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Exhibit 10.4

Execution Copy



THIS STANDSTILL AGREEMENT (the “ Agreement ”) dated as of June 12, 2008 (the “ Effective Date ”) by and among The Management Network Group, Inc., a Delaware corporation (the “ Company ”) and Riley Investment Partners Master Fund, L.P., a Cayman Islands, limited partnership (“ Riley Investment Partners ”), Riley Investment Management, LLC, a New York limited liability company (“ RIM ”) and Bryant R. Riley (“ Riley ,” and with Riley Investment Partners and RIM, collectively the “ Stockholders ”).


W I T N E S S E T H:

A.        The Company has outstanding approximately 36,069,753 1 shares of Common Stock (as defined below).

B.        The Stockholders are currently the Beneficial Owners in the aggregate of 4,641,464 shares of the Common Stock, par value $.001 per share of the Company.

C.        The Company is willing to purchase 1,000,000 of such shares on the condition that the Stockholders execute and deliver this Agreement to the Company.

NOW, THEREFORE, in consideration of the premises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each party hereto (“ Party ”), intending to be legally bound, hereby agrees as follows:



Section 1.1       Certain Definitions . As used in this Agreement, the following terms will have the meanings specified below:

Affiliate ” has the meaning set forth in Rule 12b-2 of the General Rules and Regulations under the Exchange Act.

Applicable Law ” means all applicable provisions of all (a) constitutions, treaties, statutes, laws (including common law), rules, regulations, ordinances or codes of any Governmental Authority, and (b) orders, decisions, injunctions, judgments, awards and decrees of any Governmental Authority.

Associate ” has the meaning ascribed to such term in clause (2) and (3) of Rule 12b-2 of the General Rules and Regulations of the Exchange Act.

Beneficial Owner ” A Person will be deemed the “Beneficial Owner” of, and will be deemed to “Beneficially Own,” any securities:


Based on number in Form 10-Q for the Quarter Ended March 29, 2008.





(a)       which such Person or any of such Person’s Affiliates or Associates beneficially owns, directly or indirectly (as determined pursuant to Rule 13d-3 and Rule 13d-5(b) of the General Rules and Regulations of the Exchange Act as in effect on the date hereof);

(b)       which such Person or any of such Person’s Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities), or upon the exercise of conversion rights, exchange rights, rights (other than rights issued pursuant to the Rights Plan), warrants or options, or otherwise; or (ii) the right to Vote pursuant to any agreement, arrangement or understanding, provided, however , that a Person will not be deemed the “Beneficial Owner” of any security under this clause (ii) if the agreement, arrangement or understanding to Vote such securities (A) arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations of the Exchange Act and (B) is not also then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report).

Business Day ” means a day other than a Saturday, a Sunday, a day on which banking institutions in the States of New York are authorized or obligated by law or required by executive order to be closed, or a day on which the NASDAQ is closed.

Common Stock ” means the common stock of the Company.

Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

Governmental Authority ” means any federal, state, local or political subdivision, governmental or administrative body, instrumentality, department or agency or any court, administrative hearing body, arbitration tribunal, commission or other similar dispute resolution panel or body, and any other entity exercising executive, legislative, judicial, regulatory or administrative functions of a government.

Person ” means an individual, a partnership, an association, a joint venture, a corporation, a limited liability company, a business, a trust, any entity organized under Applicable Law, an unincorporated organization or any Governmental Authority.

Rights Plan ” means the Rights Agreement, dated as of March 27, 2008. by and between the Company and Computershare Trust Company N.A., as rights agent.


SEC ” means the Securities and Exchange Commission.

Termination Date ” shall have meaning ascribed

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