined the estimated fair
market value in good faith as of December 31, 2004. The value of unexercised
in-the-money options at December 31, 2004 represents an amount equal to the
difference between the estimated fair market value of the common stock and the
option exercise price, multiplied by the number of unexercised in-the-money
options. On the date of the Acquisition, all outstanding options were
terminated.

-------------------------------------------------------------------------------------------
OPTIONS EXERCISED IN LAST FISCAL YEAR

-------------------------------------------------------------------------------------------
Number of Securities Underlying Value of Unexercised
Unexercised Options at in-the-money Options at
December 31, 2004 December 31, 2004
-------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
-------------------------------------------------------------------------------------------

David R. Butler 20,833 5,364,526 - -
-------------------------------------------------------------------------------------------

-11-

Lance C. Jacobs 2,350,451 246,793 - -
-------------------------------------------------------------------------------------------
Stephen P. DeSantis 1,134,919 101,115 - -
-------------------------------------------------------------------------------------------
David N. Berg - - - -
-------------------------------------------------------------------------------------------

Compensation of Directors

Non-employee directors earn an option to purchase 1,000 shares of our common
stock for each board meeting attended. Directors are also reimbursed for their
reasonable out-of-pocket expenses incurred in connection with business relating
to us. Pursuant to our 1993 Non-Employee Directors' Stock Option Plan and 2001
Non-Employee Directors' Stock Option Plan, (collectively the "Directors' Plans")
each non-employee director receives upon the date of initial election to the
Board of Directors an option to purchase 10,000 shares of our common stock. On
the date immediately following our annual stockholders meeting of each year,
each non-employee director who has been a non-employee director for at least
three months prior to such date, receives an additional option to purchase 5,000
shares of our common stock. All options granted under the Directors' Plans are
100% vested on the date of grant. Exercise prices for each option granted are
equal to the fair market value of our common stock on the date of granted. In
connection with the Acquisition, all outstanding options were cancelled, as
described on page 13 of this Information Statement under the caption
"Compensatory Arrangements in Connection with the Acquisition".

On November 11, 2003, we retained David Butler as a non-employee member of our
Board of Directors. At the approval of our board, the following compensation
terms were granted: In the capacity of director, he received an annual retainer
of $5,000, an additional $1,250 per Board meeting, paid in cash and a one time
stock option grant of 125,000 to be issued in 2004. In July, 2004, Mr Butler was
appointed as our CEO at which point Mr. Butler became an employee director for
which there is no additional compensation. Through the date of Mr. Butler's
appointment as our CEO, Mr. Butler retained 20,833 options, the vested portion
of his one-time stock option grant.

Employment Agreements

We have entered into Employment Agreements with Mr. Jacobs, Chairman of the
Board and Chief Industry Officer, Mr. Butler, President and Chief Executive
Officer and Mr. DeSantis, Executive Vice President, Chief Financial Officer and
Secretary. The agreements for Mr. Jacobs and Mr. DeSantis took effect on January
1, 2003 and continue indefinitely until terminated. The agreement for Mr. Butler
took effect on July 1, 2004 and continues indefinitely until terminated. The
agreements provide for:

o Annual base salaries in the amounts of $300,000 for Mr.
Butler, $243,900 for Mr. Jacobs and $175,000 for
Mr. DeSantis.

o Participation in our bonus plan, established each year by
our Compensation Committee for management employees.

o Mr. Jacobs and Mr. DeSantis receive $500,000 in term life
insurance.

o Fully paid health insurance for the employee and the
employee's immediate family.

The agreements also provide for severance benefits upon employee's termination
without cause, or in the event the employee voluntary resigns following a
material negative change in job position, including the following:

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o Continued payment of employee's base salary for a period
of twelve (12) months.

o Payment of amounts that would otherwise become due under
the bonus plan for management employees, prorated to the
effective date of termination.

o Continued coverage under the Company's health insurance
plans for a period of twelve (12) months.

o Continued coverage under the life insurance plan for a
period of twelve (12) months.

o The ability of the employee to exercise their vested stock
options for a period of 270 days following the effective
date of termination.

The agreements also contain customary provisions relating to confidentiality,
noncompetition, proprietary rights and dispute resolution.

Severance Agreement for David N. Berg

Our former Chief Technology Officer David N. Berg terminated his duties as an
officer and employee of the Company effective July 21, 2004. In connection with
his termination, we agreed to provide Mr. Berg with severance benefits,
including continued payment of his base salary through July 21, 2005, payment of
premiums of a life insurance policy and other benefits as defined by his
employment agreement filed with the SEC as Exhibit 10.8 to our annual report on
Form 10-KSB on March 30, 2004. In addition, Mr. Berg has agreed not to engage or
become financially interested in, be employed by, or have any connection with,
any competitor of the Company. The agreement also contains customary provisions
relating to confidentiality, proprietary rights and dispute resolution.

Compensatory Arrangements in Connection with the Acquisition

Stock Options. The Acquisition affected the Company's outstanding stock options
as follows:

o All vested stock options were cancelled in return for a
cash payment equal to the number of vested option shares
multiplied by the difference between $0.132 per share (the
price to be paid per share of Common Stock) and the
"deemed exercise price" of $0.0075 per share. Pursuant to
this cancellation and payment, Mr. Jacobs received
$293,499 and Mr. DeSantis received $129,090.

o All unvested stock options, except unvested stock options
held by certain directors, were cancelled without payment
of any consideration as a result of the Acquisition.

o All unvested stock options held by Mr. Butler, Mr. Raynor,
Mr. Gardner, Mr. Koulogeorge and Mr. Houlihan were deemed
to be vested and were cancelled together with all other
previously vested stock options in return for a cash
payment equal to the number of vested option shares
multiplied by the difference between $0.132 per share and
the "deemed exercise price" of $0.0075 per share. Pursuant
to this cancellation and payment, Mr. Butler received
$672,466, Mr. Raynor received $ 3,871, Mr. Gardner
received $3,122, Mr. Koulogeorge received $6,119 and Mr.
Houlihan received $3,122.

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On October 27, 2004 the Company commenced a tender offer (the "Tender Offer")
pursuant to which the Company offered to exchange all outstanding options
granted to our employees and directors under our 1993 Equity Incentive Plan,
1993 Non-Employee Directors' Stock Option Plan, 2001 Equity Incentive Plan and
2001 Non-Employee Directors' Stock Option Plan for new options we planned to
grant under the 2001 Equity Incentive Plan and 2001 Non-Employee Directors'
Stock Option Plan. New options issued by the Company pursuant to the Tender
Offer would have vested according to the same schedule as the old options which
were tendered by holders. The Company planned to issue the new options on or
about May 30, 2005.

Pursuant to the Acquisition, options which had been tendered in Tender Offer and
would have been vested as of April 1, 2005 were paid a cash bonus equal to the
number of option shares multiplied by the difference between $0.132 per share
and $0.0075 per share. Options which had been tendered in the Tender Offer but
would have been unvested as of April 1, 2005 were treated as unvested and no
consideration was paid.

Severance Arrangements for Named Executive Officers

In connection with the Acquisition, the following named executive officers
entered into additional severance arrangements with the Company as follows:

Stephen P. DeSantis. Mr. DeSantis shall be entitled to a severance payment in
the amount of twelve months' salary and twelve months continued benefits, plus a
pro-rated bonus beginning June 30, 2005, provided that Mr. DeSantis remains
employed by the Company through June 30, 2005 or is terminated without cause (as
defined in his employment agreement with the Company) prior to June 30, 2005 (in
which case he will receive such amounts upon his termination). If Mr. DeSantis
is terminated for cause, as defined in his employment agreement, or if he
resigns prior to June 30, 2005, he will not be entitled to the aforementioned
severance and benefits. Mr. DeSantis shall be entitled to a bonus of $39,000 if
he remains employed through June 30, 2005 or is terminated by the Company
without cause prior to June 30, 2005. Mr. DeSantis shall also be entitled to a
bonus of $19,500 for each quarter he remains employed with the Company after
June 30, 2005, which bonus shall be pro-rated for partial periods, if any.
Payments under the above-described severance arrangement are intended to be in
lieu of, and not in addition to, payments and benefits Mr. DeSantis would
otherwise be entitled to under his employment agreement.

David R. Butler. Mr. Butler shall be entitled to a severance payment equal to
twelve months' salaray, as well as twelve months continued benefits, beginning
April 1, 2006, provided that Mr. Butler remains employed by the Company through
April 1, 2006 or is terminated without cause (as defined in his employment
agreement with the Company) prior to April 1, 2006 (in which case he will
receive such severance amounts upon his termination). If Mr. Butler resigns
prior to April 1, 2006 or is terminated for cause, then Mr. Butler will not be
entitled to the severance and benefits described above. Mr. Butler shall be
entitled to a bonus of $75,000 (if he remains employed through June 30, 2005 or
is terminated without cause by the Company prior to June 30, 3005). Mr. Butler
shall also be entitled to a bonus of $37,500 for each quarter he remains
employed with the Company after June 30, 2005, which bonus shall be pro-rated
for partial periods. Payments under the above-described severance arrangement
are intended to be in lieu of, and not in addition to, payments and benefits Mr.
Butler would otherwise be entitled to under his employment agreement.

Severance costs to be paid pursuant to the Company's severance agreements will
not reduce the consideration payable to holders of Common Stock in the Merger.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this information statement to be signed on its
behalf by the undersigned hereinto duly authorized.

Dated: April 5, 2005 TCI Solutions, Inc.

By: /s/ Stephen P. DeSantis
-----------------------------------
Name: Stephen P. DeSantis
---------------------------------
Title: Executive Vice President, Chief
Financial Officer and Secretary
--------------------------------

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