X0202 4 2004-10-26 0 0001096789 PROJECT GROUP INC PJTG 0001222721 WINCHESTER JOHN 333 N.SAM HOUSTON PKWY ., SUITE 275 HOUSTON TX 77060 1 1 0 0 Vice President Common Stock 2004-10-26 4 D 0 4360000 D 529778 D Series A Preferred Stock 2004-10-26 4 J 0 436000 A 2006-10-26 Common Stock 436000 D On October 26, 2004, John Winchester exercised his right, as set out in the March 26, 2003 Agreement and Plan of Reorganization of The Project Group, Inc., to convert, by surrendering to The Project Group, Inc., 4,360,000 shares of common stock into a number of shares of Series A Preferred Stock of the company which shares, in turn, have the right to convert into 10.5380% of the outstanding common stock of the company after October 26, 2006. N/A /s/ John Winchester 2004-11-17