EXECUTIVE
EMPLOYMENT AGREEMENT

THIS
AGREEMENT dated as of December 22, 2005, by and between ENGlobal
Corporation, a Texas corporation (the
Company),and Michael M. Patton,
a resident of Houston, Texas (the Executive).

RECITALS

WHEREAS,
the  Executive is willing to accept  employment  by the Company on the terms and
conditions  of  this Agreement;

NOW,
THEREFORE, the Company and the Executive agree as follows:

1.Employment Duties and Acceptance.

1.1
Employment by the Company. The Company agrees to employ the Executive as  Senior
Vice President of Business Development for the duration of the  Employment Term (as
defined in Section 2 below), to render such services and to  perform such duties as are
normally associated with and inherent in the  executive capacity in which the Executive
will be serving, as well as such other  duties, which are not inconsistent with the
Executives position with the  Company, as shall from time to time reasonably be
assigned to him by the Chief  Executive Officer of the Company (the CEO),
including, but not limited to, possible assignments to render services and  perform
duties with ENGlobal Corporation and/or its subsidiaries.

1.2
Acceptance of Employment by the Executive. The Executive accepts such  employment
for the Employment Term and agrees to render the services required of  him under Section
1.1. During the Employment Term, the Executive shall devote  his full business time,
attention and energy to the business of the Company and  the performance of his duties
under this Agreement. The foregoing shall not,  however, prohibit the Executive from
making and managing personal investments,  or from engaging in civic or charitable
activities, that do not materially  impair the performance of his duties under this
Agreement. If appointed or  elected, as applicable, the Executive also shall serve during
all or any part of  the Employment Term as any other officer and/or as a director of the
Company or  any of its subsidiaries or affiliates, without any additional compensation
other  than that specified in this Agreement.

1.3
Place of Performance. The Executive shall be based in the Houston  Metropolitan
Area, and nothing in this Agreement shall require the Executive to  relocate his base of
employment or principal place of residence from the Houston  Metropolitan Area.

1.4
Termination of Existing Contracts. The Executive agrees that all  agreements and
contracts, whether written or oral, relating to the employment of  the Executive by the
Company, or any of its subsidiaries or affiliates, shall be  superceded effectiveas
of the commencement of the Employment Term.  However, nothing in this Section 1.4 shall
(i) affect accrued vacation, holiday  or sick pay accruals, (ii) require the Company to
cease to make available to the  Executive, and, subject to his meeting all applicable
eligibility requirements,  the Executive shall be entitled to continue to be covered
under, all group  health, medical and dental insurance policies, plans and programs
maintained by  the Company for its executive level employees generally, in each case
until  replacement coverage is provided by the Company, or (iii) impair or adversely
affect any indemnification rights that the Executive may have under statutes  empowering
corporations in the Companys or any of its subsidiaries states of
incorporation to indemnify their officers and directors, or under the  Companys or
any of its affiliates bylaws or any written  indemnification agreement between the
Executive and the Company or any of its  affiliates implementing such statutory
indemnification rights, but only with  respect to third-party claims or proceedings that
relate to actions taken by the  Executive as an officer or director of the Company or any
of its affiliates  prior to the date hereof.

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2.
Employment Term. The term of the Executives employment under this  Agreement
(the Employment Term) shall commence  on the effective
date of February 7, 2006 (the  Commencement Date),
and shall continue through  and expire on the 3rd anniversary of the Commencement
Date (the  Expiration Date),unless extended by
the  Company or earlier terminated as herein provided. By written notice given by the
Company to the Executive at any time at least 60 days before the Expiration  Date, the
Company may elect to extend the Employment Term for one additional  one-year period
beginning on the Expiration Date. In that case, and from that  point forward, the Employment
Termshall become  the four-year period beginning on the
Commencement Date, and the term  Expiration Dateshall
be deemed to refer to the  fourth anniversary of the Commencement Date.

3.Compensation and Other Benefits.

3.1
Annual Salary. As compensation for services to be rendered under this  Agreement,
the Company shall pay the Executive a salary (the Annual  Salary),subject
to such increases as the Board of  Directors may, in its discretion, approve, at a rate
of $210,000.00 per annum.  The Executive shall also be eligible, during the Employment
Term, to receive  such other compensation, whether in the form of cash bonuses, incentive
compensation, stock options, stock appreciation rights, restricted stock awards  or
otherwise (collectively, the Additional  Compensation),as
the Board of Directors (or any  committee of the Board) may, in its discretion, approve.
The Annual Salary and  the Additional Compensation shall be payable in accordance with
the applicable  payroll and/or other compensation policies and plans of the Company as in
effect  from time to time during the Employment Term, less such deductions as shall be
required to be withheld by applicable law and regulations, or authorized by  Executive.

3.2
Participation in Employee Benefit Plans. The Executive shall be  permitted, during
the Employment Term, if and to the extent he is and continues  to meet all applicable
eligibility requirements, to participate in any group  life, hospitalization or
disability insurance plan, health program, pension  plan, similar benefit plan or other
fringe benefits of the Company,  which may be available to all other
similarly situated executives and officers  of the Company on generally the same terms.

3.3
Executive Support. The Company shall provide to the Executive office  facilities,
furniture, and equipment, secretarial and support personnel and  other management level
support services as the Executive shall reasonably  require in connection with his
performance of his duties under this Agreement.

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3.4
Reimbursement of Business Expenses. The Executive may incur reasonable,  ordinary
and necessary business expenses in the course of his performance of his  duties under
this Agreement, including expenses for travel, food and  entertainment. The Company shall
reimburse the Executive for all such business  expenses if (i) the expenses are incurred
by the Executive in accordance with  the Companys business expense reimbursement
policy, if any, as may be  established and modified by the Company from time to time, and
(ii) the  Executive provides to the Company a record of and appropriate receipts for (A)
the amount of the expense, (B) the date, place and nature of the expense, (C)  the
business reason for the expense and (D) the names, occupations and other  data concerning
individuals entertained sufficient to establish their business  relationship to the
Company. The Company shall have no obligation to reimburse  the Executive for expenses
that are not incurred and substantiated as required  by this Section 3.4.

4.Non-Competition.

4.1
Covenants Against Competition. The Executive acknowledges that (i) the  Company,
which for purposes of this Section 4 includes the Company, and all of  its present and
future subsidiaries and affiliates, engaged in the business of  providing a broad range
of engineering services and engineered systems  (instrumentation systems), including
planning, design procurement, construction  management, in-plant maintenance, field
inspection and control system services  (the Business); (ii) the Executive is
one of a limited number of  persons who has performed a significant role in developing
the Business; (iii)  the Business is conducted throughout the United States and
internationally; (iv)  his work for the Company will give him possession of, and access
to, trade  secrets of, and confidential, proprietary information concerning, the Company;
(v) the agreements and covenants contained in this Section 4 (collectively, the  Restrictive
Covenants) are essential to protect  the Business and the goodwill
of the Company. Accordingly, the Executive agrees  as follows:

4.1.1
Non-Compete. During the Restricted Period, the Executive shall not (A)  engage,
anywhere within the Territory (as hereinafter defined), as an owner,  co-owner, investor,
creditor, officer, director, employee, independent  contractor, consultant, advisor, or
in any other managerial capacity in any  business selling or providing any services which
are sold or offered by the  Company, within the area surrounding each office or facility
(Facility) at which the Executive was employed  by the
Company within the two-year period immediately preceding the date of the  Executives
termination of employment (for purposes of this Section 4.1,  the area surrounding a
Facility shall be: (1) the city, town or village in which  the Facility is located, (2)
the county or parish in which the Facility is  located, (3) the counties or parishes
contiguous to the county or parish in  which the Facility is located and (4) the area
located within 150 miles of the  Facility, all of such locations being herein
collectively called the  Territory,or (B) call
on any person or  entity that at the time is, or at any time within one-year prior to the
date of  termination of the Executives employment was, a customer of the Company,
for the purpose of soliciting or selling any product or service which is then  sold or
offered within the Territory by the Company if the Executive has  knowledge of that
customer relationship; provided, however,that nothing  in this Section 4.1.1
shall prohibit the Executive from owning, directly or  indirectly, solely as an
investment, securities of any entity traded on any  national securities exchange or
over-the-counter market if the Executive is not  a controlling person of, or a member of
a group which controls, such entity and  does not, directly or indirectly, own one
percent or more of any class of  securities of such entity. As used in this Section 4,
the term  Restricted Periodmeans the period beginning
on  the Commencement Date and ending:

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| | (i)  if
the Executives employment terminates as a result of (a) a termination  for Cause
under Section 5.2 or (b) the Executives voluntary resignation,  the third
anniversary of the Executives date of termination of employment;  or
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)  if
the Executives employment terminates as a result of (a) a termination  without
Cause under Section 5.3 or (b) a termination for disability under  Section 5.4, on the
expiration of the Total Severance Benefit Period (as defined  in Section 5.5).
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4.1.2
Confidential Information; Personal Relationships. During the Restricted  Period
and thereafter, the Executive shall keep secret and retain in strict  confidence, and
shall not use for the benefit of himself or others, all  confidential matters of the
Company, including, without limitation,  know-how, trade secrets, customer
lists, details of client or  consultant contracts, pricing policies, bidding practices
and procedures,  operational methods, marketing plans or strategies, project development
techniques or plans, business acquisition plans, new personnel acquisition  plans,
methods of production, manufacture and installation, technical processes,  designs and
design projects, inventions and research projects of the Company  learned by the
Executive heretofore or during the Restricted Period; nor shall  the Executive exploit
for his own benefit, or the benefit of others, personal  relationships with customers,
suppliers or agents of the Company in connection  with or adversely affecting the
Business formed previously during the course of  his association with the Company or
formed during the Restricted Period.

4.1.3
Property of the Company. All memoranda, notes, lists, records and other  documents
or papers (and all copies thereof), including such items stored in  computer memories, on
microficheor by any other means, made or compiled  by or on behalf of the
Executive, or made available to the Executive relating to  the Company, other than purely
personal matters, are and shall be the  Companys property. Upon the termination of
the Executives employment  (whether such termination is for Cause, as hereinafter
defined, or otherwise) or  at any other time on request of the Company, Executive shall
promptly (i) return  all Company property, (ii) download into useable format and provide
to the  Company all such information stored on computers or other electronic storage,
and immediately thereafter destroy or permanently delete the information from  Executives
possession, and (iii) within five days of the Companys  written request, provide
the Company with a sworn affidavit verifying that all  such materials have been returned
to the Company or destroyed.

4.1.4
Employees of the Company. During the Restricted Period and thereafter for  as long
as the Executive shall remain an employee of or consultant to the  Company, the Executive
shall not, directly or indirectly, hire or solicit any  employee or consultant engineer
of the Company away from the Company or  encourage any such employee or agent to leave
such employment.

4.1.5
Consultants of the Company. During the Restricted Period and thereafter  for as
long as the Executive shall remain an employee of or consultant to the  Company, the
Executive shall not, directly or indirectly, hire or solicit any  consultant then under
contract with the Company or encourage such consultant to  terminate such relationship.

4.1.6
Acquisition Candidates. During the Restricted Period and thereafter for  as long
as the Executive shall remain an employee of or consultant to the  Company, the Executive
shall not call on any Acquisition Candidate (as defined  below in this Section 4.1.6),
with the knowledge of such Acquisition  Candidates status as such, for the purpose
of acquiring, or arranging the  acquisition of, that Acquisition Candidate by any person
or entity other than  the Company. In this Section 4.1.6 Acquisition
Candidatemeans any person or entity engaged in any of the
businesses of engineering services, including planning, design procurement,  construction
management, in-plant maintenance, field inspection and control  system services, and (i)
which was called on by the Company, in connection with  the possible acquisition by the
Company of that person or entity, or (ii) with  respect to which the Company has made an
acquisition analysis within two (2)  years preceding the date of Executives
termination of employment.

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4.2
Rights and Remedies upon Breach. If the Executive breaches or threatens  to commit
a breach of the Restrictive Covenants, the Company shall have the  following rights and
remedies, each of which shall be independent of the others  and severally enforceable,
and each of which is in addition to, and not in lieu  of, any other rights and remedies
available to the Company under law or in  equity.

4.2.1
Specific Performance. The right and remedy to have the Restrictive  Covenants
specifically enforced by any court of competent jurisdiction, it being  agreed that any
breach or threatened breach of the Restrictive Covenants would  cause irreparable injury
to the Company and that money damages would not provide  an adequate remedy to the
Company.

4.2.2
Accounting. The right and remedy to require the Executive to account for  and pay
over to the Company all compensation, profits, monies, accruals,  increments or other
benefits derived or received by the Executive as the result  of any transaction
constituting a breach of theRestrictive Covenants.

4.3
Severability of Covenants. The Executiveacknowledges and agrees  that the
Restrictive Covenants are reasonable and valid in geographical and  temporal scope and in
all other respects. If any court determines that any of  the Restrictive Covenants, or
any part thereof, is invalid or unenforceable, the  remainder of the Restrictive
Covenants shall not thereby be affected and shall  be given full effect, without regard
to the invalid portions.

4.4
Reformation. If any court determines that any Restrictive Covenant, or  any part
thereof, is unenforceable because of the duration or geographic scope  of such provision,
such court shall have the power to reduce the duration or  scope of such provision, as
the case may be, and, in its reduced form, such  provision shall then be enforceable.

4.5
Enforceability. The Company and the Executive intend to and hereby confer
exclusive jurisdiction to enforce the Restrictive Covenants upon the state and  federal
courts of Harris County, Texas.

5.Termination.

5.1
Termination upon Death. If the Executive dies during the Employment Term,  this
Agreement shall terminate, except that the Executives legal  representatives,
successors, heirs or assigns shall be entitled to receive the  Annual Salary, the
Additional Compensation and other accrued benefits, if any,  earned up to the date of the
Executives death and for a period of three  (3) months thereafter; provided,
however,if any Additional Compensation  or other benefits are governed by the
provisions of any written employee benefit  plan or policy of the Company, any written
agreement contemplated thereunder or  any other separate written agreement entered into
between the Executive and the  Company, the terms and conditions of such plan, policy or
agreement shall  control in the event of any discrepancy or conflict with the provisions
of this  Agreement regarding such Additional Compensation or other benefit upon the
death, termination or disability of the Executive.

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5.2
Termination for Cause. At any time during the Employment Term, the  Company shall
have the right to terminate the Executives employment under  this Agreement and
discharge the Executive for Cause, exercisable upon the  service of written notice upon
the Executive. If such right is exercised, the  Companys obligation to the
Executive shall be limited to the payment of  any unpaid Annual Salary, Additional
Compensation and other benefits, if any,  accrued up to the effective date specified in
the Companys notice of  termination (which date shall not be retroactive). As used
in this Section 5.2  and elsewhere in this Agreement, the term Cause shall
mean the  determination that (i) after notice and a right to cure, there has been a
material breach by the Executive of the terms of this Agreement, (ii) after  receipt of a
written warning, the Executive has failed or refused to follow the  reasonable policies,
performance objectives, or directives established by the  Board of Directors or executive
officers of the Company senior to the Executive,  (iii) the Executive has wrongfully
misappropriated money or other assets or  properties of the Company or any subsidiary or
affiliate of the Company, (iv)  the Executive has been convicted of any felony or other
serious crime, (v) the  Executives employment performance has been substantially
impaired by  chronic absenteeism, alcoholism or drug addiction, or (vi) the Executive has
exhibited gross moral turpitude relevant to his office or employment with the  Company or
any subsidiary or affiliate of the Company.

5.3
Termination Without Cause. At any time during the period beginning on the  first
anniversary of the Commencement Date and continuing through the end of  theEmployment
Term, the Company shall have the right to terminate the  Executives employment
under this Agreement and discharge the Executive  without Cause, exercisable upon the
service of written notice to the Executive.  If such right is exercised, the Companys
obligation to the Executive shall  be as set forth in Section 5.5 below.

5.4
Termination Upon Disability. If during the Employment Term the Executive  becomes
physically or mentally disabled, whether totally or partially, as  evidenced by the
written statement of a competent physician licensed to practice  medicine in the United
States, so that the Executive is unable to substantially  perform his services hereunder
with reasonable accommodation for (i) a period of  six consecutive months, or (ii) for
shorter periods aggregating six months  during any period of twelve consecutive months,
the Company may at any time  after the last day of the six consecutive months of
disability, or the day on  which the shorter periods of disability equal an aggregate of
six months within  a period of twelve consecutive months, terminate the Executives
employment  hereunder, exercisable by written notice to the Executive. If such right is
exercised, the Companys obligation to the Executive shall be as set forth  in
Section 5.5 below.

5.5
Severance Benefit. If at any time during or after the Employment Term,  the
Executives employment by the Company is terminated for any reason  other than (i) a
termination for Cause under Section 5.2, (ii) Executives  voluntary resignation, or
(iii) Executives death, then for a period of six  (6) months following the date of
termination of the Executives employment  (the Initial Severance
Benefit Period),the Company shall continue to (a) pay to the
Executive, in payroll period  installments in accordance with the Companys normal
payroll policies, the  monthly amount of Executives base monthly salary in effect
at the date of  termination of his employment, and (b) at the Companys expense,
provide  coverage for the Executive and his eligible dependents under the coverage of all
group health, medical and dental insurance policies, plans and programs  maintained by
the Company during the Initial Severance Benefit Period for the  Companys
employees, or management employees, generally, as allowed by law.

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The
Company, at its option, which shall be exercisable by a written notice sent to  the
Executive at least sixty (60) days prior to the expiration of the Initial  Severance
Benefit Period, may elect to extend the Initial Severance Benefit  Period for a period of
an additional six (6) months following the expiration of  the Initial Severance Benefit
Period. If the Company so elects to extend the  Initial Severance Benefit Period, the
Company, during the Second Severance  Benefit Period shall (i) pay to the Executive, in
payroll period installments in  accordance with the Companys normal payroll
policies, an amount equal to  100% of the monthly amount of Executives base monthly
salary in effect at  the date of termination of his employment, and (ii) at the Companys
expense, provide coverage for the Executive and his eligible dependents under  the
coverage of all group health, medical and dental insurance policies, plans  and programs
maintained by the Company during the Second Severance Benefit  Period, for the Companys
employees, or management employees, generally, as  allowed by law.

For
purposes of Section 4.1.1 of this Agreement, the term Total  Severance
Benefit Periodmeans the total period (including  the Initial
Severance Benefit Period and, if applicable, the Second Severance  Benefit Period) during
which the Company is obligated to pay and provide, and  performs its obligations to pay
and provide, severance benefits to the Executive  under this Section 5.5.

6.
Insurance. The Company may, from time to time, apply for and take out, in  its own
name and at its own expense, naming itself or others as the designated  beneficiary
(which it may change from time to time), policies for health,  accident, disability or
other insurance upon the Executive or his life, in any  amount or amounts that it may
deem necessary or appropriate to protect its  interest. The Executive agrees to aid the
Company in procuring such insurance by  submitting to reasonable medical examinations and
by filling out, executing and  delivering such applications and other instruments in
writing as may reasonably  be required by an insurance company or companies to which any
application or  applications for insurance may be made by or for the Company.

7.Arbitration.

7.1
Binding Effect. Except as provided in Section 7.2 below, any and all
controversies, claims or disputes by and between the Executive and the Company  relating
to the provisions or obligations under this Agreement, or with respect  to the employment
or termination thereof of the Executive by the Company, shall  be submitted to final and
binding arbitration in accordance with the Employment  Dispute Resolution Rules of the
American Arbitration Association in effect at  the time a demand for arbitration is made.
It is the intention of the Executive  and the Company that this Arbitration provision
shall be enforceable under the  Federal Arbitration Act, the Texas General Arbitration
Act, and at common law.

7.2
Excluded Matters. This Arbitration provision shall not apply to any  claims for
workers compensation benefits, unemployment compensation  benefits, or claims by
the Company for injunctive and/or other equitable relief  for any violation of Section 4
of this Agreement.

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8.Other Provisions.

8.1
Notices. Any notice or other communication required or permitted  hereunder shall
be in writing and shall be delivered personally, telegraphed,  telexed, sent by facsimile
transmission or sent by certified, registered or  express mail, postage prepaid. Any such
notice shall be deemed given when so  delivered personally, telegraphed, telexed or sent
by facsimile transmission or,  if mailed, five days after the date of deposit in the
United States mail, as  follows:

|                         | 
|------------------------ | 
|if to the Company, to:   | 
|                         | 
|                         | 
|                         | 
|                         | 
|if to the Executive, to: | 
|                         | 
|                         | 
|                         | 

Either
party may change its address for notice hereunder by notice to the other party.

8.2
Entire Agreement. This Agreement contains the entire agreement and  understanding
between the parties with respect to its subject matter and  supersedes all prior
agreements, written or oral, with respect thereto;  provided, however,that
nothing herein shall in any way limit the  obligation, rights or liabilities of the
parties under any written stock option  agreement separately entered into by the parties.

8.3
Waivers and Amendments. This Agreement may be amended, modified,  superseded,
canceled, renewed or extended, and the terms and conditions hereof  may be waived, only
by a written instrument signed by the parties or, in the  case of a waiver, by the party
waiving compliance. No delay on the part of any  party in exercising any right, power or
privilege hereunder shall operate as a  waiver thereof, nor shall any waiver on the part
of any party of any right,  power or privilege hereunder, nor any single or partial
exercise of any right,  power or privilege hereunder preclude any other or further
exercise thereof or  the exercise of any other right, power or privilege hereunder.

8.4
Governing Law; Venue. This Agreement, except as set forth in Section 4.5  hereof,
shall be governed by, and construed in accordance with, the laws of the  State of Texas
without reference to principles governing choice or conflicts of  law. Venue shall
exclusively lie in the state and federal courts of Harris  County, Texas.

8.5
Assignment. This Agreement, and any rights and obligations hereunder, may  not be
assigned by any party hereto without the prior written consent of the  other party,
except that the Company may assign this Agreement to any of its  subsidiaries or
affiliates without the Executives consent provided such  assignment does not
diminish any of the Executives benefits, rights or  obligations hereunder.

8.6
Counterparts. This Agreement may be executed in two or more counterparts,  each of
which shall be deemed an original, but all of which together shall  constitute one and
the same instrument.

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8.7
Headings. The headings in this Agreement are for reference purposes only  and
shall not in any way affect the meaning or interpretation of this Agreement.

IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date and  year first
above written:

| | ENGlobal
Corporation
| | --------------------

| | By:________________________________
| | -----------------------------------

| | Title:
_______________________________
| | --------------------------------------

| | (SIGNATURE
OF EXECUTIVE)
| | ------------------------

| | ____________________________________
Michael  M. Patton
| | -------------------------------------------------------

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