THE EMPLOYMENT AGREEMENT (this "Agreement"), dated as of January 5, 2004, is entered into by and
between THE MANAGEMENT NETWORK GROUP, INC., a Delaware corporation (the "Company"), with
offices at 7300 College Boulevard, Overland Park, Kansas 66210, and RICHARD P. NESPOLA, an individual
("Employee"), principally employed at 7300 College Boulevard, Suite 302, Overland Park, Kansas 66210.
The Company wishes to obtain the services of Employee and Employee wishes to perform such services on the
terms and conditions contained herein.
Therefore, the parties hereby agree as follows:
1. EMPLOYMENT. Subject to the terms and conditions of this Agreement, effective as of January 5, 2004 (the
"Effective Date"), the Company hereby continues to employ Employee as Chairman, President and Chief
Executive Officer of the Company to perform the duties described in Section 4 hereof.
2. TERM. The term of this Agreement shall begin on the Effective Date and will continue until the first anniversary
thereof. On the first anniversary of the Effective Date and each anniversary thereafter, the term of this Agreement
shall be automatically extended for an additional twelve (12) months unless either party otherwise elects by notice
in writing delivered to the other by at least ninety (90) days prior thereto. The term of this Agreement shall be
subject to earlier termination pursuant to the provisions of Section 7 or 8 hereof. The period from the Effective
Date until the date of termination of employment pursuant to this Agreement is herein referred to as the "Term."
3.1 SALARY. Subject to the adjustment provisions herein, Employee shall be paid $21,826.92 in biweekly
installments based upon an annual base salary of $567,000. For each fiscal year of the Term commencing on or
after January 1, 2005, Employee's annual base salary for such fiscal year may be increased or decreased by such
amounts as determined by the Board of Directors of the Company, pr