EXHIBIT 10.19

                              EMPLOYMENT AGREEMENT


     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.

                                    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 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. COMPENSATION.

          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,  provided,  however,  that in no event shall the
     Board of Directors  decrease  Employee's annual base salary below $567,000.
     Amounts  paid  pursuant to this  Section 3 are  hereinafter  referred to as
     "Base Salary."

          3.2 BONUS.  In addition to Employee's  Base Salary and subject to such
     deductions as are required by law,  Employee shall be entitled to receive a
     bonus ("Bonus") to be paid as provided in this Section 3.2. With respect to
     each  fiscal year  during the Term  commencing  with the fiscal year ending
     December 31, 2004, the Compensation  Committee of the Board of Directors of
     the Company  (the  "Compensation  Committee")  shall  establish  reasonable
     performance  criteria to be achieved  as a condition  to Employee  becoming
     entitled to the Bonus. The relevant  performance criteria shall be based on
     overall Company  performance and shall be determined in the sole discretion
     of the Compensation Committee after consultation with Employee.  Employee's
     annual  target Bonus  during the Term shall be not less than fifty  percent
     (50%) of his Base Salary.

          3.3 OTHER COMPENSATION.  As a part of Employee's compensation package,
     the Board of Directors of the Company shall periodically (and in any event,
     annually) review Employee's compensation and consider such modifications as
     may be appropriate for the Chairman,  President and Chief Executive Officer
     of the Company.

     4. DUTIES.  Employee  shall,  during the term hereof,  be an officer of the
Company and have the title of Chairman, President and Chief Executive 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 Board of
Directors of the Company.  The Company shall take such action as is necessary to
nominate  Employee to the Board of  Directors  of the  Company at each  relevant
election during the Term. Without limiting the generality of the foregoing:

          4.1 FULL TIME.  Employee shall devote  Employee's full working time to
     the  business  of the  Company and shall,  in  accordance  with the highest
     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  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  Board of  Directors,  which  approval  will not be
     unreasonably  withheld.  Employee may  participate  in civic and charitable
     events and manage his personal  affairs,  provided that such  activities do
     not unreasonably interfere with his Company-related duties.

          4.2 REPORTING.  Employee shall report to the Board of Directors of the
     Company.

     5. EXPENSES.  Employee will be authorized to incur reasonable and necessary
expenses in connection with the discharge of Employee's  duties and in promoting
the business of the Company.  The Company will  reimburse  Employee for all such
reasonable and necessary  expenses in accordance with its expense  reimbursement
policy  and  upon   presentation  of  a  properly   itemized   account  of  such
expenditures, setting forth the business reasons for such expenditures.

     6. OTHER BENEFITS; VACATION. Except as otherwise set forth herein, Employee
shall be entitled to paid  vacation and the other  fringe  benefits as set forth
below.

          6.1 ANNUAL ACCRUAL OF VACATION.  Employee shall be entitled to six (6)
     weeks paid vacation for each year of service under this  Agreement,  during
     which time Employee's  compensation shall be paid in full. On the first day
     of the term of this Agreement, and on each anniversary date during the term
     of this  Agreement,  Employee shall earn the six (6) weeks of paid vacation
     time.  Employee may accumulate  vacation time to a maximum of six (6) weeks
     and may carry such  accumulated  (earned and unused) vacation time from one
     year of service to another of service,  subject to such maximum. At the end
     of each year of service during the term of this  Agreement,  Employee shall
     have the option to require the Company to pay to Employee an amount for any
     part  or all of the  Employee's  earned  and  unused  vacation  time.  Upon
     termination of employment, the Company shall purchase any earned and unused
     vacation time up to the maximum carry-over vacation time of six (6) weeks.

          6.2  FRINGE  BENEFITS.  Employee  shall  be  entitled  to  use  of  an
     automobile  of his  choice  provided  by the  Company  with  all  operating
     expenses  paid by the  Company,  and shall  receive  such  pension,  profit
     sharing and fringe  benefits  such as  hospitalization,  medical,  life and
     other insurance benefits,  vacation,  sick pay and short-term disability as
     the Board of Directors of the Company may, from time to time,  determine to
     provide for the key executives of the Company. Employee shall be provided a
     health club membership (and dues), including initiation fees, for a club of
     his choice.  Employee  shall be entitled to (i) executive  health  benefits
     providing  for  annual   physicals  and   supplementary   medical  coverage
     consistent  with his  status as  Chairman,  President  and Chief  Executive
     Officer,  including  an annual  executive  physical  at the Mayo Clinic (or
     similar  type  physical)  and may  submit to the Board of  Directors  other
     executive plans, and (ii)  reimbursement for estate and financial  planning
     services  in an amount not to exceed  $10,000 per year.  The Company  shall
     also  reimburse  Employee's  home business  expenses  consistent  with past
     Company  practice.   The  benefits   described  in  this  Section  6.2  are
     collectively referred to herein as "Fringe Benefits."

     7. TERMINATION BY THE COMPANY DUE TO DEATH, DISABILITY OR CAUSE.

          7.1 DEATH.  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 10, 11, 12, 13,
     14 and 15 shall  survive  such  termination.  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 (a) promptly  pay  Employee's
     estate (i) Base Salary  accrued and payable up to the date of  termination;
     (ii) any unpaid Bonus earned with respect to any calendar quarter ending on
     or preceding the date of  termination;  (iii) accrued but unpaid  vacation;
     (iv) reimbursement for expenses accrued and payable under Section 5 hereof;
     (v) all other vested  accrued  benefits to which Employee is entitled under
     applicable Company plans, programs,  policies and arrangements (subsections
     (i) through (v), collectively, "Accrued Obligations"); (vi) $283,500 or, if
     higher,  the target  Bonus in effect for the  fiscal  year in which  occurs
     Employee's  termination  of  employment,  multiplied  by  a  fraction,  the
     numerator  being the  number of days in the  current  fiscal  year in which
     Employee was employed by the Company  through the date of  termination  and
     the  denominator  being 365;  and (vii) death  benefits  payable  under any
     Company-sponsored  life insurance or other plans,  if any, and (b) continue
     Fringe Benefits for the benefit of Employee's surviving spouse and eligible
     dependents for a period of six (6) months from the date of termination.

          7.2 DISABILITY.  In the event of Employee's Disability (as hereinafter
     defined) for six (6)  consecutive  calendar 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 10, 11, 12, 13, 14 and 15 shall survive such
     termination.  "Disability"  for the purposes of this  Agreement  shall mean
     Employee's   physical  or  mental  disability  so  as  to  render  Employee
     substantially  incapable  of  carrying  out  Employee's  duties  under this
     Agreement as determined by an independent  doctor  jointly  selected by the
     Company and Employee.  In the event of termination pursuant to this Section
     7.2,  the  Company  shall not be under any further  obligation  to Employee
     hereunder except to (a) promptly pay Employee (i) his Accrued  Obligations;
     (ii) $283,500 or, if higher, the target Bonus in effect for the fiscal year
     in which occurs  Employee's  termination  of  employment,  multiplied  by a
     fraction, the numerator being the number of days in the current fiscal year
     in  which  Employee  was  employed  by the  Company  through  the  date  of
     termination and the denominator  being 365; and (iii)  disability  benefits
     under any  Company-sponsored  disability  plan,  if any,  and (b)  continue
     Fringe Benefits for the benefit of Employee, Employee's spouse and eligible
     dependents for a period of six (6) months from the date of termination.

          7.3 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 10, 11, 12, 13, 14 and
     15 shall  survive  such  termination.  For the  purpose of this  Agreement,
     "Cause" shall mean (a)  conviction  of, or a plea of nolo  contendere to, a
     felony,  (b)  gross  neglect,  gross  misconduct  or gross  failure  in the
     carrying out of Employee's duties in accordance with Section 4 hereof,  (c)
     the engaging by Employee in a material act or acts of dishonesty  affecting
     the Company, any affiliate or any client of the Company, or (d) drunkenness
     or the  illegal  use of  drugs  by  Employee  materially  interfering  with
     performance of Employee's obligations under this Agreement. Notwithstanding
     the  foregoing,  Employee  shall not be deemed to have been  terminated for
     "Cause"  hereunder  unless and until  there  shall have been  delivered  to
     Employee a copy of a resolution duly adopted by the Board of Directors then
     in office at a meeting of the Board of  Directors  called and held for such
     purpose  (after  reasonable  notice  to  Employee  and an  opportunity  for
     Employee,  together  with his  counsel,  to be heard  before  the  Board of
     Directors),  finding  that,  in the  good  faith  opinion  of the  Board of
     Directors, Employee had committed an act set forth above. 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 his Accrued Obligations.

          7.4 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 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 10, 11, 12, 13, 14
     and 15 shall  survive  such  termination.  In the  event  of a  termination
     pursuant to this Section  7.4,  the Company  shall not be under any further
     obligation to Employee  hereunder,  except to (a) promptly pay Employee his
     Accrued  Obligations,  and (b) pay  Employee  the  Severance  Benefits  (as
     defined below) pursuant to Section 7.5.

          7.5 SEVERANCE BENEFITS.  "Severance Benefits" shall mean, for purposes
     of this  Agreement,  (a) a lump sum payment equal to one and one-half times
     the sum of Employee's  Base Salary and Average Bonus,  (b)  continuation of
     Employee's  medical and dental  benefits for a period of eighteen (18) full
     calendar  months  from the  date of  termination,  subject  to  payment  by
     Employee of any premiums normally required of any similarly situated active
     employee,  (c) purchase the existing  lease on  Employee's  automobile  and
     assign  such  automobile  to Employee  without  cost to  Employee,  and (d)
     $283,500 or if,  higher,  the target Bonus in effect for the fiscal year in
     which  occurs  Employee's  termination  of  employment,   multiplied  by  a
     fraction, the numerator being the number of days in the current fiscal year
     in  which  Employee  was  employed  by the  Company  through  the  date  of
     termination and the denominator being 365. "Average Bonus" for this purpose
     shall mean the average of the Bonus under Section 3.2 which was received by
     (or awarded  to)  Employee  for the three (3) fiscal  years  preceding  the
     fiscal year in which the Employee's  termination occurs (including cash and
     any cash  equivalent  such as Company  equity taken in lieu of a cash bonus
     and any portion of a bonus which Employee elects to defer receipt of).

     8.  TERMINATION  BY  EMPLOYEE.  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 10, 11, 12, 13, 14 and 15, shall survive such termination.

          8.1 TERMINATION OTHER THAN FOR CONSTRUCTIVE TERMINATION.  In the event
     Employee terminates  employment under this Section 8, the Company shall not
     be under any further obligation to Employee  hereunder,  except to promptly
     pay Employee his Accrued Obligations.

          8.2  CONSTRUCTIVE   TERMINATION.   Notwithstanding  anything  in  this
     Agreement to the contrary,  a  termination  will be deemed to have occurred
     pursuant  to  this  Section  8  if  there   should   occur  the   following
     ("Constructive Termination"):

               (a)  a  substantial  diminution  in  title,   position,   duties,
          responsibilities  or any change in  reporting  line,  unless  Employee
          consents in writing to such change,

               (b) a reduction,  without Employee's written consent or except as
          expressly  permitted by this Agreement,  in Employee's Base Salary and
          Bonus opportunity,

               (c) a relocation  of his  principal  place of  employment by more
          than fifty (50) miles without Employee's consent, or

               (d) the  failure  by the  Company  to obtain an  express  written
          agreement  from any  successor  to assume  and agree to  perform  this
          Agreement.

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  (a)  within  thirty  (30)  days  of  such
termination  his Accrued  Obligations,  and (b) Severance  Benefits  pursuant to
Section 7.5.

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

          9.1  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.

          9.2  Notwithstanding  any other  provision  of Sections 7 or 8, in the
     event of (a) a  termination  by the Company  pursuant to Section 7.4 at any
     time  within  twelve  (12)  months  after  a  Change  in  Control  or (b) a
     Constructive Termination by the Company pursuant to Section 8.2 at any time
     within  twelve  (12)  months  after a Change in  Control  or (c) a material
     reduction in Employee's line of reporting  responsibility  solely by virtue
     of the Company  being  acquired and made part of a larger  entity where the
     Employee's line of reporting  responsibility  is not comparable to those of
     other executives of the acquiring entity who are the senior managers of the
     acquiring entity's subsidiaries,  divisions or other major operating units,
     the Company  shall (x) pay Employee  within  thirty (30) days of such event
     his Accrued  Benefits,  (y) pay  Employee  Severance  Benefits  pursuant to
     Section 7.5, and (z) pay $500,000 to a charitable  organization  designated
     in writing by Employee within thirty (30) days of such event.

For purposes of this Section 9, a Change in Control shall mean the occurrence of
any one of the following events:

          (i) any "Person," as such term is used in Sections  13(d) and 14(d) of
          the Securities  Exchange Act (the "Act") (other than the Company,  any
          of its  subsidiaries,  or any  trustee,  fiduciary  or other person or
          entity holding  securities under any employee benefit plan or trust of
          the  Company  or  any  of  its   subsidiaries),   together   with  all
          "affiliates" and "associates" (as such terms are defined in Rule 12b-2
          under the Act) of such person, shall become the "beneficial owner" (as
          such  term is  defined  in Rule  13d-3  under the  Act),  directly  or
          indirectly,  of securities of the Company  representing  25 percent or
          more of the combined  voting power of the Company's  then  outstanding
          securities  having the right to vote in an election  of the  Company's
          Board of Directors ("Voting Securities") (in such case other than as a
          result of an acquisition of securities directly from the Company); or

          (ii) persons who, as of the Effective  Date,  constitute the Company's
          Board of Directors (the "Incumbent  Directors")  cease for any reason,
          including,  without  limitation,  as a result of a tender offer, proxy
          contest,  merger or  similar  transaction,  to  constitute  at least a
          majority of the Board, provided that any person becoming a director of
          the Company  subsequent to the  Effective  Date shall be considered an
          Incumbent  Director if such person's  election was approved by or such
          person was  nominated  for election by either (A) a vote of at least a
          majority  of the  Incumbent  Directors  or (B) a vote  of at  least  a
          majority of the  Incumbent  Directors  who are members of a nominating
          committee  comprised,  in the majority,  of Incumbent  Directors;  but
          provided  further,  that any such person whose  initial  assumption of
          office is in connection with an actual or threatened  election contest
          relating to the election of members of the Board of Directors or other
          actual or  threatened  solicitation  of proxies or  consents  by or on
          behalf  of a Person  other  than the  Board,  including  by  reason of
          agreement  intended to avoid or settle any such  actual or  threatened
          contest  or  solicitation,   shall  not  be  considered  an  Incumbent
          Director; or

          (iii) the consummation of a consolidation,  merger or consolidation or
          sale or other disposition of all or substantially all of the assets of
          the  Company  (a  "Corporate  Transaction");   excluding,  however,  a
          Corporate  Transaction  in  which  the  stockholders  of  the  Company
          immediately  prior to the Corporate  Transaction,  would,  immediately
          after the  Corporate  Transaction,  beneficially  own (as such term is
          defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
          shares  representing  in the  aggregate  more than 60  percent  of the
          voting  shares of the  corporation  issuing cash or  securities in the
          Corporate Transaction (or of its ultimate parent corporation, if any);
          or

          (iv) the  approval by the  stockholders  of the Company of any plan or
          proposal for the liquidation or dissolution of the Company; or

          (v)  the  sale,  lease,  conveyance  or  other  disposition  of all or
          substantially   all  of  the  Company's   assets  as  an  entirety  or
          substantially as an entirety to any person, entity or group of persons
          acting in concert.

     Notwithstanding the foregoing, a "Change in Control" shall not be deemed to
have occurred for purposes of the  foregoing  clause (i) solely as the result of
an  acquisition  of securities by the Company  which,  by reducing the number of
shares of Voting Securities  outstanding,  increases the proportionate number of
shares of Voting  Securities  beneficially  owned by any person to 25 percent or
more of the combined  voting power of all then  outstanding  Voting  Securities;
provided,  however,  that  if any  person  referred  to in this  sentence  shall
thereafter  become  the  beneficial  owner of any  additional  shares  of Voting
Securities  (other than pursuant to a stock split,  stock  dividend,  or similar
transaction  or as a result of an  acquisition  of securities  directly from the
Company) and immediately thereafter  beneficially owns 25 percent or more of the
combined voting power of all then outstanding Voting Securities,  then a "Change
in Control"  shall be deemed to have  occurred  for  purposes  of the  foregoing
clause (i).

     10.  CONFIDENTIALITY.  Employee  agrees  that during and after the Term any
confidential   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,  shall  remain  confidential  and,
except as required by legal  process,  may not be used or made available for any
purpose except as necessary in the  performance of Employees  duties  hereunder.
Employee  agrees that,  upon  termination  of Employee's  employment  hereunder,
Employee  will  promptly  deliver  to the  Company  all  materials  constituting
confidential  information  (including  all  copies  thereof)  that  are  in  the
possession of, or under the control of, the Employee, and Employee will not make
or retain any copies or extracts of such materials.

     11. REMEDIES.

          11.1  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.

          11.2 A breach by  Employee  of the  provisions  of  Section 10 of this
     Agreement  may cause the Company  irreparable  injury and damage.  Employee
     therefore  agrees that damages may be an inadequate  remedy and the Company
     shall be entitled  to seek  injunctive  and/or  other  equitable  relief to
     prevent  any  breach of  Section  10 of this  Agreement  and to secure  its
     enforcement.

     12.  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 ("Inventions"), Employee acknowledging and agreeing that for copyright
purposes,  Employee is performing  services as the Company's  employee-for-hire;
provided,  however,  that such term  shall not  include  Inventions  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
sentence,  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,  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.

     13. NO MITIGATION. The Company agrees that, if Employee's employment by the
Company  is  terminated  during  the  Term of this  Agreement,  Employee  is not
required to seek other employment or to attempt in any way to reduce any amounts
payable to Employee by the Company pursuant to Sections 7.5, 8.2 and 9.2 hereof.
Further,  the amount of any payment  provided for in this Agreement shall not be
reduced by any  compensation  earned by Employee as the result of  employment by
another employer.

     14.  INDEMNIFICATION.  The Company hereby agrees to indemnify  Employee and
hold him harmless to the fullest  extent  permitted by law and under the by-laws
of  the  Company  against  and  in  respect  to  any  and  all  actions,  suits,
proceedings,  claims, demands,  judgments, costs, expenses (including reasonable
attorney's  fees),  losses and  damages  resulting  from  Employee's  good faith
performance of his duties and obligations with the Company.

     15. LIABILITY  INSURANCE.  The Company shall cover Employee under directors
and officers  liability  insurance  both during and, while  potential  liability
exists,  after the Term of this  Agreement  in the same  amount  and to the same
extent the Company covers its other active officers and directors.

     16. 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  or certified  mail,  overnight or express  mail. If sent by
registered or certified  mail,  notice shall be deemed to have been received and
effective five 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.

     17. ENTIRE AGREEMENT.  This Agreement  contains the entire agreement of the
parties  respecting the subject matter contained  herein. No modification of any
provision hereof shall be effective except by a written  agreement signed by all
of the parties hereto.

     18.  GOVERNING LAW. This Agreement shall be construed under and be governed
in all respects by the laws of the State of Delaware,  without  giving effect to
the conflict of laws principles of such State.

     19. 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, 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,  nonjudicial arbitration in accordance with the
     Employment Dispute Resolution 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 Delaware  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 19(b).  The Arbitrator shall apply the substantive law (and the law
     of remedies,  if applicable)  of the State of Delaware,  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 Delaware
     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 10 of this Agreement. This
     dispute  resolution  process  shall survive the  termination  of Employee's
     employment.

          (d) In the event that any party  shall  bring an action in  connection
     with the performance , breach or interpretation hereof, then the prevailing
     party in such  action  as  determined  by the  court or other  body  having
     jurisdiction  shall be  entitled to recover  from the losing  party in such
     action as determined by the court or either body having  jurisdiction,  all
     reasonable  costs and  expense  of  litigation  or  arbitration,  including
     reasonable  attorney's fees, court costs,  costs of investigation and other
     costs reasonably related to such proceeding.

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

     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:
                                                --------------------------------
                                                   Title:

                                             EMPLOYEE:


                                             -----------------------------------
                                             RICHARD P. NESPOLA