EXHIBIT 10.19

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                     DATED THIS 8th DAY OF SEPTEMBER, 2006

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                                     BETWEEN




                          YONG CHOY LIN @ YONG CHAI LIN


                                       AND



                            ENGlobal Engineering, Inc





          *************************************************************

                       OPTION TO PURCHASE SHARE AGREEMENT

         **************************************************************






<PAGE>

This Option To Purchase Share Agreement

     is made on                           between the following parties:

     1.   Yong Choy Lin @ Yong Chai Lin
          NRIC No. 460330-04-5154
          of 10, Jalan USJ 14/1J, 47630 Subang Jaya, Selangor Darul Ehsan.
          (Vendor)

     2.   Englobal Engineering Inc.
          (Company No: 0106962700)
          Texas, USA chartered
          (Purchaser)

Recitals:

     A.   SchmArt Technologies Sdn Bhd (Company No.655264-W) (Company) is a
          company incorporated in Malaysia under the Companies Act 1965, the
          corporate particulars of which are set out in Schedule 1.

     B.   The Vendor is the registered and beneficial owner of 210,000 ordinary
          shares of RM 1.00 each in the Company, representing 100% of the entire
          issued and paid-up share capital of the Company (Sale Shares). Among
          the 210,000 ordinary shares, 63,000 of the ordinary shares are
          registered in the name of the Vendor, 126,000 of the ordinary shares
          were registered in the name of the shareholder named Mohamed Ghazali
          Bin Ismail (NRIC No.490302-11-5041) who holds the said 126,000 of the
          ordinary shares on trust for the Vendor and 21,000 of the ordinary
          shares were registered in the name of the shareholder named Edwin Pang
          Loo Chee (NRIC No.660224-04-5173) who holds the said 21,000 of the
          ordinary shares on trust for the Vendor (both, Other Shareholders).

     C.   The Vendor has agreed to grant/sell and the Purchaser has agreed to
          purchase the option, to purchase the Sale Shares (Option To Purchase)
          on the terms and subject to the conditions set out in this option to
          purchase share agreement.


1    GRANT/SALE AND PURCHASE OF OPTION
     ---------------------------------

     1.1  Grant/sale

          The Vendor grants/sells to Purchaser and the Purchaser agrees to
          purchase the Option to Purchase from the Vendor on the terms and
          subject to the conditions set out in this option to purchase share
          agreement.

     1.2  Basis of sale

          The Option to Purchase is granted/ sold -

          (a)  On the basis that the Purchaser can exercise this Option to
               Purchase, for all or any lesser portion of the Sale Shares as
               Purchaser shall determine in its sole discretion, at any time up
               to ninety (90) days immediately after the 3rd year from the date
               of this option to purchase share agreement, or such extended
               period as may be agreed between the parties (Option Period) for
               the payment to the Vendor of additional price of USD$1.00 (Share
               Consideration) and the Purchaser shall, subject to the Purchaser
               obtaining the approval from and conditions to be imposed by the
               Malaysia Foreign Investment Committee for such acquisition of the
               Vendor's shares, become the registered and/or beneficial owner of
               the Sale Shares;

                                        1
<PAGE>

          (b)  In the event that the Purchaser exercises this Option to Purchase
               after paying the additional price of $1.00, both Vendor and
               Purchaser further agree to execute Share Sales Agreement to
               effect and complete the sales of the said Sale Shares.

          (c)  On the basis that the Purchaser and Company will enter into a
               Management Agreement on an even date herewith;

          (d)  On the basis that the Vendor is to procure that the Company and
               SchmArt Engineering, Inc. will enter into a licensing agreement
               for use of the relief ++ system and software for all work in
               Malaysia;

          (e)  On the basis that the Vendor will be retained as a paid Director
               of the Company for a minimum of three (3) years from the date of
               this option to purchase share agreement regardless of whether the
               Purchaser exercises the Option to Purchase or not; and

          (f)  On the basis of the Warranties given by the Vendor as referred to
               in clause 4.1.

     1.3  Waiver of pre-emption rights

          (a)  The Vendor [and each of the Other Shareholders] waives all rights
               of pre-emption, rights of first refusal or options over any of
               the Sale Shares conferred by the Articles of Association of the
               Company or in any other way.

          (b)  The Vendor must procure and undertakes and warrants to the
               Purchaser that the Other Shareholders waive all rights of
               pre-emption, rights of first refusal or options over any of the
               Sale Shares conferred by the Articles of Association of the
               Company or in any other way.

2    CONSIDERATION AND ADVANCE
     -------------------------

     2.1  Amount

          The consideration for the Option to Purchase is USD$150,000.00 (Option
          Consideration).

     2.2  Satisfaction

          The Option Consideration will be paid in the following manner:

          (a)  A sum of USD$50,000.00 non-refundable deposit has been paid by
               the Purchaser to the Vendor upon the execution of this option to
               purchase share agreement.

          (b)  The balance of the Option Consideration will be paid by the
               Purchaser in the following manner :

               (1)  USD$25,000.00 will be paid to the Vendor on 15th day of
                    September 2006;

               (2)  USD$25,000.00 will be paid to the Vendor on 15th day of
                    October 2006;

               (3)  USD$25,000.00 will be paid to the Vendor on 15th day of
                    November 2006; and

               (4)  USD$25,000.00 will be paid to the Vendor on 15th day of
                    December 2006.

     2.3  The Option Consideration is non-refundable in the event that the
          Purchaser decides not to exercise the Option to Purchase.

                                       2
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3    OPTION EXERCISE AND COMPLETION
     ------------------------------

     3.1  Time for Exercise

          The Option to Purchase may be exercised at any time during the Option
          Period.

     3.2  Effect of Exercise and Completion

          Except to the extent already performed, all the provisions of this
          option to purchase share agreement will, so far as they are capable of
          being performed or observed, continue in full force and effect
          notwithstanding completion of the purchase and transfer of the Sale
          Shares (Completion).



4    WARRANTIES
     ----------

     4.1  Warranties

          The Vendor warrants to the Purchaser that during the Option Period -

          (a)  the warranties given by the Vendor as set out in Schedule 2
               (Warranties) are as at the date of this option to purchase share
               agreement and will immediately before Completion in respect of
               the facts then existing be, true and accurate in all respects;

          (b)  the contents of any disclosure in writing, and of all
               accompanying documents, are true and accurate in all respects and
               fully, clearly and accurately disclose every matter to which they
               relate;

          (c)  the Vendor will not permit the Company to introduce any new
               management for which negotiations for hire were not previously
               underway, or to adjust or introduce new operating or accounting
               methods without the written approval of Purchaser;

          (d)  the Vendor will not permit the Company to sell, transfer, lease,
               or encumber any material asset (if any);

          (e)  the Vendor will not permit the Company to make any expenditures
               outside the ordinary course of business, to declare or pay any
               dividends, to redeem any stock, to prepay any debt, to enter into
               non-standard agreements with its officers, directors or
               shareholders, to increase unreasonably the compensation to be
               paid to employees, to substantially modify any existing personnel
               or employee benefit policy or program or to create or modify any
               bonus plan, except as previously planned, or as approved in
               advance and in writing by the Purchaser;

          (f)  the Vendor will cause the Company to perform all its material
               obligations under the debt and lease instruments and other
               arrangements relating to or affecting the assets;

          (g)  the Vendor will not permit the Company to enter into any new, or
               to amend any existing, lease agreement other than renewals of
               existing leases in the ordinary course of business and on the
               terms not materially less favourable to the Company than the
               terms of its existing leases and equipment leases entered into
               the ordinary course of business, except as previously planned and
               made known to Purchaser, or as approved in advance and in writing
               by the Purchaser;

          (h)  the Vendor will cause the Company to keep in effect its present
               insurance policies or comparable insurance coverage; and

          (i)  the Vendor will cause the Company to use its best efforts to
               maintain and preserve its business organisation, retain its
               present employees, and to maintain its relationships with
               suppliers, customers, and others having business relations with
               the Vendor.

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     4.2  Basis of warranties

          (a)  Each of the Warranties is without prejudice to any other warranty
               or undertaking and, except where expressly stated, no Warranty
               contained in this option to purchase share agreement governs or
               limits the extent or application of any other Warranty.

          (b)  Each of the Warranties is deemed to be given as at the date of
               this option to purchase share agreement and to be repeated
               immediately before Completion in relation to the facts then
               existing.

     4.3  Rights & remedies

          The rights and remedies of the Purchaser in respect of any breach of
          the Warranties will not be affected by -

          (a)  Completion;

          (b)  any investigation made by or on behalf of the Purchaser into the
               affairs of the Company;

          (c)  any failure to exercise or delay in exercising any right or
               remedy or by any other event or matter whatsoever, except a
               specific and duly authorised written waiver or release; or

          (d)  any information the Purchaser may have received or been given or
               have actual implied or constructive notice of prior to the date
               of this option to purchase share agreement.

     4.4  Due inquiry

          Vendor undertakes that in relation to any Warranty which refers to the
          knowledge, information or belief of the Vendor, that the Vendor has
          made full inquiry into the subject matter of that Warranty.

     4.5  Disclosure prior to completion

          The Vendor must promptly disclose in writing to the Purchaser any
          event or circumstance, which arises or becomes known to the Vendor
          after the date of this option to purchase share agreement and prior to
          Completion, which is inconsistent with any of the Warranties, or which
          might be material to be known by a purchaser for value of the Sale
          Shares.

5    UNDERTAKINGS
     ------------

     5.1  Undertakings

          Upon execution of this option to purchase share agreement, the Vendor
          must not do and must ensure none of the Connected Persons does,
          directly or indirectly, any of the following without first obtaining
          the written consent of the Purchaser: carry on (whether alone or in
          partnership or joint venture with anyone else) or otherwise be
          concerned with or interested in (whether as trustee, principal, agent,
          shareholder, unit holder or in any other capacity) any business which
          uses or includes as any part of its corporate or business name, the
          words 'SchmArt Technologies', other than in respect of or through the
          Company itself.

     5.2  Injunction

          The Vendor acknowledges that monetary damages would not be adequate
          compensation to the Purchaser for the Vendor's breach of either
          clauses 5.1 or 6.1 and that the Purchaser is entitled to seek an
          injunction from a court of competent jurisdiction.

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6    CONFIDENTIALITY AND ANNOUNCEMENTS
     ---------------------------------

     6.1  Confidentiality

          (a)  Each party must treat as strictly confidential all information
               received or obtained as a result of entering into or performing
               this option to purchase share agreement which relates to the
               provisions or subject matter of this option to purchase share
               agreement, to any other party to this option to purchase sale
               agreement or the negotiations relating to this option to purchase
               share agreement.

          (b)  Each party must use its reasonable endeavours to cause all of its
               directors, officers, employees and agents who have or are likely
               to have access to all such information as referred to in clause
               6.1(a), to observe all the obligations of confidentiality under
               this clause 6.

7    COSTS AND EXPENSES
     ------------------

     7.1  Costs

          Each party will bear its own costs and expenses incurred in the
          preparation, execution and implementation of this option to purchase
          share agreement.

     7.2  Stamp duty

          The Purchaser will pay all stamp and other transfer duties and
          registration fees applicable to any document to which it is a party
          and which arise as a result of or in consequence of this option to
          purchase share agreement.

8    NOTICES
     -------

     8.1  How notices may be given

          A notice, request, demand, consent or approval (each a notice) under
          this option to purchase share agreement:

          (a)  must be in writing;

          (b)  may be signed for the party giving it by the party's authorized
               officer, attorney or solicitor;

          (c)  may be delivered personally to the person to whom it is
               addressed, or left at or sent by prepaid post to the person's
               address stated on page 1 of this option to purchase share
               agreement or by facsimile.

     8.2  When notice taken as given

          A notice is taken as given by the sender and received by the intended
          recipient:

          (a)  if delivered by hand or courier prior to 5.00 p.m. on a business
               day (which expression means a business day in Texas, U.S.), at
               the time of delivery to the addressee or, if delivered by hand or
               courier at any other time, at 9.00 a.m. on the next business day
               following the date of delivery to the addressee;

          (b)  if sent by mail on the 3rd business day falling after the date of
               posting; or

          (c)  if transmitted by way of facsimile transmission prior to 5.00
               p.m. on a business day, at the time of transmission, or if
               transmitted by way of facsimile transmission at any other time,
               at 9.00 a.m. on the next business day following the date of such
               transmission.

          References to time are to time in Texas, U.S.

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     8.3  Proof

          In providing the giving of a notice or any other document under or in
          respect of this option to purchase share agreement it shall be
          sufficient to show -

          (a)  in the case of mail that the notice or other document was duly
               addressed and posted; or

          (b)  in the case of facsimile transmission, that the notice or other
               document was duly transmitted from the despatching terminal as
               evidenced by a transmission report generated by the despatching
               terminal.

     8.4  Change of address or fax number

          A party may change its address or fax number for notices by giving
          notice to the other party.

9    TERMINATION
     -----------

     9.1  Vendors' right to terminate

          The Vendor may, at any time while such default subsists, give a Notice
          of Termination to the Purchaser in the event that the Purchaser
          defaults in the satisfaction of the Consideration in accordance with
          the provisions of this option to purchase share agreement.

     9.2  Purchaser's right to terminate

          The Purchaser may, at any time while such default subsists, give a
          Notice of Termination to the Vendor in the event that there has been
          any material event, matter or circumstance which is inconsistent with,
          contrary to or otherwise a material breach of the Warranties or the
          provisions of this option to purchase share agreement.

     9.3  Termination in event of bankruptcy

          The Purchaser may, at any time, give a Notice of Termination to the
          Vendor if -

          (a)  the Vendor or any of the Other Shareholders is or becomes, or is
               adjudicated or found to be, bankrupt; or

          (b)  a distress, attachment or execution is levied or enforced upon,
               any part of the assets or undertaking of the Vendor or any of the
               Other Shareholders.

     9.4  Consequences of termination

          (a)  In the event of a Notice of Termination being duly given under
               the provisions of clause 9.1, clause 9.2, or clause 9.3 -

               (1)  the Purchaser must, within seven days from the Notice of
                    Termination, return all documents, if any, delivered to them
                    by or on behalf of the Vendor to the Vendor;

               (2)  the Vendor must, within seven days from the Notice of
                    Termination, return all documents, if any, delivered to them
                    by or on behalf of the Purchaser and return any part of the
                    Option Consideration received by or on behalf of the Vendor
                    to the Purchaser.

     9.5  Post-termination

          Following the giving of a Notice of Termination under any of the
          provisions of this option to purchase share agreement, and complete
          performance of the obligations under clause 9.4 and subject to clause
          10, neither party will have any further obligation under this option
          to purchase share agreement to the other party.

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10   INDEMNIFICATION OF PURCHASER
     ----------------------------

          a.   For a period of two years from and after Completion, Vendor
          hereby agrees to indemnify, defend, and hold harmless Purchaser and
          its partners, officers, employees, advisors, affiliates, agents,
          representatives and assigns (the "Purchaser Indemnitees") from and
          against any and all liabilities, penalties, damages, losses, claims,
          costs, and expenses (including reasonable attorneys fees and expenses
          for the defense of any claim which, if proved, would give rise to an
          obligation of indemnity hereunder, notwithstanding that such claim may
          be settled prior to final judgment) arising out of or resulting
          directly or indirectly from (a) breach, falsity, inaccuracy,
          incompleteness or misleading nature of any warranty, representation or
          covenant by Vendor contained in this option to purchase share
          agreement; or (b) nonperformance of any obligations or covenants on
          the part of Vendor under this option to purchase share agreement (each
          hereafter a "Claim").

          b.   Notwithstanding anything herein to the contrary, the maximum
          amount that the Vendor shall be obligated to pay in respect of any and
          all obligations of indemnity under this clause 10 shall be equal to
          the sum of USD$150,000. In addition, a Claim shall not be brought by
          Purchaser under or pursuant to this clause 10, unless either (i) the
          amount of that Claim exceeds USD$10,000, or (ii) the aggregate amount
          of all Claims (whether reimbursed or unreimbursed, and including both
          theretofore made and any Claims then being made) exceeds USD$10,000.

11   GENERAL
     -------

     11.1 Entire Agreement

          This option to purchase share agreement -

          (a)  constitutes the entire agreement and understanding between the
               parties with respect to the matters dealt with in this option to
               purchase share agreement;

          (b)  supersedes any other agreement, letters, correspondence (oral or
               written or expressed or implied) entered into prior to this
               option to purchase share agreement in respect of the matters
               dealt with in this option to purchase share agreement; and

          (c)  was not entered into by the parties in reliance of any agreement,
               understanding, warranty or representation of any party not
               expressly contained or referred to in this option to purchase
               share agreement.

     11.2 Execution

          The execution of this option to purchase share agreement by or on
          behalf of a party shall constitute an authority to the solicitors
          acting for that party in connection with this option to purchase share
          agreement to deliver and date it on behalf of that party.

     11.3 Effective date

          This option to purchase share agreement will take effect on the date
          entered on the first page of this option to purchase share agreement
          irrespective of the diverse dates upon which the respective parties
          may have executed this option to purchase share agreement.

     11.4 Amendments & additions

          No amendment, variation, revocation, cancellation, substitution or
          waiver of, or addition or supplement to, any of the provisions of this
          option to purchase share agreement shall be effective unless it is in
          writing and signed by both of the parties.

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     11.5 Successors & assigns

          This option to purchase share agreement will be binding upon and inure
          for the benefit of the respective heirs, personal representatives,
          successors-in-title or permitted assigns, as the case may be, of the
          parties.

     11.6 No Partnership or agency

          The provisions of this option to purchase share agreement will not be
          construed or taken to constitute -

          (a)  a partnership between the parties;

          (b)  either party to be the agent of the other party; or

          (c)  an authority to either party to represent or bind or pledge the
               credit of the other party in any way.

     11.7 Invalidity & severability

          If any provision of this option to purchase share agreement is or may
          become under any written law, or is found by any court or
          administrative body or competent jurisdiction to be, illegal, void,
          invalid, prohibited or unenforceable then -

          (a)  such provision will be ineffective to the extent of such
               illegality, voidness, invalidity, prohibition or
               unenforceability;

          (b)  the remaining provisions of this option to purchase share
               agreement will remain in full force and effect; and

          (c)  the parties must use their respective best endeavours to
               negotiate and agree a substitute provision which is valid and
               enforceable and achieves to the greatest extent possible the
               economic, legal and commercial objectives of such illegal, void,
               invalid, prohibited or unenforceable term, condition,
               stipulation, provision, covenant or undertaking.

     11.8 Time of the essence

          Time wherever mentioned is of the essence of this option to purchase
          share agreement, both as regards the dates and periods specifically
          mentioned and as to any dates and periods which may be agreed in
          writing between the parties be substituted for them.

     11.9 Knowledge & acquiescence

          Knowledge or acquiescence by any party of, or in, any breach of any of
          the provisions of this option to purchase share agreement will not
          operate as, or be deemed to be, a waiver of such provisions and,
          notwithstanding such knowledge or acquiescence, such party will remain
          entitled to exercise its rights and remedies under this option to
          purchase share agreement, and at law, and to require strict
          performance of all of the provisions of this option to purchase share
          agreement.

     11.10 Rights & remedies

          The rights and remedies provided in this option to purchase share
          agreement are cumulative, and are not exclusive of any rights or
          remedies of the parties provided at law or in equity, and no failure
          or delay in the exercise or the partial exercise of any such right or
          remedy or the exercise of any other right or remedy will affect or
          impair any such right or remedy.

     11.11 Governing Law; Arbitration.

          This option to purchase share agreement shall be governed in all
          respects in conformity with the intent of the parties as expressed in
          the provisions of this option to purchase share agreement. To the

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          extent any issue between the parties is not controlled by this
          Agreement, then any dispute between the parties shall be governed and
          construed in accordance with the laws of the State of Texas, U.S.
          without regard to its choice of law principles. UNLESS THIS AGREEMENT
          SPECIFICALLY PROVIDES FOR ANOTHER TYPE OF DISPUTE RESOLUTION WITH
          RESPECT TO A PARTICULAR KIND OF DISPUTE, ANY AND ALL CONTROVERSIES AND
          CLAIMS ARISING OUT OF OR RELATING TO THIS OPTION TO PURCHASE SHARE
          AGREEMENT, OR THE BREACH THEREOF, SHALL BE SETTLED BY FINAL AND
          BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION
          RULES OF THE AMERICAN ARBITRATION ASSOCIATION THEN IN EFFECT. Any such
          arbitration proceedings shall be and remain confidential. The panel of
          arbitrators for any such arbitration shall consist of three members of
          the American Arbitration Association, one of whom shall be selected by
          the Purchaser, one of whom shall be selected by the Vendor, and the
          third who will be selected by the other two. Judgment upon the
          decision rendered by the arbitrators may be entered in any court
          having jurisdiction thereof. The place of arbitration shall be
          Houston, Texas.


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Schedule 1 - Corporate particulars


     1.   Registered number                   655264-W

     2.   Date of Incorporation               8th June 2004

     3.   Address of registered office        Unit 920, 9th Floor, Block A,
                                              Damansara Intan, No.1, Jalan SS
                                              20/27, 47400 Petaling Jaya,
                                              Selangor Darul Ehsan

     4.   Authorized share capital            RM500,000.00 divided into 500,000
                                              ordinary shares of RM1.00 each

     5.   Issued share capital                RM210,000.00 divided into 210,000
                                              ordinary shares of RM1.00 each

     6.   Directors                           Yong Choy Lin @ Yong Chai Lin (F);
                                              Mohamed Ghazali Bin Ismail; and
                                              Zuriati Binti Mohamed Yusoff

     7.   Shareholders                        Yong Choy Lin @ Yong Chai Lin 30%

                                              Mohamed Ghazali Bin Ismail 60%
                                              (held on trust for Yong Choy Lin)

                                              Edwin Pang Loo Chee 10% (held on
                                              trust for Yong Choy Lin)

     8.   Secretary                           Rebecca Yu (MAICSA 0829744)

     9.   Accounting reference date           31st December

                                        9
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Schedule 2 - Warranties

I.   The Vendor

     A.   Capacity

          (1)  The Vendor has the requisite power and authority to enter into
               and perform this option to purchase share agreement.

          (2)  This option to purchase share agreement constitutes and imposes
               valid legal and binding obligations on the Vendor and is fully
               enforceable in accordance with its terms.

          (3)  The Vendor has not entered into any prior option to purchase
               share agreement with any party to dispose of the Sale Shares of
               which the said agreement is still valid and subsisting.

II.  Shares and Capital

     A.   Title

          The Vendor is the beneficial owner of all the Sale Shares. The
          registered owners of the Sale Shares are as follows :

          Registered Owners                                       Sale Shares
          -----------------                                       -----------

          Mohamed Ghazali Bin Ismail (NRIC : 490302-11-5041)          126,000
          holding on trust for the Vendor

          Vendor                                                       63,000

          Edwin Pang Loo Chee (NRIC : 660224-04-5173)                  21,000
          holding on trust for the Vendor

          The Sale Shares are free of all Security Interests other than
          described above.

     B.   Issued capital

          The Sale Shares constitute 100% of the total issued and paid up
          capital of the Company.

     C.   Capital

          The authorised capital of the Company is RM500,000.00 divided into
          500,000 ordinary shares of RM1.00 each. The amount of issued and paid
          up capital is RM210,000.00 divided into 210,000 ordinary shares of
          RM1.00 each.

     D.   Fully paid

          The Sale Shares are fully paid and no money is owing to the Company in
          respect of them.

III. Company

     A.   Corporate existence

          The Company -

          (1)  is a private limited company; and

          (2)  has the power to own its assets and carry on its business.

     B.   Compliance with constituent documents

          The business affairs of the Company have been conducted in accordance
          with the constitution of the Company.

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<PAGE>

IV.  Corporate matters

     A.   Insolvency of the Company

          (1)  No order has been made, no resolution has been passed, no
               petition presented, no meeting convened for the winding up of the
               Company or for a provisional liquidator to be appointed in
               respect of the Company and the Company has not been a party to
               any transaction which could be avoided in a winding up.

          (2)  No administration order has been made and no petition for one has
               been presented in respect of the Company.

          (3)  No receiver or administrative receiver has been appointed in
               respect of the Company or any of its assets.

          (4)  The Company :

               (a) is not insolvent,

               (b) has not failed and is able to pay, and has a reasonable
               prospect of being able to pay, any of its debts as they fall due,

               as those expressions are defined in section 218 of the Companies
               Act 1965.

          (5)  The Company has not made or proposed any arrangement or
               composition with its creditors or any class of them.

          (6)  No distress, execution or other process has been levied on any of
               the Company's assets or action taken to repossess goods in the
               possession of the Company.

          (7)  No unsatisfied judgment is outstanding against the Company and no
               demand has been served on the Company under section 218 of the
               Companies Act.

V.   Information

     B.   Accuracy and adequacy of information

          (1)  The information contained in schedules to this option to purchase
               share agreement is accurate and complete.

          (2)  All written information supplied to the Purchaser or its advisers
               by or on behalf of the Vendor or any of their advisers or by the
               Company is complete and accurate and is not misleading because of
               any omission or ambiguity or for any other reason and where
               information is expressed as an opinion, it is truly and honestly
               held and not given casually, recklessly or without due regard for
               its accuracy.

          (3)  So far as the Vendor is aware, there is no fact or circumstance
               relating to the business and affairs of any of the Company which,
               if disclosed to the Purchaser or any of its advisers, might
               reasonably be expected to influence the decision of the Purchaser
               to purchase the Sale Shares on the terms contained in this option
               to purchase share agreement and which has not been so disclosed.

VI.  Accounts

     A.   Basis of preparation

          The Accounts -

          (1)  have been prepared in accordance with current standard
               accountancy practices applicable to a Malaysian company;

          (2)  show a true and fair view of the financial position and the
               assets and liabilities of the Company at the Accounts Date;

                                       11
<PAGE>

          (3)  are not affected by any unusual or non-recurring item;

          (4)  take account of all gains and losses, whether realised or
               unrealised arising from any transaction; and

          (5)  include all reserves and provisions for taxation that are
               necessary to cover all Tax liabilities of the Company in respect
               of any period up to the Accounts Date.

B.   Management Accounts

     The management accounts fairly reflect the trading position of the Company
     as at the date and for the period to which they relate and are not affected
     by any extraordinary, exceptional, unusual or non-recurring income, capital
     gain or expenditure or by any other factor known by the Vendor rendering
     Profits or losses for the period covered exceptionally high or low.

C.   Position since Accounts Date

     Since the Accounts Date -

     (1)  the Company's business has been conducted in the ordinary course of
          business and in a proper and efficient manner;

     (2)  the Company has not incurred any liabilities other than in the
          ordinary course of business; and

     (3)  there has been no material adverse change affecting the business, the
          assets of the Company, or the financial or trading position or
          prospects of the Company.

VII. Properties

     The Company has no interest in land.

VIII. Financial

     A.   Financial commitments and borrowings

          (1)  The Company is not a party to, nor has it agreed to enter into,
               any lending, or purported lending, agreement or arrangement
               (other than agreements to give credit in the ordinary course of
               its business).

          (2)  The Company is not exceeding any borrowing limit imposed upon it
               by its bankers, other lenders, its articles of association or
               otherwise nor has the Company entered into any commitment or
               arrangement which might lead it so to do.

          (3)  No event has occurred or been alleged which is or, with the
               passing of any time or the giving of any notice, certificate,
               declaration or demand, would become an event of default under, or
               breach of, any of the terms of any loan capital, borrowing or
               financial facility of the Company or which would entitle any
               person to call for repayment prior to normal maturity.

          (4)  The Company is not, nor has it agreed to become, bound by any
               guarantee, indemnity, surety or similar commitment.

IX.  Trading and contracts

     A.   Contracts and commitments

          (1)  The Company is not a party to any agreement, arrangement or
               commitment which -

               (a)  has or is expected to have material consequences in terms of
                    expenditure or revenue;

               (b)  relates to matters outside its ordinary business or was not
                    entered into on arms' length terms;

                                       12
<PAGE>

               (c)  constitutes a commercial transaction or arrangement which
                    deviates from the usual pattern for it;

               (d)  can be terminated in the event of any change in the
                    underlying ownership or control of it or would be materially
                    affected by such change;

               (e)  cannot readily be fulfilled or performed by it on time; or

               (f)  cannot be terminated, without giving rise to any liabilities
                    on it, by it giving three months' notice or less.

               however, the Purchaser and Company will enter into a Management
               Agreement on or about the date of this option to purchase share
               agreement.

     B.   Litigation and disputes

          (1)  Except for actions to recover any debt incurred in the ordinary
               course of the business owed to the Company -

               (a)  neither the Company nor any person for whose acts the
                    Company may be liable is engaged in any litigation,
                    arbitration, administrative or criminal proceedings, whether
                    as plaintiff, defendant or otherwise;

               (b)  no litigation, arbitration, administrative or criminal
                    proceedings by or against the Company or any person for
                    whose acts it may be liable are threatened or expected and,
                    as far as the Vendor are aware, none are pending; and

               (c)  there are no facts or circumstances likely to give rise to
                    any litigation, arbitration, administrative or criminal
                    proceedings against the Company or any person for whose acts
                    it may be liable.

          (2)  The Company is not subject to any order or judgment given by any
               court or governmental or other authority, department, board, body
               or agency or has not been a party to any undertaking or assurance
               given to any court or governmental or other authority,
               department, board, body or agency which is still in force.

X.   Assets

     A.   Charges and encumbrances over assets

          (1)  Save as described in paragraph II(A) above, no option, right to
               acquire, mortgage, charge, pledge, lien (other than a lien
               arising by operation of law in the ordinary course of trading) or
               other form of security or encumbrance or equity (Security
               Interest) on, over or affecting the shares or the whole or any
               part of the undertaking or assets of the Company, including any
               investment in any other company, is outstanding and, apart from
               this option to purchase share agreement, there is no agreement or
               commitment to give or create any of them and no claim has been
               made by any person to be entitled to any of them.

          (2)  The Company has not received notice from any person intimating
               that it will enforce any security which it may hold over the
               asset of the Company, and there are no circumstances likely to
               give rise to such a notice.

XI.  Intellectual Property

          (1)  No licences, registered user or other rights have been granted or
               agreed to be granted by the Company to any person in respect of
               any Intellectual Property.

          (2)  Except in the ordinary course of business and on a confidential
               basis, no disclosure has been made of any of the confidential
               information, know-how, technical processes, financial or trade
               secrets or customer or supplier lists or information of the
               Company (Proprietary Rights).

                                       13
<PAGE>

          (3)  The Company's use of the Proprietary Rights is not infringing
               upon or otherwise violating the rights of any third party in or
               to such Proprietary Rights, and no proceedings have been
               instituted against or notices received by the Company that are
               presently outstanding alleging that the Company's use of its
               Proprietary Rights infringes upon or otherwise violates any
               rights of a third party in or to such Proprietary Rights.

XII. Employment

     A.   Industrial relations

          (1)  The Company is not a party to any contract, agreement or
               arrangement with any trade union or other body or organisation
               representing any of its employees.

          (2)  The Company has in relation to its employees and former employees
               complied with all conditions of service, customs and practices
               and, where relevant, all collective agreements and recognition
               agreements for the time being.

          (3)  No dispute has arisen between the Company and a material number
               or category of its employees nor are there any present
               circumstances known to the Vendors which are likely to give rise
               to any such dispute.

XIII. Taxation

          (1)  The Company has at all times been resident for Tax purposes in
               Malaysia, which is the only country whose Tax Authorities seek to
               charge tax on the Profits of the Company.

          (2)  Any Tax arising under any Taxation payable in respect of any
               transaction, income or asset of the Company will be paid.




--------------------------------------------------------------------------------


IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and
year first above written.








Signed by                        )
                                 )
YONG CHOY LIN @ YONG CHAI LIN    )
                                 )
presence of :-                   )           -----------------------------------
                                             YONG CHOY LIN @ YONG CHAI LIN



                                       14
<PAGE>

AGREED TO PRO FORMA:

Signed by                        )
                                 )
MOHAMED GHAZALI BIN ISMAIL       )
                                 )
presence of :-                   )           -----------------------------------
                                             MOHAMED GHAZALI BIN ISMAIL




Signed by                        )
                                 )
EDWIN PANG LOO CHEE              )
                                 )
presence of :-                   )           -----------------------------------
                                             EDWIN PANG LOO CHEE



Signed by : Michael L. Burrow    )           ENGlobal Engineering, Inc.
                                 )
ENGLOBAL Engineering Inc         )
                                 )
in the presence of :-            )           -----------------------------------
                                             By: Michael L. Burrow, Chairman of
                                             the Board







                                       15