KEY
EXECUTIVE EMPLOYMENT AGREEMENT

THIS
AGREEMENT effective January 1, 2006, is between ENGlobal Corporate Services,
Inc., a Texas corporation (the Company),and Michael L. Burrow, a resident of Beaumont, Texas (the
Executive).

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
President and Chief Executive Officer of the Company 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 Board  of Directors of the Company (the Board of
Directors).

1.2
Extent of Service. The Executive 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/Beaumont
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/Beaumont
Metropolitan Area.

2.
Employment Term. The term of the Executives employment under this  Agreement
(the Employment Term) shall commence  on January 1, 2006
(the Commencement Date),and shall expire on
December 31, 2007 (the Expiration  Date),unless
extended by the Company or earlier  terminated as herein provided. At the end of the
Employment Term, this Agreement  shall be automatically renewed year to year thereafter,
unless (a)  Employees employment has been terminated prior to such day, or (b) not
later than 60 days prior to such day, either party to this Agreement shall have  given
written notice to the other party that he or it does not wish to extend  further the
Termination Date (and the Employment Term).

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 $320,000.00 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.



---

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 members of the  Companys management 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.

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. During the Employment Term, the Company  will
provide confidential information to the Executive. The Executive  acknowledges that (i)
the Company, which for purposes of this Section 4 includes  the Company, and all present
and future subsidiaries and affiliates, and any  subsidiaries and affiliates that may be
formed or incorporated during the  Restricted Period (as defined in Section 4.1.1), is
engaged in the business of  providing a broad range of engineering services, 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) 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; and (vi) the Restrictive Covenants will not
impair his  ability to engage in a wide array of professional activities. Accordingly,
the  Executive agrees as follows:

2



---

4.1.1
Competitive Activities. During the Restricted Period, the Executive shall  not (A)
engage, anywhere within the Territory (as hereinafter defined), as an  officer, director
or in any other managerial capacity or as an owner, co-owner  or other investor or
creditor in or of, whether as an employee, independent  contractor, consultant or
advisor, in any business selling or providing any  services which are sold or offered by
the Company, within the territory  surrounding each office or facility (each a  facility)
at which the Executive was employed  by the Company within the one-year period
immediately preceding the date of the  Executives termination of employment (for
purposes of this Section 4.1,  the territory 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 100 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 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.

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 and shall be delivered to
the Company promptly 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.

3



---

4.1.4
Employees of the Company. During the Employment Term and the Restricted  Period,
the Executive shall not, directly or indirectly, recruit 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 Employment Term and the Restricted  Period,
the Executive shall not, directly or indirectly, recruit 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 Employment Term and the Restricted  Period, 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 providing 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.

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
Injunctive Relief. 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



---

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

4.6Definitions. For the purposes of this Section 4 only, the term Company shall
not only include ENGlobal Corporate Services, Inc., but its parents, subsidiaries, and
affiliates.

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; 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.

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  affirmative vote of no less than
three (3) members of the Board of Directors and  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 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 Employment 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  affirmative vote of no
less than three (3) members of the Board of Directors and  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



---

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 upon the affirmative vote of no less than three (3)
members of the Board of Directors and 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.

5.5
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) his voluntary  resignation (including in
breach of this Agreement), or (iii) his 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 Annual Salary in  effect
at the date of termination of his employment and (b) under the same cost  sharing
arrangements as were in place prior to termination, continue to include  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.

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
50% of the monthly amount of Executives Annual Salary in effect at the
date of termination of his employment and (ii) under the same cost sharing
arrangements as were in place prior to termination, continue to include the
Executive and his eligible dependants 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.

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



---

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 the Executive or 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.

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.

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:
| | ----------------------

| | Chairman
of  the Compensation Committee 654 N. Sam Houston Pkwy E., Suite 400  Houston, TX
77060-5914
| | -----------------------------------------------------------------------------------------------------

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

| | Michael
L. Burrow7955 Shire LaneBeaumont, TX 77706
| | --------------------------------------------------

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

7



---

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.

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.

8



---

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

| | ENGLOBAL
CORPORATION
| | --------------------

| | By:_____________________________
| | --------------------------------

| | _______________________________William
A. Coskey
| | ------------------------------------------------

| | MICHAEL
L.  BURROW
| | ------------------

| | By:_____________________________
| | --------------------------------

| | _______________________________Michael
L. Burrow
| | ------------------------------------------------

9