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		 	Executive Level Incentive Plan	 
	
	






1.    PURPOSE
AND EFFECTIVE DATE



     1.1
The purpose of this Executive Level Incentive Plan (this  “Plan”) is to
provide financial incentives to certain corporate  officers (the “Participants”)
of ENGlobal Corporation  (“ENGlobal” or the “Company”)
to use their  best efforts on behalf of the Company and to provide bonuses commensurate
with  the industry peer group if the Company is successful in raising earnings per  share.



     1.2
This Plan was approved by the Board of Directors on December 16, 2004 and shall  be
effective as of January 1, 2005, and amended by the Board of Directors on  March 28, 2006,
to be effective as of January 1, 2006.




2.    ELIGIBLE
PARTICIPANTS



     The
Participants  in this Plan shall be the Chairman of the Board, President and Chief
Executive  Officer, Chief Financial Officer, Executive Vice President of Business
Development, and such other participants as the Board of Directors may designate  from
time to time.




3.    BONUS
POOL AND BONUS PAYMENTS



     The
“Bonus Pool” (herein so called) from which bonuses shall be  paid to
Participants under this Plan shall be calculated and paid as follows:



     3.1
If  the Company’s adjusted earnings per share (“EPS”) for the  year
for which the bonus is being paid (the “Current Year”),  after
subtracting any and all incentive compensation, exceeds adjusted EPS in  the immediately
preceding calendar year (the “Base Year”), then  the Company shall
contribute to the Bonus Pool in the amounts, and with the  restrictions, as set below.
“Adjusted Earnings per Share” shall  mean the Company’s actual
Earnings per Share for the Bonus Period as stated  in the Company’s audited
financial statements filed with its Annual Report  on Form 10-K, but adjusted each year
to exclude unusual or infrequent  transactions. The amount of the “Bonus Pool” shall
be  determined as follows:



	(1)	 	
$88,000 for each penny per share of earnings the Company makes which is over and above the
prior year’s earnings per share. 







	(2)	 	
Notwithstanding anything herein to the contrary, the total Bonus Pool for this plan, plus
the Key Manager Incentive Plan, shall not exceed 13.10% of adjusted pre-tax, pre-bonus
earnings (after adjusting for non-operating and non-recurring events). 







	(3)	 	
Additionally, no Participant shall be entitled to a bonus hereunder that is greater than
1.5 times the Participant’s annual salary for the year for which the bonus is paid. 







     3.2
Bonus payments, if due hereunder, will be made within 75 days following the end of each
year.












		
		 	Executive Level Incentive Plan	 
	
	






4.    BONUS
DETERMINATIONS



     The
amount of the Bonus shall be divided among the Eligible Participants in
proportion to their salaries for the year in which the bonus is being paid.




5.   
MISCELLANEOUS



     5.1
This Bonus Plan shall be governed by the laws of the State of Texas, excluding  choice of
law and conflict of law principles that direct the application of the  laws of a
different state. The Board of Directors is hereby authorized to  resolve any ambiguities
in this Plan.



     5.2
This Bonus Plan represents the sole Bonus Plan covering the Participants, and  all rights
to participate in any other Bonus Plans (other than any plan under  which the Company may
award options or other equity consideration) are hereby  revoked in their entirety. This
Bonus Plan may be modified or amended at any  time by the Board of Directors of the
Company, with or without prior notice to  the Participants.



     5.3
There are no third-party beneficiaries to this Bonus Plan.



     5.4
This  Bonus Plan is an unfunded and unsecured compensation arrangement. It is not
governed by the Employee’s Retirement and Income Security Act of 1974.



Adopted by
Resolution of the Compensation Committee of the Board of Directors 
 April 17, 2006




/s/    William A.
Coskey, P.E. 
 William A. Coskey, P.E. 
 Chairman of the Board





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