STANDSTILL AGREEMENT

Exhibit 10.4

Execution Copy

STANDSTILL AGREEMENT

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:

DEFINITIONS AND CONSTRUCTION

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:

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¹  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 to it in Section 4.1.

“ Vote ” means, as to any entity, the ability to cast a vote at a stockholders’ or comparable meeting of such entity with respect to the election of directors or other members of such entity’s governing body.

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“ Voting Power ” means the aggregate number of Votes of the Company outstanding as at such date.

“ Voting Securities ” means the Common Stock and any other securities of the Company having the right to Vote.

Section 1.2       Interpretation and Construction of this Agreement . The definitions in this Agreement will apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun will include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” will be deemed to be followed by the phrase “without limitation.” All references herein to articles, Sections and Schedules will be deemed to be references to articles and Sections of, and Schedules to, this Agreement unless the context will otherwise require. The headings of the articles and Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. Unless the context will otherwise require or provide, any reference to any agreement or other instrument or statute or regulation is to such agreement, instrument, statute or regulation as amended and supplemented from time to time (and, in the case of a statute or regulation, to any successor provision).

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1       Representation and Warranties by Stockholders . The Stockholders hereby jointly and severally represent and warrant to the Company as follows:

(a)    Each Stockholder has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action.

(b)    This Agreement has been duly executed and delivered by each Stockholder and constitutes a legal, valid and binding obligation, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors rights generally or by general principles of equity.

(c)    No governmental consent, approval, authorization, license or clearance, or filing or registration with any governmental or regulatory authority, is required in order to permit the Stockholders to perform their obligations under this Agreement, except for such as have been obtained.

(d)    The shares of Common Stock referenced in Recital B represent all of the shares of Voting Securities of the Company, if any, which are Beneficially Owned by the Stockholders on the date hereof. None of the Stockholders has the right to Vote shares of Voting Securities of the Company other than t