FIFTH AMENDMENT TO LEASE

Exhibit 10.1

FIFTH AMENDMENT TO LEASE

     THIS AGREEMENT is made this 19th day of May, 2008 by and between NEWTOWER TRUST COMPANY MULTI-EMPLOYER PROPERTY TRUST, a trust organized under 12 C.F.R. Section 9.18 (“Landlord”), and THE MANAGEMENT NETWORK GROUP, INC., a Delaware corporation (“Tenant”).

Recitals

     Under date of April 23, 1998, a predecessor of Landlord entered into a written lease with Tenant for certain office premises (the “Premises”) located within Landlord’s building (the “Building”) located at 7300 College Boulevard, Overland Park, Kansas, as more particularly described in such lease. Under date of May 11, 1999 (the “First Amendment”), May 30, 2000 (the “Second Amendment”), August 30, 2005 (the “Third Amendment”) and July 10, 2007 (the “Fourth Amendment), the parties or their predecessors entered into amendments to said lease. Said lease, as amended, is hereinafter referred to as the “Lease”. The term of the Lease expires on August 31, 2010. Landlord and Tenant now desire to further amend the Lease as more particularly set forth herein.

Agreement

     In consideration of the foregoing, the covenants and agreements hereinafter contained and other good and valuable consideration, the receipt of which is acknowledged, the parties hereto agree as follows:

     1. Commencing on the Effective Date (as herein defined), the Premises demised under the Lease shall be enlarged by adding thereto approximately 3,961 rentable square feet of floor area on the third floor of the Building (the “Fifth Additional Space”), as shown on the floor plan attached hereto as Exhibit A . From and after the Effective Date, the Fifth Additional Space shall be included as a portion of the Premises demised pursuant to the Lease and shall be subject to all of the terms, covenants and provisions of the Lease, as modified and amended herein. With the inclusion of the Fifth Additional Space, the Premises shall comprise approximately 10,436 rentable square feet of floor area.

     2. On or before the Effective Date, Landlord shall undertake and substantially complete the work of remodeling and reconditioning the Fifth Additional Space and the Premises in accordance with the space plan attached hereto as Exhibit B (“Landlord’s Work”). All such work shall be performed in a good and workmanlike order in compliance with all building codes and regulations. Tenant agrees to cooperate with Landlord in the performance of Landlord’s Work, and Tenant agrees that if any such work inconveniences Tenant or disrupts business operations in the Premises, Landlord shall not be liable therefor nor shall the same constitute an actual or constructive eviction of Tenant or entitle Tenant to any deduction or offset in the payment of rent and other charges due and payable under the Lease, as amended herein, provided, however, Landlord shall use reasonable efforts to minimize disruption of Tenant’s normal business operations in the Premises. By occupying the Fifth Additional Space, Tenant shall thereby conclusively be deemed to have accepted the work performed by Landlord and acknowledged that the Fifth Additional Space is in the condition required by this Agreement except for any punch list of unsatisfactory items of which Tenant gives written notice to Landlord within ten (10) days after delivery of possession of the Fifth Additional Space to Tenant. Landlord agrees to pay the cost of Landlord’s Work to the extent such cost shall not exceed $79,220.00 ($20.00 per rentable square foot in the Fifth Additional Space) (the “Allowance”). In the event that the cost of Landlord’s Work exceeds the Allowance, then Tenant shall pay such excess to Landlord within ten (10) days after Landlord’s statement therefor. The cost of Landlord’s Work shall include architectural fees and costs of working drawing and a construction management fee of five percent (5%) of the total cost of the work. As used herein, the “Effective Date” means the date upon which the Landlord’s Work shall be substantially completed and

Landlord has obtained a temporary or permanent certificate of occupancy for the Fifth Additional Space or other evidence permitting occupancy of the Fifth Additional Space by Tenant. Each party agrees, at the request of the other, to execute and deliver an instrument confirming the actual Effective Date when determined. The Effective Date is anticipated to be on or about June 1, 2008. Tenant shall be responsible for Landlord’s cost, including lost rent, arising out of any delays in completion of Landlord’s Work caused by Tenant.

     3. The Lease Term is hereby extended for one additional period (the “Extension Period”) of three (3) years commencing on September 1, 2010 and ending on August 31, 2013. Except as expressly herein provided, such extension of the Lease Term shall be upon all of the same terms, covenants, provisions and conditions as contained in the Lease, as amended herein.

     4. Commencing on the Effective Date and continuing thereafter until the expiration of the Lease Term, as extended herein, the monthly Base Rent payable by Tenant pursuant to Section 3.1 of the Lease shall be amended to be as follows:

     Monthly Base Rent is due and payable in advance on or before the first day of each calendar year from and after the Effective Date but if the Effective Date is not the first day of a month, the monthly Base Rent for the first partial month shall be prorated on a daily basis.

     5. Commencing on the Effective Date, the Base Year for calculating Tenant’s Pro Rata Share of Excess Operating Costs pursuant to Section 3.3 of the Lease (the “Additional Rent”) shall be calendar year 2007. Tenant’s Pro Rata Share of Excess Operating Costs for the period ending on the day prior to the Effective Date shall be prorated for a partial year.

     6. The parties acknowledge that the inclusion of the Fifth Additional Space within the Premises shall necessitate an adjustment in Tenant’s Pro Rata Share as set forth in Section 1.1.g of the Lease. Accordingly, commencing on the Effective Date, Tenant’s Pro Rata Share