EXHIBIT 10.6



                             Modification  Letter
                        SECURITIES PURCHASE AGREEMENT
                       AMENDMENT DATED AS OF MAY 7, 2004
                           THE PROJECT GROUP, INC.


                              May  7,  2004


To  The  Holders  Identified  on  Schedule  A

          Re:     Preferred  Stock  Conversion  Price  and Common Stock Purchase
Warrant Exercise  Price  Modification

Dear  Holders:

     Reference  is  made  to the Securities Purchase Agreement dated as of March
9,  2004  between  The  Project Group, Inc. (the "Company") and the undersigned
Holder  related  to  the  purchase  by  the  Holder  of  Series  B 4% Redeemable
Preferred  Stock  ("Preferred  Stock")  and  Common Stock Purchase Warrants (the
"Warrants") Pursuant  to  the Certificate of Designation, Preferences and Rights
and Number of  Shares  of  Series  B  4%  Redeemable  Preferred  Stock
("Certificate  of Designation"),  each  of the Holders of Preferred Stock was
granted the right to convert  such Preferred Stock into Common Stock of the
Company.  Pursuant to the Warrants,  each  of  the  Holders  was  granted  the
right, subject to terms and conditions  of  the  Warrant, to purchase shares of
Common Stock of the Company.

     WHEREAS,  the Company and the undersigned Holder have determined that it is
necessary  and desirable to  to modify certain  terms of the Preferred Stock and
Warrants  and  the  Securities  Purchase  Agreement.

     It  is  now  therefore  agreed  by  the Company and the Holder for good and
valuable  consideration,  receipt  of  which  is  acknowledged,  that:

     1.     The  initial  Conversion  Rate,  as  defined  in  the Certificate of
Designation,  shall  be  amended  and  changed  to  reflect  that  each share of
Preferred  Stock  shall  be  convertible into12,500 shares of Common Stock.  The
Company  undertakes  to  make  all  filings  with  the State of Nevada which are
necessary  to  effectuate  this  modification and to provide an amendment to the
Certificate  of  Designation  of  the  Preferred  Stock  to  the  Holder.

     2.     The  Exercise  Price,  as  defined  in  the  Warrants, is reduced to
$0.135,  subject  to  further  adjustment  as  described  in  the  Warrants.

     3.     The  Holder  hereby  acknowledges that as a result of the changes to
the  Preferred Stock and Warrants, the Company shall be required to withdraw its
pending  registration  statement  which  was filed by the Company to comply with
section  10 of the Securities Purchase Agreement, and to file a new registration
statement  reflecting  the  new  terms of the preferred Stock and Warrants.  The
undersigned  Holder  hereby  waives  any  default  which  may  be deemed to have
occurred  under  Section  10 of the Securities Purchase Agreement as a result of
the  withdrawal;  provided,  however,  such  waiver  of  default shall be deemed
effective  only  in the even that the Company files a new registration statement
with  the  Securities and Exchange Commission within 5 business days of the date
hereof.

     4.     All  terms employed in this letter, unless otherwise defined herein,
shall  have  the  same  meanings  attributed  to  them  in  the  Certificate  of
Designation,  Preferred  Stock  and  Warrants.




     5.     Except as modified herein, the Certificate of Designation, Preferred
Stock,  Warrants  and documents delivered in connection therewith remain in full
force  and  affect.

          6.     This  letter  constitutes the binding obligation of the Company
and  the  Holder.  This  Agreement  may  be  executed in counterpart  and all so
executed  shall constitute one Agreement, binding on all the parties hereto even
though  all  the  parties  are  not  signatories  to  the  original  or the same
counterpart  .

     7.     In  lieu  of  the Company reissuing Preferred Stock certificates and
Warrant  certificates reflecting the reduced Conversion Rate and Exercise Price,
a  copy  of  this letter appended to the Preferred Stock certificate and Warrant
shall  be deemed sufficient to evidence the reduction of the Conversion Rate and
Exercise  Price.

     8.     The  Holder  further  acknowledges that the warrants issuable to the
Selling  Agent  shall be amended to reflect an exercise price of $.135 per share


THE  PROJECT  GROUP,  INC.

   /s/ Craig Crawford
By:________________________________
     Craig Crawford, Pesident

HOLDER:


Alpha  Capital  AG

Ateres  Mechoel,  Inc

Bais  Yaakov  Moshe

Genesis  Microcap,  Inc

Leon  Goldberg

J.M.  Investors

Bella  Jacobs

Keren  Mycb  Elias

Mendlowitz  Charitable
Foundation

Platinum  Partners  Value
Arbitrage  Fund

Platinum  Partners  Global
Macro  Fund

Zenny  Trading  Ltd