Exhibit 10.1
                             FIFTH AMENDMENT TO THE
                              ENGLOBAL 401(K) PLAN

WHEREAS, ENGlobal Engineering, Inc. (the "Employer") adopted a restatement of
the ENGlobal 401(k) Plan (the "Plan"), effective as of October 1, 2005, and
various subsequent amendments; and

WHEREAS, the Employer has the ability to amend the Plan pursuant to Article 7.1;
and

WHEREAS, the Employer now desires to amend the Plan to make the matching
contribution discretionary.

NOW, THEREFORE, the Employer hereby amends the Plan in the following respects,
effective as set forth below:

1. Effective January 1, 2009, Section 4.1(b) is amended to read as follows:

                  (b)(i) For all Participants who are classified on the payroll
         records of the Employer as "regular employees," a discretionary
         matching contribution equal to a uniform percentage of each such
         Participant's Deferred Compensation, the exact percentage, if any, to
         be determined by the Employer, which amount, if any, shall be deemed an
         Employer Non-Elective Contribution. Except, however, in applying the
         matching percentage determined by the Employer, only salary reductions
         up to 6% of payroll period Compensation shall be considered.

                    (ii) For all Participants except those who are classified
         on the payroll records of the Employer as "regular employees," a
         discretionary matching contribution equal to a uniform percentage of
         each such Participant's Deferred Compensation, the exact percentage, if
         any, to be determined by the Employer, which amount, if any, shall be
         deemed an Employer Non-Elective Contribution. Except, however, in
         applying the matching percentage determined by the Employer, only
         salary reductions up to 6% of payroll period Compensation shall be
         considered.

2. In all other respects, the terms of this Plan are hereby ratified and
confirmed.

IN WITNESS WHEREOF, the Employer has caused this Fifth Amendment to be executed
in duplicate counterparts, each of which shall be considered as an original, as
of the date indicated below.


                           ENGLOBAL ENGINEERING, INC.


/s/ Jean B. Whitaker                  By: /s/ William A. Coskey
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Witness
                                      Title: CEO
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                                      Date:  December 30, 2008
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