0001014108-08-000199 Sample Contracts

STANDSTILL AGREEMENT
Standstill Agreement • June 12th, 2008 • Management Network Group Inc • Services-management consulting services • Delaware

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”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 12th, 2008 • Management Network Group Inc • Services-management consulting services • Delaware

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated the 12th day of June, 2008, and entered into by and among Riley Investment Partners Master Fund LP, a Cayman Islands limited partnership (“Seller”), Riley Investment Management, LLC., a Delaware limited liability company (“RIM”) and Bryant R. Riley (“Riley”) (Seller, together with RIM and Riley, the “Seller Group”) and The Management Network Group, Inc., a Delaware corporation (the “Company”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 12th, 2008 • Management Network Group Inc • Services-management consulting services • Delaware

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated the 11th day of June, 2008, and entered into by and among Potomac Capital International Ltd. (“Potomac International”), Potomac Capital Partners LP (“PCMLP”), Pleiades Investment Partners-R LP (“Pleiades,” together with Potomac International and PCMLP, the “Sellers”), Potomac Capital Management LLC, a New York limited liability company (“Potomac LLC”), Potomac Capital Management, Inc., a New York corporation (“PCM”) and Paul J. Solit (“Solit”) (Sellers together with Potomac LLC, PCM and Solit, the “Seller Group”) and The Management Network Group, Inc., a Delaware corporation (the “Company”).

STANDSTILL AGREEMENT
Standstill Agreement • June 12th, 2008 • Management Network Group Inc • Services-management consulting services • Delaware

THIS STANDSTILL AGREEMENT (the “Agreement”) dated as of June 11, 2008 (the “Effective Date”) by and among The Management Network Group, Inc., a Delaware corporation (the “Company”), Potomac Capital Management, LLC, Potomac Capital Management, Inc., Potomac Capital Partners LP, Potomac Capital International Ltd, Pleiades Investment Partners-R LP, and Paul J. Solit (collectively, the “Stockholder”).

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