Dolphin Knowledge
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>v04568_ex10-4.txt
<TEXT>
                              EMPLOYMENT AGREEMENT

      EMPLOYMENT AGREEMENT (this "AGREEMENT"), dated as of the 30th day of June
2004, by and between THE PROJECT GROUP, INC., a Nevada corporation (the
"COMPANY"), and ____________ (the "EMPLOYEE").

                              W I T N E S S E T H :

      WHEREAS, the Company provides Enterprise Intelligence Solutions and
Project Management Support for Fortune 1000 Companies, as well as Industrial and
Government Contractors, in the US and overseas.

      WHEREAS, the Company has acquired (the "DOLPHIN ACQUISITION"), as a
wholly-owned subsidiary, Dolphin Knowledge, Inc. ("DOLPHIN").

      WHEREAS, the Employee was a key employee and stockholder of Dolphin.

      WHEREAS, pursuant to the terms of the Dolphin Acquisition, the Company and
the Employee agreed to enter into this Employment Agreement.

      WHEREAS, Employee will be employed by the Company in a confidential
relationship wherein Employee, in the course of his employment with the Company
and in his prior employment with Dolphin, is, has or will become familiar with
and aware of information as to the specific manner of doing business and the
customers of the Company and its affiliates, including Dolphin, and future plans
with respect thereto, all of which will be established and maintained at great
expense to the Company; this information is a trade secret and constitutes the
valuable goodwill of the Company.

      WHEREAS, Employee recognizes that the Company's business is dependent upon
a number of trade secrets, including secret processes, techniques, methods and
data. The protection of the trade secrets is of critical importance to the
Company.

      WHEREAS, the Company will sustain great loss and damage if during the term
of this Agreement or Employee's employment with the Company, or for a period of
two (2) years immediately following the termination of the Agreement or
Employee's employment, for whatever reason, Employee should violate the
provisions of Articles III or IV of this Agreement. Further, monetary damages
for such losses would be extremely difficult to measure.

      WHEREAS, the Company and Employee desire to evidence the terms of
employment of the Employee.

      NOW, THEREFORE, in consideration of the mutual promises, terms, covenants
and conditions set forth herein and the performance of each, it is hereby agreed
as follows:


                                       1
<PAGE>

                                    ARTICLE I

                              EMPLOYMENT AND DUTIES

      Section 1.01. Position. The Company hereby employs Employee as Vice
President. Additional or different duties, titles or positions, however, may be
assigned to Employee or may be taken from Employee from time to time by the
Board of Directors (the "BOARD") of the Company. Employee hereby accepts this
employment upon the terms and conditions herein contained and agrees to devote
his time, attention and efforts to promote and further the business and services
of the Company. Employee shall faithfully adhere to, execute and fulfill all
policies established by the Company.

      Section 1.02. Duties and Responsibilities. Employee shall perform such
duties, assume such responsibilities and devote such time, attention and energy
to the business of the Company as the Board shall from time to time require and
shall not, during the term of his employment hereunder, be engaged in any other
business activity pursued for gain, profit or other pecuniary advantage if such
activity interferes with Employee's duties and responsibilities hereunder.
However, the foregoing limitations shall not be construed as prohibiting
Employee from making personal investments in such form or manner as will neither
require his services in the operation or affairs of the companies or enterprises
in which such investments are made nor violate the terms of Articles III or IV
hereof.

      Section 1.03. Funds. All funds received by Employee on behalf of the
Company, if any, shall be held in trust for the Company and shall be delivered
to the Company as soon as practicable.

                                   ARTICLE II

                                  COMPENSATION

      Section 2.01. Salary. From and after the effective date of this Agreement,
the Employee shall receive a salary ("SALARY") from the Company in an amount
equal to $140,000 per year. Upon recommendation of the Company's Board, at its
sole and absolute discretion, from time to time, the Employee's Salary may be
increased. The Employee's Salary shall be payable in twenty-four (24) equal
semi-monthly payments or at such other frequency as the Company shall generally
pay its employees.

      Section 2.02. Expense Reimbursement. The Company shall reimburse Employee
for all reasonable travel, entertainment and other expenses related to his
employment by or promotion of the Company in accordance with the Company's usual
expense reimbursement policies and procedures as in effect from time to time.

      Section 2.03. Bonus. The Employee shall be eligible to receive annual
performance-based bonuses (the "BONUS PLAN") in an amount not less than 25% of
Salary based on performance metrics established annually by the Board, or the
compensation committee of the Board.


                                       2
<PAGE>

      Section 2.04. Stock Options. The Employee shall be granted stock options
(the "STOCK OPTIONS") under the Company's 2003 Employee Stock Option Plan (the
"STOCK OPTION PLAN") pursuant to which the Employee will be entitled to purchase
1,000,000 shares of the Company's common stock for a term of ten years at an
exercise price equal to the closing price of the Company's common stock on the
OTC Bulletin Board as of the date of this Agreement. The Stock Options shall
vest ratably over a period of three years and shall be substantially in the form
attached hereto as Exhibit A.

      Section 2.05. Other. The Employee shall be entitled to such fringe
benefits and participation in such retirement, profit sharing and other similar
plans as the Board, or the compensation committee, shall in its sole discretion
determine to provide to the Employee, which shall include at least two weeks
paid vacation annually and such other benefits as the Company shall adopt,
subject to the discretion of the Company to add or delete such standard benefits
as the Board deems appropriate, from time to time.

                                   ARTICLE III

                            NON-COMPETITION AGREEMENT

      Section 3.01. Non-Competition Covenant. Employee will not, during the
period of this Agreement or of his employment by or with the Company, whichever
period is longer, and for a period of six months immediately following the
termination of this Agreement or his employment, whichever is longer, for any
reason whatsoever, directly or indirectly, for himself or on behalf of or in
conjunction with any other person, persons, company, partnership, corporation or
business of whatever nature (i) call upon any customer of the Company
(including, but not limited to, any customer obtained for the Company by
Employee) for the purpose of soliciting or selling any products or services in
competition with those of the Company or its affiliates; (ii) call upon any
employee of the Company or any of its affiliates for the purpose or with the
intent of enticing them away from or out of the employ of the Company or any
reason whatever; (iii) establish, enter into, be employed by or, advise, consult
with or become a part of, any company, partnership, corporation or other
business entity or venture, or in any way engage in business for himself or for
others, in competition with the Company or its affiliates within one hundred
(100) miles of the home office of the Company and/or any affiliated company
location, such location having a permanent and known facility wherein the
Employee has served in any capacity and wherever Employee has performed duties
or had management responsibility on behalf of the Company or its affiliates; or
(iv) during or after the term of his employment with the Company, disclose the
Company's customers or any other trade secrets of the Company whether in
existence or proposed, to any person, firm, partnership, corporation or business
for any reason or purpose whatsoever.

      Section 3.02. Enforcement. Because of the difficulty of measuring economic
losses to the Company and its affiliates as a result of his breach of the
foregoing covenant and because of the immediate and irreparable damage that
would be caused to the Company and its affiliates for which it would have no
other adequate remedy, Employee agrees that the foregoing covenant may be
enforced by the Company and its affiliates in the event of breach by him by
injunctions and restraining orders.


                                       3
<PAGE>

      Section 3.03. Scope. It is agreed by the parties that the foregoing
covenants in this Article III are necessary to protect the goodwill and business
interests of the Company and its affiliates and impose a reasonable restraint on
Employee in light of the activities and business of the Company and its
affiliates on the date of the execution of this Agreement and the future plans
of the Company; but it is also the intent of the Company and Employee that such
covenants be construed and enforced in accordance with the activities and
business of the Company and its affiliates on the date of the termination of the
employment of Employee.

      Section 3.04. Severability; Reform. The covenants in this Article III are
severable and separate and the unenforceability of any specific covenant shall
not affect the provisions of any other covenant. Moreover, in the event any
court of competent jurisdiction shall determine that the scope, time or
territorial restrictions set forth are unreasonable, then it is the intention of
the parties that such restrictions be enforced to the fullest extent which the
court deems reasonable and the Agreement shall thereby be reformed.

      Section 3.05. Independent Agreement. The covenants in this Article III are
an integral part and condition of the Dolphin Acquisition. All of the covenants
in this Article III shall be construed as an agreement independent of any other
provision in this Agreement and the existence of any claim or cause of action of
Employee against the Company or its affiliates, whether predicated on this
Agreement or otherwise, shall not constitute a defense to the enforcement by the
Company of such covenants. It is specifically agreed that the period of six
months stated at the beginning of this Article III, during which the agreements
and covenants of Employee made in this Article III shall be effective, shall be
computed by excluding from such computation any time during which Employee is in
violation of any provision of this Article III and any time during which there
is pending in any court of competent jurisdiction any action (including any
appeal from any final judgment) brought by any person, whether or not a party to
this Agreement, in which action the Company or its affiliates seeks to enforce
the agreements and covenants of Employee or in which any person contests the
validity of such agreements and covenants or their unenforceability or seeks to
avoid their performance or enforcement.

                                   ARTICLE IV

             NON-DISCLOSURE AGREEMENT AND PROPRIETARY INFORMATION.

      Section 4.01. Confidentiality; Non-Disclosure Obligations. The Employee
recognizes and acknowledges that the information, techniques, processes,
formulas, developments, experimental work, work in progress, business list of
the Company's customers and any other trade secret or other secret or
confidential information relating to Company's business, including the business
of Dolphin, as they may exist from time to time are valuable, special and unique
assets of Company's business. In addition, Employee recognizes that Company is
continually engaged in research and development of new inventions and
improvements to the information, techniques, processes, formulas, developments,
trade secrets, and other secrets and confidential matters relating to Company's
business. Therefore, Employee agrees as follows:


                                       4
<PAGE>

            (a) That Employee will hold in strictest confidence and not
      disclose, reproduce, publish or use in any manner, whether during or
      subsequent to his employment, without the express authorization of the
      Board, any information, manufacturing technique, process, business
      customer lists, trade secrets or any other secrets or confidential matter
      relating to any aspect of the Company's business as designated from time
      to time by the Board, except as such disclosure or use may be required in
      connection with Employee's work for the Company.

            (b) That upon request or at the time of leaving the employ of the
      Company the Employee will deliver to the Company, and not keep or deliver
      to anyone else, any and all notes, memoranda, documents and, in general,
      any and all material relating to the Company's business.

            (c) The Employee shall (without any additional compensation)
      promptly disclose in writing to the Board all ideas, formulas, programs,
      systems, devices, processes, business concepts, discoveries and inventions
      (hereinafter referred to collectively as "discoveries"), whether or not
      patentable, which the Employee, while employed by the Company, conceives,
      makes, develops, acquires or reduces to practice, whether alone or with
      others and whether during or after usual working hours, and which are
      related to the Company's business or interest, or are used or usable by
      the Company, or arise out of or in connection with the duties performed by
      the Employee hereunder; and the Employee hereby transfers and assigns to
      the Company, all rights, title and interest in and to said discoveries,
      including any and all domestic and foreign contractual agreements entered
      into by Employee during the term of this Agreement and any renewals
      thereof. On request of the Company, the Employee shall (without any
      additional compensation), from time to time during or after the expiration
      or termination of their employment, execute such further instruments
      (including, without limitation, royalties, licenses and/or interest
      whatsoever and assignments thereof) and do all such other acts and things
      as may be deemed necessary or desirable by the Company to protect and/or
      enforce its rights in respect of said discoveries. All expenses of filing
      and/or prosecuting any interests in such discovery shall be borne by the
      Company, but the Employee shall cooperate in filing and/or prosecuting any
      such interest or violation in rights thereto.

            (d) That the Board may from time to time designate other subject
      matters requiring confidentiality and secrecy which shall be deemed to be
      covered by the terms of this Agreement.

      Section 4.02. Enforcement. In the event of a breach or threatened breach
by the Employee of the provisions of this Article IV, the Company shall be
entitled to an injunction:

            (a) Restraining the Employee from disclosing, in whole or in part,
      any information as described above or from rendering any services to any
      person, firm, corporation association or other entity to whom such
      information, in whole or in part, has been disclosed or is threatened to
      be disclosed; and/or


                                       5
<PAGE>

            (b) Requiring that Employee deliver to Company all information,
      documents, notes, memoranda and any and all discoveries or other material
      as described above upon Employee's leave of the employ of the Company.
      Nothing herein shall be construed as prohibiting the Company from pursuing
      other remedies available to the Company for such breach or threatened
      breach, including the recovery of damages from the Employee.

                                    ARTICLE V

                               TERM; TERMINATIONS

      Section 5.01. Term. The term of this Agreement shall begin on the date
herein first set forth and continue for a period of three years (the "TERM"),
unless further extended or sooner terminated as herein provided.

      Section 5.02. Termination This Agreement and Employee's employment shall
be terminated immediately upon completion of the Term or the earlier occurrence
of any one of the following events:

            (a) The death of Employee.

            (b) The termination of the Agreement by the Company for "cause"
after 30 days written notice ("NOTICE OF TERMINATION") to Employee. "CAUSE" for
purposes hereof shall consist of the following: (i) the willful and continuous
failure of the Employee to substantially perform the Employee's duties to the
Company (other than any failure that results from the employee's having become
mentally or physically disabled or any actual or anticipated failure that
results from the occurrence of events constituting "Good Reason" for termination
by the Employee) within 30 days after notice demanding substantial performance,
which notice shall specifically identify the duties that the Employee failed to
substantially perform, is given to the Employee by the Company; (ii) conviction
of Employee by a federal, state or local court for an act (A) of dishonesty, (B)
involving moral turpitude, or (C) constituting a felony, (iii) narcotics
addiction, (iv) habitual intemperance, or (v) the Employee's willfully engaging
in conduct that the Employee knows, or reasonably should know, to be materially
injurious to the Company.

            (c) The Employee's disability. "DISABILITY" for purposes hereof
means a physical or mental infirmity which, in the opinion of a physician
selected by the Company, (i) shall prevent the Employee from earning a
reasonable livelihood with the Company, (ii) can be expected to result in death
or which has lasted or can be expected to last for a continuous period of not
less than 12 months and (iii) did not result from alcoholism or addiction to
narcotics.

            (d) The termination of the Agreement by the Employee for Good
Reason. "GOOD REASON" for purposes hereof shall mean (i) a failure by the
Company to comply with any material provision of this Agreement which has not
been cured within ten (10) days after notice of such noncompliance has been
given by the Employee to the Company, or (ii) the termination of Craig Crawford
as both Chairman and Chief Executive Officer of the Company unless either Mark
Beatty or Thor Schueler are then serving in either of those positions.


                                       6
<PAGE>

            (e) The termination of the Agreement by the Company, other than as a
result of death, disability or for Cause.

            (f) The resignation of the Employee without "Good Reason."

      Section 5.03. Compensation Upon Termination or During Disability.

            (a) If the Employee's employment is terminated by his death pursuant
to Section 5.02(a), the Company shall pay to the Employee's spouse, or if he
leaves no spouse, to his estate, (i) his full salary through the date of death,
at the rate then in effect, (ii) a pro rata portion of any bonuses earned
through the date of death, (iii) all outstanding expenses payable pursuant to
Section 2.02 hereof, and (iv) commencing on the next succeeding day which is the
fifteenth day or last day of the month, as the case may be, and semimonthly
thereafter on the fifteenth and last days of each month, until a total of six
payments has been made, an amount on each payment date equal to the semimonthly
salary payment payable to the Employee pursuant to Section 2.01 hereof at the
time of his death.

            (b) If the Employee's employment shall be terminated for Cause
pursuant to Section 5.02(b), the Company shall pay the Employee (i) his full
salary through the date of termination, at the rate in effect at the time Notice
of Termination is given, (ii) a pro rata portion of any bonuses earned through
the date of death, and (iii) all outstanding expenses payable pursuant to
Section 2.02 hereof, and the Company shall have no further obligations to the
Employee under this Agreement.

            (c) If the Employee's employment shall terminate as a result of
disability pursuant to Section 5.02(c) hereof, the Company shall pay the
Employee (i) his full salary through the date of termination at the rate in
effect at the date of termination, (ii) a pro rata portion of any bonuses earned
through the date of termination, and (iii) all outstanding expenses payable
pursuant to Section 2.02 hereof. During any period that the Employee fails to
perform his duties hereunder as a result of incapacity due to physical or mental
illness ("DISABILITY PERIOD"), the Employee shall continue to receive his full
salary at the rate then in effect for such period until his employment is
terminated pursuant to Section 5.02(c) hereof, provided that payments so made to
the Employee shall be reduced by the sum of the amounts, if any, payable to the
Employee at or prior to the time of any such payment under disability benefit
plans of the Company and which were not previously applied to reduce any such
payment.

            (d) If the Employee shall terminate his employment for Good Reason
pursuant to Section 5.02(d) or if the Company shall terminate the Employee's
employment pursuant to Section 5.02(e), then:

            (i) the Company shall pay to the Employee (A) the Salary, (B) a pro
      rata portion of any bonuses earned through the date of termination, (C)
      all outstanding expenses payable pursuant to Section 2.02 hereof, and (D)
      any benefits accrued but otherwise unpaid through the date of termination;

            (ii) the Company shall pay to the Employee a lump sum cash amount
      equal to six months of Salary based on the Salary in effect at the time of
      termination;


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<PAGE>

            (iii) any of the Stock Options that would otherwise vest within a
      period of twelve months following the date of termination will vest and
      become fully exercisable for a period of twelve months after which time
      those Stock Options will expire; and

            (iv) the Company (at its sole expense) shall take the following
      actions:


                  (A) for a period of six months following the date of
            termination, the Company shall maintain in effect employee benefit
            programs that are substantially similar to the benefit plans in
            which the Employee was a participant immediately before the
            termination date; or

                  (B) the Company shall pay to the Employee a lump sum cash
            amount equal to the value of six months of benefits based on the
            benefits in which the Employee was a participant immediately before
            the termination date.

            (e) If the Employee shall terminate his employment for other than
Good Reason pursuant to Section 5.02(f), for any reason other than death or
disability, the Company shall pay the Employee (i) his full salary through the
date of termination, at the rate in effect at the time Notice of Termination is
given, (ii) a pro rata portion of any bonuses earned through the date of
termination, and (iii) all outstanding expenses payable pursuant to section 2.02
hereof, and the Company shall have no further obligations to the Employee under
this Agreement.

            (f) Upon payment by the Company to the Employee of the amounts and
other benefits required to be paid pursuant to the foregoing provisions of this
Section 5.03, the Company shall no longer be obligated to pay any other amounts
or benefits to the Employee, other than benefits that, at the time of
termination of the Employee's employment by the Company, had vested in the
Employee as a result of the Employee's participation in any profit sharing,
savings, retirement, or pension plan of the Company. If the Employee's
employment by the Company shall have been terminated as a result of the
Employee's death, the benefits otherwise required to be paid to the Employee
pursuant to the foregoing provisions of this Section 5.03 shall be paid to the
executor or administrator of the estate of the Employee. Each payment required
to be made to the Employee pursuant to the foregoing provisions of this Section
5.03 shall be made by check drawn on an account of the Company at a bank located
in the United States of America and (ii) shall be paid (x) if the Employee's
employment by the Company was terminated as a result of the Employee's death,
the Employee's disability or the Employee's retirement, not more than 30 days
immediately following the date of the occurrence of that event, and (y) if the
Employee's employment by the Company was terminated for any other reason, not
more than 10 days immediately following the Termination Date.


                                       8
<PAGE>

                                   ARTICLE VI

                           REPRESENTATIONS OF EMPLOYEE

      Employee has represented and hereby represents and warrants to the Company
that he is not subject to any restriction or non-competition covenant in favor
of a former employer or any other person or entity and that the execution of
this Agreement by Employee and his employment by the Company or its affiliates
and the performance of his duties hereunder will not violate or be a breach of
any agreement with a former employer or any other person or entity. Further,
Employee agrees to indemnify the Company and its affiliates for any claim,
including, but not limited to, attorney's fees and expenses of investigation, by
any such third party that such third party may now have or may hereafter come to
have against the Company or its affiliates based upon or arising out of any
non-competition agreement or invention and secrecy agreement between Employee
and such third party. ARTICLE VII

                                  MISCELLANEOUS

      Section 7.01. Complete Agreement. This Agreement is not a promise of
future employment. There are no oral representations, understandings or
agreements with the Company or any of its officers, directors or representatives
covering the same subject matter as this Agreement. This written Agreement is
the final, complete and exclusive statement and expression of the agreement
between the Company and Employee and of all the terms of this Agreement and it
cannot be varied, contradicted or supplemented by evidence of any prior or
contemporaneous oral or written agreements. Upon the effective date of this
agreement, any prior agreements relating to the Company's employment of Employee
shall be terminated and superseded in its entirety. This written agreement may
not be later modified except by a further writing signed by the Company and
Employee, and no term of this Agreement may be waived except by writing signed
by the party waiving the benefit of such terms.

      Section 7.02. No Waiver. No waiver by the parties hereto of any default or
breach of any term, condition or covenant of this Agreement shall be deemed to
be a waiver of any subsequent default or breach of the same or any other term,
condition or covenant contained herein.

      Section 7.03. Assignment; Binding Effect. Employee understands that he has
been selected for employment by the Company on the basis of his personal
qualifications, experience and skills. Employee agrees, therefore, that this
Agreement and the rights to his services may be assigned by the Company at any
time without notice to him, but that he cannot assign all or any portion of this
Agreement. Subject to the preceding two sentences, this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, successors and assigns. It is further understood and agreed that the
Company may be merged or consolidated with another entity and that any such
entity shall automatically succeed to the rights, powers and duties of the
Company hereunder.


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<PAGE>

      Section 7.04. Notice. Any and all notices, requests or communications
hereunder shall be given in writing and delivered by: (a) regular, overnight or
registered or certified mail (return receipt requested), with first class
postage prepaid; (b) hand delivery; (c) facsimile transmission; or (d) overnight
courier service, to the parties at the following addresses or facsimile numbers:

            To the Company:   The Project Group, Inc.
                              333 N. Sam Houston Parkway E., Suite 275
                              Houston, Texas 77060
                              Attention:  Craig Crawford, President
                              Fascimile Number:  (281) 445-3373

            To Employee:      ________________________________________
                              ________________________________________
                              ________________________________________

or at such other address or number as shall be designated by either of the
parties in a notice to the other party given in accordance with this Section
7.04. Except as otherwise provided in this Agreement, all such communications
shall be deemed to have been duly give: (A) in the case of a notice sent by
regular or registered or certified mail, three business days after it is duly
deposited in the mails; (B) in the case of a notice delivered by hand, when
personally delivered; (C) in the case of a notice sent by facsimile, upon
transmission subject to telephone confirmation of receipt; and (D) in the case
of a notice sent by overnight mail or overnight courier service, the next
business day after such notice is mailed or delivered to such courier, in each
case given or addressed as aforesaid.

      Section 7.05. Severability; Headings. If any portion of this Agreement is
held invalid or inoperative, the other portions of this Agreement shall be
deemed valid and operative and, so far as is reasonable and possible, effect
shall be given to the intent manifested by the portion held invalid or
inoperative. The section headings herein are for reference purposes only and are
not intended in any way to describe, interpret, define or limit the extent or
intent of this Agreement or of any part hereof.

      Section 7.06. Arbitration. Any controversy or claim arising out of or
relating to this Agreement or the breach thereof shall be settled by arbitration
in the City of Houston, Texas in accordance with the rules then existing of the
American Arbitration Association and judgment upon the award may be entered in
any Court having jurisdiction thereof.

      Section 7.07. Governing Law. This Agreement shall in all respects be
construed according to the laws of the State of Texas.


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<PAGE>

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and date herein first set forth.


                                    THE PROJECT GROUP, INC.
ATTEST:
                                    By: ________________________________________
________________________            Name:  John Winchester
                                    Title: Vice President

                                    EMPLOYEE:
ATTEST:
                                    ____________________________________________

________________________


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