EXHIBIT 10.20

                              EMPLOYMENT AGREEMENT


     THIS  EMPLOYMENT  AGREEMENT (this  "AGREEMENT"),  dated as of December    ,
                                                                            ---
2003,  is entered  into by and between THE  MANAGEMENT  NETWORK  GROUP,  INC., a
Delaware  corporation (the "COMPANY"),  with offices at 7300 College Boulevard -
Suite 302,  Overland  Park,  Kansas  66210,  and  DONALD  KLUMB,  an  individual
("EMPLOYEE"), residing at 4145 W. 124th Terrace, Leawood, Kansas 66209.

                                    RECITALS

     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 December    , 2003 (the  "EFFECTIVE  DATE"),  the Company hereby
                         ---
continues  to employ  Employee  as Chief  Financial  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 December 31, 2005 unless  extended on terms mutually  agreed
upon between Employee and the Company or unless earlier  terminated  pursuant to
the provisions of Section 7 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. COMPENSATION.

          3.1 SALARY.  Subject to the  adjustment  provisions  herein,  Employee
     shall be paid  biweekly  installments  based upon an annual  base salary of
     $250,000.  The Company may adjust Employee's base salary at any time in its
     sole discretion to reflect Employee's performance;  PROVIDED, HOWEVER, that
     Employee's  base  salary  shall at no time be less  than the  minimum  base
     salary set forth in the first  sentence  of this  paragraph.  Amounts  paid
     pursuant to this Section 3.1 are hereinafter referred to as "BASE SALARY."

          3.2 BONUS.  In addition to Employee's  Base Salary,  Employee shall be
     eligible  to  participate  in the  Company's  bonus pool for  partners  and
     executive officers ("Bonus") as duly approved by the compensation committee
     of the Company's Board of Directors ("Board").

          3.3 OTHER COMPENSATION.  As a part of Employee's compensation package,
     the Chief Executive  Officer of the Company shall  periodically (and in any
     event,   annually)  review   Employee's   compensation  and  consider  such
     modifications as may be appropriate for the Chief Financial  Officer of the
     Company.  In connection with such review,  the Chief Executive  Officer may
     consider extraordinary bonuses and other forms of compensation to Employee.

     4. DUTIES.  Employee  shall,  during the term hereof,  be an officer of the
Company and have the title of Chief Financial Officer of the Company,  and shall
perform such duties as and have such  authority as are  customary  and usual for
such  position  and as may be  directed  by the Chief  Executive  Officer of the
Company  unless  Employee  believes  such  duties  require  him to do  something
unlawful,  in which case Employee agrees to bring the matter to the attention of
the  Company  as  soon  as  is  reasonably  practicable.  Without  limiting  the
generality of the foregoing:

          4.1 FULL TIME.  Employee  shall devote  Employee's  full working time,
     ability  and  attention  to the  business  of the  Company  and  shall,  in
     accordance with the highest  ethical and  professional  standards,  seek to
     maximize the financial  success of the  Company's  business and to optimize
     the goodwill and reputation of the Company within its industry and with its
     customers. During the term of this Agreement,  Employee agrees that he will
     not become  involved in the active  ownership or management of any business
     enterprise   that  will  interfere  with  the  performance  of  his  duties
     hereunder.  Employee further warrants that he will not engage,  directly or
     indirectly,  in any other  business  activity  (whether  or not pursued for
     pecuniary  advantage)  that is or may be in  conflict  with,  or that might
     place him in a  conflicting  position to, that of the Company.  So that the
     Company  may be aware of the extent of any other  demands  upon  Employee's
     time and  attention,  Employee  shall disclose in confidence to the Company
     the  nature  and scope of any  other  business  activity  in which he is or
     becomes  engaged  during his  employment  with the  Company.  Employee  has
     disclosed  to  Company  his   involvement  in  the  management  of  certain
     family-owned  businesses,  Ultra Rev, Inc. and F. P. Furlong Company, Inc.,
     and Company  hereby  consents to Employee's  continued  involvement in such
     businesses,  so long as such  involvement  does not  materially  affect the
     ability of Employee to discharge his responsibilities to Company under this
     Agreement.  Employee  also  warrants that he is not a party to any valid or
     binding  agreement or legal  relationship  whose  performance  or execution
     would  interfere with the  performance of his duties under this  Agreement.
     Employee may serve as a director of other corporations or entities with the
     prior approval of the Chief Executive  Officer,  which approval will not be
     unreasonably withheld.

          4.2 REPORTING. Employee shall report to the Chief Executive Officer of
     the Company.

     5. EXPENSES.  Subject to such rules and procedures as the Company from time
to time specifies,  the Company shall reimburse  Employee on a monthly basis for
reasonable business expenses  necessarily  incurred in the performance of Duties
under this Agreement.

     6.  BENEFITS.  Except as  otherwise  set forth  herein,  Employee  shall be
entitled to fringe benefits and paid time off as set forth below.

          6.1  PARTICIPATION  IN  EMPLOYEE  BENEFIT  PLANS.  Employee  shall  be
     eligible  to  participate  in any health,  disability,  and group term life
     insurance  plans or other  perquisites and fringe benefits that the Company
     extends  generally  from time to time to  employees  of the  Company at the
     level  of  Partner.  These  benefits  described  in  this  Section  6.1 are
     collectively referred to herein as "Fringe Benefits".

          6.2 PAID TIME OFF. Employee shall be eligible for Personal Time Off in
     accordance  with the Company's  Personal Time Off policy then in effect and
     applicable to Partners of the Company.

     7. TERMINATION .

          7.1  TERMINATION  BY THE  COMPANY DUE TO DEATH OR  DISABILITY.  In the
     event  of  Employee's  death  during  the  Term,  this  Agreement  and  the
     employment of Employee  hereunder shall terminate  automatically  as of the
     date of death,  except that  Sections  9, 10, 11, 12, and 13 shall  survive
     such  termination.  In the event of Employee's  Disability (as  hereinafter
     defined)  for ninety  (90)  consecutive  calendar  days or one  hundred and
     twenty (120)  calendar days in the aggregate  during any twelve (12) months
     of the Term,  the  Company  shall  have the  right,  by  written  notice to
     Employee,  to  terminate  this  Agreement  and the  employment  of Employee
     hereunder  as of the date of such notice,  except that  Sections 9, 10, 11,
     12, and 13 shall survive such termination. "DISABILITY" for the purposes of
     this Agreement shall (A) be determined by an independent physician selected
     by the Company and (B) mean Employee's  physical or mental disability so as
     to   render   Employee   substantially   incapable,    despite   reasonable
     accommodations,  of carrying out Employee's duties under this Agreement. In
     the event of  termination  pursuant to this Section 7.1, the Company  shall
     not be under  any  further  obligation  to  Employee  hereunder  except  to
     promptly pay Employee (i) salary and benefits (and Bonuses, if any) accrued
     and payable up to the date of termination,  (ii) reimbursement for expenses
     accrued and payable under Section 5 hereof, and (iii) if the termination is
     due to  Disability,  payment of Employee's  monthly Base Salary on the last
     regularly  scheduled payroll of each of the 3 months immediately  following
     termination  and  payment of the premium  for any COBRA  benefits  Employee
     elects  through  Company  for a  period  of six  months  from  the  date of
     termination.

          7.2  TERMINATION  BY THE COMPANY DUE TO CAUSE.  The Company shall have
     the right to discharge  Employee and terminate this Agreement for Cause (as
     hereinafter defined) during the Term by written notice to Employee and this
     Agreement shall be deemed terminated as of the date of such notice,  except
     that Sections 9, 10, 11, 12, and 13 shall survive such termination. For the
     purpose of this Agreement,  "CAUSE" shall mean, in the Company's good faith
     belief:

               (i) The  committing of any criminal act under  federal,  state or
          local law, where such act would be a) a felony or b) a crime involving
          moral turpitude which, in the reasonable judgment of the Company,  has
          materially interfered or will materially interfere with the ability of
          Employee to perform his duties hereunder,  or has caused or will cause
          material  harm to the  Company or its  business;  provided  that,  for
          purposes  of  this  provision,  a  finding  of  guilt  and/or  plea of
          guilty/nolo contender (no contest) is sufficient but not necessary.

               (ii) The breach of any  provision of this  Agreement,  including,
          but not limited to, by acting  dishonestly  or  negligently  regarding
          Employee's performance hereunder,  and Employee's failure to cure such
          breach within ten (10) business days of written notice from Company.

               (iii)  The  failure  to  perform  Employee's  duties  under  this
          Agreement  (other  than for  reasons  related  to  illness,  injury or
          temporary disability).

               (iv) The material  violation of any  applicable  local,  state or
          federal law relating to discrimination or harassment.

               (v) The material violation of Company's policies and/or practices
          applicable to those at Employee's  level,  including,  but not limited
          to,  its  employment  policies  and/or  practices,  including  but not
          limited to  non-discrimination,  anti-harassment  and  non-retaliation
          policies and practices.

               (vi) The taking of any action,  whether  intentionally or not, or
          failure  to  act,  where  such   action/inaction  has  the  effect  of
          materially  undermining or harming the Company,  its  management,  its
          business, its reputation or its customers/clients/employees.

               (vii) The  failure to comply  with any oral or written  report or
          directive of the  Company,  which  failure is not remedied  within ten
          (10) business days of written notice from Company regarding same.

          In the  event of a  termination  pursuant  to this  Section  7.2,  the
     Company shall not be under any further  obligation  to Employee  hereunder,
     except to promptly pay Employee (a) salary and benefits  (and  Bonuses,  if
     any) accrued and payable up to the date of termination,  (b)  reimbursement
     for expenses accrued and payable under Section 5 hereof,  and (c) any other
     benefits required by applicable law (e.g. COBRA), if eligible.

          7.3 TERMINATION BY THE COMPANY OTHER THAN DUE TO DEATH,  DISABILITY OR
     CAUSE.  This  Agreement  and the  employment  of Employee  hereunder may be
     terminated by the Company  other than due to death,  Disability or Cause by
     giving at least  thirty (30) days prior  written  notice to the Employee at
     any time during the Term and such termination  shall be effective as of the
     date of termination stated in such notice,  except that Sections 9, 10, 11,
     12, and 13 shall  survive such  termination.  In the event of a termination
     pursuant to this Section  7.3,  the Company  shall not be under any further
     obligation  to Employee  hereunder,  except to promptly  pay  Employee  (i)
     salary and  benefits  (and  Bonuses,  if any) accrued and payable up to the
     date of termination,  (ii)  reimbursement  for expenses accrued and payable
     under Section 5 hereof,  and (iii)  Severance  Benefits (as defined  below)
     pursuant to Section 7.4.

          7.4 SEVERANCE  BENEFITS.  For purposes of this  Agreement,  "SEVERANCE
     BENEFITS"  shall mean (i) six (6) months of Employee's  Base Salary payable
     on the  last  regularly  scheduled  payroll  of each  of the  six (6)  full
     calendar months following termination,  and (ii) payment of the premium for
     any COBRA  benefits  Employee  elects  through  Company for a period of six
     months from the date of termination.

          7.5  TERMINATION  BY EMPLOYEE.  The  Employee  shall have the right to
     terminate Employee's  employment under this Agreement by giving thirty (30)
     days prior written notice to the Company at any time, and such  termination
     shall be  effective  as of the date of  termination  stated in such notice,
     except that Sections 9, 10, 11, 12, and 13 shall survive such termination.

               (a)   TERMINATION  BY  EMPLOYEE   OTHER  THAN  FOR   CONSTRUCTIVE
          TERMINATION.  In the event Employee  terminates  employment under this
          Section  7.5 for  other  than  Constructive  Termination  (as  defined
          below),  the  Company  shall not be under any  further  obligation  to
          Employee  hereunder,  except to promptly  pay  Employee (i) salary and
          benefits (and  Bonuses,  if any) accrued and payable up to the date of
          termination,  and (ii)  reimbursement for expenses accrued and payable
          under Section 5 hereof.

               (b)  TERMINATION  BY  EMPLOYEE  FOR   CONSTRUCTIVE   TERMINATION.
          Notwithstanding   anything  in  this  Agreement  to  the  contrary,  a
          "CONSTRUCTIVE TERMINATION" will be deemed to have occurred pursuant to
          this Section 7.5 if there should occur the following:

                    (i) a material adverse change in Employee's position causing
               it to be of  materially  less stature or  responsibility  without
               Employee's written consent,  and such a materially adverse change
               shall in all  events  be deemed  to occur if  Employee  no longer
               serves as Chief Financial  Officer,  unless Employee  consents in
               writing to such change;

                    (ii)  a  relocation   of  Employee's   principal   place  of
               employment by more than 50 miles without Employee's consent;

                    (iii) a breach of any provision of this Agreement by Company
               and failure to cure such breach  within ten (10) business days of
               written notice from Employee.

          In the event Employee  terminates his employment due to a Constructive
          Termination,  the Company shall not be under any further obligation to
          Employee hereunder,  except to pay Employee within thirty (30) days of
          such termination (i) salary and benefits (and Bonuses, if any) accrued
          and  payable up to the date of  termination,  (ii)  reimbursement  for
          expenses  accrued  and  payable  under  Section  5  hereof,  and (iii)
          Severance Benefits pursuant to Section 7.4.

Upon  termination  due to a Change of Control or Constructive  Termination,  for
ninety (90) days following  termination,  Employee agrees to provide  reasonable
cooperation  to the Company at the  Company's  expense in winding up  Employee's
work  for the  Company  and  transferring  that  work to  other  individuals  as
designated  by the Company.  Upon  termination  for any reason other than Death,
Disability,  Change of Control or Constructive Termination, for thirty (30) days
following termination,  Employee agrees to provide reasonable cooperation to the
Company at the Company's  expense in winding up Employee's  work for the Company
and  transferring  that work to other  individuals as designated by the Company.
Employee  also agrees  reasonably  to  cooperate  with the Company at  Company's
expenses  in  litigation  as  requested  by the  Company;  provided  that,  such
cooperation  does  not  harm  or  conflict  with  Employee's  interests  in such
litigation,  if any,  and  Employee is provided  reasonable  notice so as not to
interfere with Employee's other work or employment obligations.

To be  eligible  for any  Severance  Benefits  payments  under  this  Section 7,
Employee  must (i)  execute  and  deliver  to the  Company a final and  complete
release in a form that is  acceptable  and  approved by the  Company  after good
faith negotiation with Employee, and (ii) in the Company's good faith belief, be
in full  compliance  with the provisions of Sections 9 and 11 hereof at the time
of any such payment.

     8. CHANGE IN CONTROL  BENEFITS.  Should there occur a Change in Control (as
defined below), the following provisions shall become applicable:

          8.1  During the period  (if any)  following  a Change in Control  that
     Employee shall continue to provide services under this Agreement,  then the
     terms and  provisions of this  Agreement  shall  continue in full force and
     effect.

          8.2  Notwithstanding any other provision of Section 7, in the event of
     (a) a termination by the Company pursuant to Section 7.3 at any time within
     twelve  (12)  months  after a  Change  in  Control,  or (b) a  Constructive
     Termination  pursuant to Section 7.5 at any time within  twelve (12) months
     after a Change in Control,  the Company  shall pay Employee  within  thirty
     (30) days of such event (i)  salary  and  benefits  (and  Bonuses,  if any)
     accrued and payable up to the date of such event,  (ii)  reimbursement  for
     expenses  accrued and payable under Section 5 hereof,  and (iii)  Severance
     Benefits pursuant to Section 7.4, provided that, such payment shall be made
     in one lump sum as opposed to in monthly installment.

          8.3 For  purposes of this  Section 8, a "CHANGE OF  CONTROL"  shall be
     deemed to occur upon the earlier to occur of an event described  below, the
     Company  entering a definitive  agreement to  accomplish a  transaction  or
     event  as  described  below,  or a vote  of the  directors  of the  Company
     approving  a  definitive  agreement  for  such a  transaction  or  event as
     described below:

               (a) the sale, lease,  conveyance or other disposition of at least
          fifty  percent  (50%)  of  the  Company's  assets  as an  entirety  or
          substantially as an entirety to any person, entity or group of persons
          acting in concert other than in the ordinary course of business;

               (b) any  transaction  or series  of  related  transactions  (as a
          result of a tender offer,  merger,  consolidation  or otherwise)  that
          results  in any Person (as  defined in Section  13(h)(8)(E)  under the
          Securities  Exchange Act of 1934)  becoming the  beneficial  owner (as
          defined  in Rule 13d-3  under the  Securities  Exchange  Act of 1934),
          directly or indirectly, of more than 50% of the aggregate voting power
          of all classes of common equity of the Company,  except if such Person
          is (i) a subsidiary of the Company,  (ii) an employee stock  ownership
          plan for  employees  of the Company or (iii) a company  formed to hold
          the Company's  common equity  securities,  provided  that, at the time
          such  company  became  such  holding  company,  substantially  all the
          stockholders   of  the  Company   comprise   such  holding   company's
          stockholders  and hold at least a majority of the voting power of such
          holding company;

               (c) a merger (in which the Company is not the surviving operating
          entity),  consolidation,  liquidation  or  dissolution  of  Company or
          winding up of the business of the Company.

     9. RESTRICTIONS.

          9.1 NON-DISCLOSURE.  During and after the Term, Employee agrees to use
     best efforts and exercise utmost  diligence to protect and to safeguard the
     trade secrets and/or any confidential or proprietary information concerning
     the Company or its business or any  Affiliates  of the Company  (including,
     without  limitation,  trade  secrets,  plans,  processes,  customer  lists,
     contracts and  compilations  of  information,  records and  specifications)
     which comes to Employee in the course of Employee's employment and which is
     not  (independent  of disclosure by Employee)  public  knowledge or general
     knowledge  in  the  trade.  Employee  agrees  not  to  disclose  any of the
     Company's trade secrets and/or confidential  information and/or proprietary
     information except as required in the course of Employee's  employment with
     the Company or by legal process,  in which case, Employee agrees to provide
     the Company with as much notice as is reasonably  practicable  in the event
     the Company wishes to intervene to protect its rights.  Employee agrees not
     to use Company's  trade secrets  and/or  confidential  information  and /or
     proprietary information, directly or indirectly, for Employee's own benefit
     or for the benefit of another.  All files,  records,  documents,  drawings,
     specifications,  memoranda,  notes,  or  other  documents  relating  to the
     business of the Company,  whether  prepared by Employee or otherwise coming
     into Employee's possession,  shall be the exclusive property of the Company
     and shall be delivered to the Company and not reproduced and/or retained by
     Employee  upon   termination  of  Employee's   employment  for  any  reason
     whatsoever or at any other time upon request of the Company.

          9.2 NON-SOLICITATION.  During the period of Employee's employment, and
     for a  period  of one  (1)  year  following  the  date  of  termination  of
     Employee's employment,  the Employee shall not directly or indirectly,  for
     himself or for any third party, except as otherwise agreed to in writing by
     the Company:

               (a) Contact,  solicit,  advise,  consult or do business  with any
          Customer (as  hereinafter  defined) with which Employee has had direct
          contact during , and arising from, his employment by the Company,  for
          the purpose of causing such Customer to purchase,  or otherwise obtain
          products or services  which are similar to or in any way compete  with
          the products or services sold or provided by the Company, or

               (b)  Induce,  or  attempt  to  induce,  any  Customer  with which
          Employee has had direct  contact during the term of, and arising from,
          his  employment  by the  Company,  to cancel,  diminish,  decrease  or
          curtail any business relationship,  contractual or otherwise, with the
          Company, or

               (c)  Contact,  solicit,  induce or attempt to induce or influence
          any  employee,  independent  contractor  or agent of any  Customer  or
          Company to terminate his or her employment,  engagement or contractual
          relationship with such Customer or Company, or

               (d)  Employ or hire any  person who is  employed  by the  Company
          (whether  as  an  employee  or an  independent  contractor)  with  any
          business  or other  entity  that is engaged in the  industry  in which
          Company is involved.

          9.3  COVENANTS  AGAINST  COMPETITION.  During the period of Employee's
     employment,  and  for a  period  of one  (1)  year  following  the  date of
     Employee's  termination  of  employment,  the Employee shall not within the
     Restricted  Area (as  hereinafter  defined),  directly or  indirectly as an
     employee, employer,  consultant,  agent, principal,  partner,  shareholder,
     corporate  officer,  director or through any other kind of ownership (other
     than  ownership  of  securities  of  publicly  held  corporations  of which
     Employee owns less than five (5%) percent of any class of securities) or in
     any other representative or individual capacity:

               (a) Assist or have an interest  (whether or not such  interest is
          active), in any person, firm, partnership, association, corporation or
          business  organization,  entity or  enterprise  that is or is about to
          become  directly or  indirectly  engaged in, any  business or activity
          (whether  such  enterprise  is in  operation  or in  the  planning  or
          development  stage) that provides,  sells,  distributes or markets any
          products or  services  that  compete in any manner  with the  business
          conducted by Company.

               (b)  Enter  into  the  employment  of or  act  as an  independent
          contractor or agent for or advisor or consultant to, any person, firm,
          partnership, association, corporation or business organization, entity
          or  enterprise  that is or is about to become  directly or  indirectly
          engaged in, any business or activity  (whether  such  enterprise is in
          operation  or in the  planning or  development  stage) that  provides,
          sells, distributes or markets any products or services that compete in
          any manner with the business conducted by Company.

     Notwithstanding any other provisions herein, in the event of a Constructive
     Termination  pursuant to Section 7.5 at any time within  twelve (12) months
     following a Change in Control, this Section 9.3 shall not apply.

          9.4 DEFINITIONS.

               "CUSTOMER" shall mean any individual,  corporation,  partnership,
          joint venture or other entity, or successors thereof, which has either
          (i) purchased or contracted for services or products by or through the
          Company at any time  within one (1) year prior to the  termination  of
          Employee's  employment  with the  Company,  or (ii) has been  directly
          solicited  by  the  Company   within  six  (6)  months  prior  to  the
          termination of Employee's  employment with the Company,  regardless of
          whether the Employee shall have direct  contact with such  individual,
          corporation, partnership, joint venture or entity.

               "RESTRICTED AREA" shall mean  collectively  Canada and the United
          States of America.

               "RESTRICTIONS"  shall mean the terms and  covenants  of  Sections
          9.1, 9.2 and 9.3, collectively.

          9.5 ENFORCEABILITY OF AGREEMENT.

               (a)  REASONABLENESS OF RESTRICTIONS.  Employee has carefully read
          and considered the  Restrictions  and, having done so, agrees that the
          Restrictions  (including,  but not  limited  to,  the time  period  of
          restriction  and the  geographical  areas  of  restriction  set  forth
          herein) are fair and reasonable  and are  reasonably  required for the
          protection  of  the  interests  of  Company,  its  owners,   officers,
          directors and other  employees.  Employee has had the  opportunity  to
          consult with an attorney prior to the execution of this Agreement, and
          freely executes this Agreement either (i) following such  consultation
          and with the advice of his attorney, or (ii) after freely waiving such
          right to  consult  with an  attorney  prior to the  execution  of this
          Agreement.

               (b)  SEVERABILITY.   In  the  event  that,   notwithstanding  the
          foregoing, any part of the Restrictions shall be held to be invalid or
          unenforceable, the remaining parts thereof shall nevertheless continue
          to be valid and  enforceable  as though the  invalid or  unenforceable
          parts had not been included therein. Notwithstanding the foregoing, it
          is  the  intent  and  agreement  of  Company  and  Employee  that  the
          Restrictions shall be given the maximum force,  effect and application
          permissible under law.

               (c)  TIME  PERIOD.  In  the  event  that  a  Court  of  competent
          jurisdiction  shall determine by final judgment that the scope or time
          period  of any of the  Restrictions  is too  broad  to be  capable  of
          enforcement,  such court is authorized to modify such covenants and to
          enforce them to the full scope and extent and for the full time period
          that the Court deems just and equitable.

               (d) PASSIVE INTEREST.  The Restrictions shall not be construed to
          limit in any manner  Employee's right to maintain a passive  ownership
          interest  of less than five (5%)  percent of any class of  outstanding
          securities  in any  entity,  the  securities  of which are traded on a
          national exchange, which may compete with Company, so long as Employee
          shall  not have the  right or power to elect a member  of the Board of
          Directors of such entity or to  otherwise  control the actions of such
          entity.

     10. REMEDIES.

          10.1  REMEDIES  CUMULATIVE.  Nothing  herein  contained is intended to
     waive or diminish  any rights the Company or Employee may have at law or in
     equity at any time to protect and defend its legitimate  property interests
     including  its business  relationship  with third  parties,  the  foregoing
     provisions  being  intended to be in addition to and not in  derogation  or
     limitation  of any other  rights the Company or Employee may have at law or
     in equity.

          10.2 INJUNCTIVE RELIEF.  Employee hereby  acknowledges and agrees that
     Company would be irreparably  injured, the value of the business of Company
     would  be   irreparably   damaged  and  Company  could  not  adequately  be
     compensated  by  monetary   damages,   if  Employee  were  to  violate  the
     Restrictions. Employee covenants and agrees that, if Employee shall violate
     any  of  the  Restrictions,  Company  specifically  shall  be  entitled  to
     injunctive and other equitable  relief to enjoin  Employee's  violations of
     such Restrictions. The prevailing party in any such injunctive action shall
     be entitled to  reimbursement  from the other party for all actual attorney
     fees expended in such action.

          10.3 NOTICE OF VIOLATION.  In the event Company believes that Employee
     is violating any of the  Restrictions,  Company shall so notify Employee in
     writing,  which notice shall describe with as much specificity as possible,
     the nature of the alleged violation. Provided that Employee is in violation
     of the  Restrictions,  if the Employee does not,  within fourteen (14) days
     following  receipt  of  said  notice,  cease  the  conduct,  terminate  the
     relationship  or otherwise cure such  violation,  the Company shall have no
     further  obligation to make  payments to Employee  pursuant to the terms of
     this Agreement following the date of receipt of such notice.

          10.4  ACCOUNTING  FOR PROFITS.  Employee  hereby  covenants and agrees
     that, if Employee shall violate any of the  Restrictions,  Company shall be
     entitled to an  accounting  and  repayment  of all  profits,  compensation,
     commissions,   remunerations   or  benefits  which  Employee   directly  or
     indirectly  has realized  and/or may realize as a result of, growing out of
     or in connection with any such violation.

     11.  EMPLOYEE FOR HIRE.  In addition to  Employee's  services,  the Company
shall own forever and throughout the world  (exclusively  during the current and
renewed or extended  term of  copyright  anywhere  in the world and  thereafter,
non-exclusively)  all rights of any kind or nature now or hereafter known in and
to all of the products of Employee's  services performed under this Agreement in
any  capacity  and any and all parts  thereof,  including,  without  limitation,
copyright,  patent and all other  property  or  proprietary  rights in or to any
ideas,  concepts,  designs,  drawings,  plans,  prototypes  or any other similar
creative  works and to the  product  of any or all of such  services  under this
Agreement (collectively,  "INVENTIONS"). Employee hereby acknowledges and agrees
that for copyright  purposes,  Employee is performing  services as the Company's
employee-for-hire;  provided,  however,  that for  purposes  of this  Agreement,
"Inventions" shall not include those that do not relate to the Company's current
business or  research  and  development  and were  developed  without use of any
Company trade secret  information  or Company  facilities or equipment.  Without
limiting the generality of the previous two sentences, Employee acknowledges and
agrees that all memoranda,  notes,  records and other documents made or compiled
by Employee or made  available  to  Employee  during the Term of this  Agreement
concerning  the Company  business  shall be the Company's  property and shall be
delivered by Employee to the Company upon  termination  of this  Agreement or at
any other time at the Company's request. In addition, the Employee hereby agrees
to assign to Company in writing (and take any and all other  actions as shall be
reasonably  requested  by  Company  in  order to carry  out the  intent  of this
Section)  any  and all  rights,  title  or  interest  of  Employee  in any  such
copyrights, patents, property or proprietary rights relating to such Inventions.

     12. STOCK  OPTIONS.  Employee has been granted the following  non-qualified
stock options (the "Option" or "OPTIONS") and/or shares of restricted stock (the
"STOCK"):

<TABLE>
<CAPTION>
<S>                             <C>                                       <C>                             <C>
------------------------------- ----------------------------------------- ------------------------------- ------------------
          Grant Date                         Type of Grant                 Number of Options or Shares       Grant Price
                                                                                     Granted
------------------------------- ----------------------------------------- ------------------------------- ------------------
        July 26, 1999                 Non-Qualified Stock Options                    250,000                    $2.00
------------------------------- ----------------------------------------- ------------------------------- ------------------
        July 24, 2001                 Non-Qualified Stock Options                     50,000                    $4.86
------------------------------- ----------------------------------------- ------------------------------- ------------------
      December 19, 2003               Non-Qualified Stock Options                     50,000                    $2.31
------------------------------- ----------------------------------------- ------------------------------- ------------------
      December 19, 2003                     Restricted Stock                         125,000                    $0.00
------------------------------- ----------------------------------------- ------------------------------- ------------------
</TABLE>

The terms of the option grants and the restricted stock award notwithstanding:

          (a) Any then  remaining  unvested  Options  shall  immediately  become
     vested  and  the  sale  and  transfer   restrictions  on  the  Stock  shall
     immediately  lapse,  in the event that (i) Richard Nespola is no longer the
     Chief Executive  Officer of the Company and/or  terminates  employment with
     the Company for reasons  other than death or  disability;  or (ii) Employee
     remains  employed  by the  Company  for the  shorter  of (A) six (6) months
     following the occurrence of a Change in Control, or (B) upon the closing or
     occurrence of an event described in Section 8.3(a),  (b) or (c); or (iii) a
     Change in  Control  occurs  entitling  Employee  to  payment  of  Severance
     Benefits under Section 8.2; or (iv) Employee's  employment is terminated by
     the Company other than due to death,  Disability,  or Cause as provided for
     in Section 7.3.

          (b) In the event  Employee's  employment is terminated  other than for
     Cause or other than as addressed in Section 12(a), any vested Options as of
     the date of such termination  shall expire on the earlier of (i) expiration
     of the Options per the applicable option grant agreement,  or (ii) 120 days
     following the date of termination of employment.

In the event that Employee  enters into a subsequent  employment  agreement with
the Company, the provisions of this Section 12 shall survive and be incorporated
in such new employment agreement.

     13. MISCELLANEOUS.

          13.1  ASSIGNABILITY.  This  Agreement,  including  but not  limited to
     paragraphs  9 and 11, shall be binding upon and inure to the benefit of the
     Company, its respective successors, heirs, and assigns. Except as expressly
     set forth herein,  this  Agreement may not be assigned by Employee  without
     the express written consent of the Company.

          13.2 INVALID PROVISIONS. If any provision of this Agreement is held to
     be illegal,  invalid, or unenforceable,  then such provision shall be fully
     severable,  and this  Agreement  shall be construed and enforced as if such
     illegal,  invalid,  or  unenforceable  provision had never comprised a part
     hereof; and the remaining  provisions hereof shall remain in full force and
     effect and shall not be affected by the illegal,  invalid, or unenforceable
     provision  or by its  severance  herefrom.  Furthermore,  in  lieu  of such
     illegal,  invalid,  or  unenforceable  provision,   there  shall  be  added
     automatically  as a part of this  Agreement a provision as similar in terms
     to such illegal, invalid, or unenforceable provision as may be possible and
     still be legal, valid, or enforceable.

          13.3  NOTICES.  Any  notices  pertaining  to this  Agreement  shall be
     addressed  to the  parties  at their  addresses  stated on the  first  page
     hereof.  All notices  shall be in writing and shall be deemed duly given if
     personally delivered or sent by registered, certified, overnight or express
     mail. If sent by registered  or certified  mail,  notice shall be deemed to
     have been received and effective three days after mailing;  if by overnight
     or express  mail,  notice shall be deemed  received  the next  business day
     after being sent. Any party may change its address for notice  hereunder by
     giving notice of such change in the manner provided herein.

          13.4  CONSTRUCTION  OF AGREEMENT.  This Agreement  contains the entire
     agreement of the parties respecting the subject matter contained herein. No
     terms,  conditions or warranties other than those contained herein,  and no
     amendments  or  modification  of any  provision  hereof  shall be effective
     except by a written  agreement  signed by all of the parties  hereto.  This
     Agreement shall not be strictly construed against either party.

          13.5 WAIVER. The waiver by either party hereto of a breach of any term
     or  provision  of this  Agreement  shall not operate or be  construed  as a
     waiver of a subsequent  breach of the same provision by any party or of the
     breach of any other term or provision of this Agreement.

          13.6  TITLES.  Titles of the  paragraphs  herein  are used  solely for
     convenience  and shall not be used for  interpretation  or  construing  any
     work, clause, paragraph, or provision of this Agreement.

          13.7 ARBITRATION.

               (a) It is understood  and agreed between the parties hereto that,
          except  with   respect  to  claims  for   workers'   compensation   or
          unemployment  compensation benefits,  any and all claims,  grievances,
          demands,  controversies,  causes of action or  disputes  of any nature
          whatsoever (including but not limited to tort and contract claims, and
          claims  upon any law,  statute,  order,  or  regulation)  (hereinafter
          "CLAIMS"),  arising out of, in connection  with, or in relation to (i)
          this Agreement,  (ii) questions of arbitrability under this Agreement,
          or (iii) any relationship  between Employee and the Company before, at
          the time of entering,  during the term of, upon or after expiration or
          termination of this  Agreement,  shall be resolved by final,  binding,
          non-judicial arbitration in accordance with the Commercial Arbitration
          Rules of the American Arbitration Association ("AAA"), which rules are
          incorporated  herein by  reference.  Such dispute  resolution  process
          shall be  confidential  and shall be conducted in accordance  with the
          Kansas Rules of Evidence.

               (b)  Notwithstanding any contrary provision that may be contained
          in the applicable  AAA rules,  the parties hereby agree that discovery
          shall be permitted in connection with any arbitration pursuant to this
          Agreement,  in  accordance  with the  provisions of the Kansas Code of
          Civil  Procedure.  Neither party nor the arbitrator shall disclose the
          existence,  content,  or results of any arbitration  hereunder without
          the prior written consent of all parties.  Except as provided  herein,
          the  Federal   Arbitration   Act  shall  govern  the   interpretation,
          enforcement  and all  proceedings  pursuant to this Section 13.7.  The
          Arbitrator  shall apply the  substantive law (and the law of remedies,
          if  applicable)  of the State of Kansas,  or federal law, or both,  as
          applicable.  The  arbitrator  is  without  jurisdiction  to apply  any
          different  substantive law. The arbitrator shall have the authority to
          entertain a motion to dismiss and/or a motion for summary  judgment by
          any party and shall apply the standards  governing  such motions under
          Kansas  law.  The  arbitrator  shall  render an award  and a  written,
          reasoned opinion in support thereof. Such award may include attorneys'
          fees and costs to the prevailing party. Judgment upon the award may be
          entered in any court having jurisdiction thereof.

               (c) Adherence to this dispute  resolution process shall not limit
          the Company's  right to obtain any provisional  remedy,  including but
          without  limitation,  injunctive or similar relief,  from any court of
          competent  jurisdiction  in the event of a breach of Section 9 of this
          Agreement.   This  dispute   resolution   process  shall  survive  the
          termination of Employee's employment.

               (d) By signing this Agreement,  both Employee and the Company are
          giving up their respective right to a jury trial.

          13.8  PERSONAL  COMPUTER.  During the Term,  the Company shall provide
     Employee,  at Company  expense,  with a  portable  personal  computer  (the
     "LAPTOP") with such capabilities and capacity,  and including all necessary
     software,  as shall be reasonably  necessary to discharge Employee's duties
     under this  Agreement.  Upon  termination  of  Employee's  employment,  the
     Employee  shall  promptly  deliver  to the  Company  any and  all  tangible
     property of the Company,  including  without  limitation the Laptop and any
     software related thereto and the contents of any files stored therein.

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
as of the date first set forth above.

                                   THE COMPANY:

                                   THE MANAGEMENT NETWORK GROUP, INC.,
                                   a Delaware corporation


                                   By:
                                      ------------------------------------------
                                   Richard P. Nespola - Chief Executive Officer


                                   EMPLOYEE:


                                   ---------------------------------------------
                                   DONALD KLUMB