EXHIBIT 10.1

                              ENGlobal Corporation
                        2004 Employee Stock Purchase Plan
                          (Effective February 1, 2004)


1.   Purpose of the Plan. ENGlobal Corporation has adopted this Plan to provide
Eligible Employees with the opportunity and a convenient means to purchase
Shares as an incentive to exert their maximum efforts for the success of the
Company. Capitalized terms have the meanings ascribed to them in Section 5.1.
ENGlobal intends that options to purchase stock granted under this Plan qualify
as options granted under an "employee stock purchase plan" as defined in Section
423(b) of the Code, and this Plan will be construed and applied so as to be
consistent with Section 423 of the Code, including the requirement of Section
423(b)(5) of the Code that all Participants granted options to purchase Shares
under the Plan have the same rights and privileges with respect to such options.

2.   Participation in the Plan.

     2.1 Eligibility. Each Eligible Employee who is employed by an Employer on
an Enrollment Date may participate in the Plan during the relevant Offering
Period, except for employees whose customary employment is 20 hours or less per
week or employees whose customary employment is for not more than 5 months in
any calendar year, unless the Code prohibits his or her participation in that
Offering Period because:

          (a) Immediately after the grant of an option under this Plan on the
Purchase Date, the Eligible Employee (together with certain individuals and
entities associated with or related to the Eligible Employee as described in
Section 424(d) of the Code) would be deemed to own a number of shares of stock
and certain exercisable options to purchase stock that together represent 5% or
more of the total combined voting power or value of all classes of stock of the
ENGlobal (computed in accordance with Section 423(b)(3) of the Code); or

          (b) Immediately after the grant of an option under this Plan to an
Eligible Employee on the Purchase Date, the Eligible Employee's rights to
purchase Shares under all of the employee stock purchase plans described in
Section 423 of the Code of ENGlobal would accrue at a rate that exceeded $25,000
(computed based on the Fair Market Value on the Purchase Date in accordance with
Section 423(b)(8) of the Code) during the calendar year of that Offering Period.

     2.2 Enrollment to Buy Stock. On the Purchase Date for each Offering Period,
and, subject to the other provisions of this Plan, the Company shall purchase
Shares for the account of each Eligible Employee who:

          (a) has completed an Enrollment Agreement in the form, format, and as
otherwise required by the Stock Administrator, and

          (b) delivered that Enrollment Agreement to the Stock Administrator at
least 10 business days before the Enrollment Date for an Offering Period.

     2.3 Designation of Beneficiary. Each Participant may from time to time
designate a beneficiary by filing a written beneficiary designation form with
the Stock Administrator. Such beneficiary shall receive, on Participant's death,
any refunds of amounts not used to purchase Shares and any Shares purchased on
Participant's behalf but not yet issued to the Participant. If no beneficiary is
designated at the time of a Participant's death, then any cash refunds and
transfers of Shares shall be made to the appropriate representative of the
Participant's estate.

     2.4 Contributions; Payroll Deductions; Account; No Interest.

          (a) The Company will withhold from each Participant's paycheck the
percentage of Eligible Compensation specified in his then-current Enrollment
Agreement commencing on the first pay date after the Enrollment Date next
following the delivery by Employee to the Company of an Enrollment Agreement. In
addition, the Company may make a discretionary Matching Contribution to each
Participant's Account. The Company shall continue to withhold a like amount and
to reserve the right to make a Matching Contribution on each pay date throughout



that Offering Period and each future Offering Period until the Employee ceases
to be a Participant or, if earlier, changes his Enrollment Agreement.
Notwithstanding anything to the contrary, the Company shall not withhold or
allow any Participant's contributions to exceed the lesser of 15% of Eligible
Compensation or $25,000 per calendar year.

          (b) ENGlobal will hold and use the amounts withheld from each
Participant's paycheck (or otherwise contributed by Participant) together with
any Matching Contributions made by ENGlobal for the benefit of each Participant
until the earlier of the date those amounts are (i) used to purchase Shares, or
(ii) refunded to the Participant and to ENGlobal in accordance with Sections 2.6
and 2.7. ENGlobal will not be required to segregate any of these funds from its
general corporate fund, and will not pay interest on any of these funds unless
otherwise required by applicable law. Under no circumstances will ENGlobal be
required to pay to Participant any Matching Contribution that is not used for
the purchase of Shares.

     2.5 Changes in Contributions. During an Offering Period, a Participant may
not change the percentage of Eligible Compensation to be withheld from his
paycheck (or otherwise to be contributed), except by withdrawing from the Plan.
However, a new Enrollment Agreement may be submitted for any subsequent Offering
Period.

     2.6 Withdrawal.

          (a) A Participant may stop participating in the current Offering
Period and each future Offering Period by delivering a Withdrawal Agreement to
the Stock Administrator at least 10 business days before the Purchase Date for
the then-current Offering Period. Delivery of a Withdrawal Agreement will:

               (i) permanently and irrevocably terminate the Withdrawing
Employee's participation in the then-current Offering Period, and

               (ii) suspend the Withdrawing Employee's participation in any
future Offering Periods until he delivers an Enrollment Agreement to the Stock
Administrator.

An election to stop participating in one Offering Period will not prevent an
Eligible Employee from participating in any future Offering Period or in any
other Plan adopted by ENGlobal, provided that the Eligible Employee will not
participate in any future Offering Period until he submits a new Enrollment
Agreement.

          (b) As soon as practical after receiving a Withdrawal Agreement,
ENGlobal will:

               (i) stop withholding the applicable percentage of Eligible
Compensation from the Withdrawing Employee's paychecks or otherwise accepting
contributions to the Withdrawing Employee's Participant Account;

               (ii) refund to the Withdrawing Employee all amounts previously
withheld from his paychecks or otherwise contributed to the Withdrawing
Employee's Participant Account (excluding any Matching Contributions) during the
then-current Offering Period, but only if such amounts withheld or other
contributions have not otherwise been used to purchase Shares for and on behalf
of the Eligible Employee; and

               (iii) refund to ENGlobal all amounts previously contributed as
Matching Contributions on behalf of the Withdrawing Employee during the
then-current Offering Period, but only if such contributions have not otherwise
been used to purchase Shares for and on behalf of the eligible Employee.

     2.7 Termination of Employment; Leave of Absence.

          (a) If a Participant's employment with the Company terminates,
including by death, on or before a Purchase Date, he will be deemed to have
elected to withdraw from the Plan effective as of the date that his employment
terminates.

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          (b) As soon as practical after a Participant's termination of
employment, ENGlobal will:

               (i) refund all amounts withheld from his paycheck or otherwise
contributed under this Plan (excluding any Matching Contributions) that have not
been used to purchase Shares from ENGlobal or otherwise refunded;

               (ii) refund to ENGlobal all Matching Contributions made on behalf
of the terminated Employee that have not been used to purchase Shares from
ENGlobal; and

               (iii) distribute, or direct the Plan Custodian to distribute, any
Shares held by the Employer or the Plan Custodian on the Participant's behalf to
the Participant or his designee.

          (c) A Participant on an approved leave of absence will be deemed to
have elected to withdraw from the Plan on the first day of the approved leave of
absence, and such deemed election to withdraw shall be effective for each such
Offering Period and each subsequent Offering Period until he returns to work and
submits a new Enrollment Form.

     2.8 Transferability. Neither the amounts credited to a Participant Account
nor any other rights of a Participant under the Plan may be assigned,
transferred, pledged, or otherwise disposed of in any way (other than by will or
the laws of descent and distribution) by the Participant. Shares shall be
purchased under this Plan on Participant's behalf only during Participant's
lifetime. Any attempt at assignment, transfer, pledge, or other disposition will
be without effect, except that ENGlobal will treat such act as an election to
withdraw funds in accordance with Section 2.6 and Section 2.7.

3.   Purchase of Stock

     3.1 Offering Periods. Each calendar year, the Company shall have four
Offering Periods: one beginning on January 1 and ending on March 31, one
beginning on April 1 and ending on June 30, one beginning on July 1 and ending
on September 30 and one beginning on October 1 and ending on December 31.

     3.2 Purchase of Stock. On each Enrollment Date, ENGlobal will offer each
Participant the opportunity to have Eligible Compensation withheld from his
paycheck (or to contribute Eligible Compensation in a manner approved by
ENGlobal) to be used to purchase Shares on the next Purchase Date. The number of
Shares the Participant will purchase on each Purchase Date, using the funds
accumulated since the prior Enrollment Date, will be a number of whole and
fractional Shares equal to (i) the balance of his Participant Account divided by
an amount equal to the lesser of (x) 100% of the Fair Market Value per Share on
the first day of the Offering Period or (y) 90% of the Fair Market Value per
Share on the last day of the Offering Period, minus (ii) the number of whole and
fractional Shares, if any, necessary to prevent that Participant from exceeding
the limits established in Section 2.4(a).

     3.3 Payment for Shares. Immediately upon each purchase of shares on
Participant's account, the amount held by ENGlobal for the benefit of that
Participant will be reduced by the Purchase Price per Share multiplied by the
number of Shares purchased on behalf of that Participant.

     3.4 Delivery of Shares; Restrictions on Transfer; Voting.

          (a) As soon as practical after each Purchase Date, a stock certificate
will be issued to the Plan Custodian (or if a Participant so requests, to such
Participant) for the benefit of each Participant, (or if the Plan Administrator
so directs, the Company's transfer agent shall note the Participants stock
ownership electronically) for the Shares purchased on that Purchase Date. Such
certificate may be issued in nominee name.

          (b) All Shares purchased under this Plan will be held by ENGlobal or
the Plan Custodian until the earlier of (i) a request for delivery of the Shares
by the Participant, or (ii) the termination of the Participant's employment with
the Company.

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          (c) As soon as practical after termination of a Participant's
employment with the Company, and if timely requested by that Participant in a
form approved by the Plan Custodian, certificates representing Shares purchased
under the Plan will be issued in the name of that Participant.

          (d) All Shares purchased under this Plan shall be nontransferable and
nonassignable for six months after the date such Shares are issued to the
Participant (whether or not such issuance is accomplished by delivery of a share
certificate or by electronic notation by the transfer agent). Any attempt to
sell, gift, pledge or otherwise transfer any Shares prior to the expiration of
six months from issuance shall be ineffective and void.

          (e) ENGlobal will pay all issue or initial transfer taxes of the
Company with respect to the initial purchase of Shares, as well as all fees and
expenses necessarily incurred by the Company in connection with such purchase.

          (f) Subject to the restrictions of Section 3.4(d), a Participant who
purchases Shares under this Plan shall have, as of the date such Shares are
purchased, substantially all of the rights of ownership of such Shares in
accordance with Treasury Regulations Section 1.421-1(f) as in effect on the
Effective Date. Such rights of ownership shall include the right to vote, the
right to receive declared dividends, the right to share in the assets of Company
in the event of liquidation, the right to inspect Company's books (to the extent
granted by applicable law), and the right to pledge or sell such Shares, subject
to the restrictions on such rights in this Plan and the restrictions on such
rights imposed by applicable law.

     3.5 Periodic Reports. As soon as practical after each Offering Period, a
statement will be sent to each person who was a Participant under this Plan
during the Offering Period, which statement will include (i) the total amount of
all payroll deductions or other contributions, including Matching Contributions,
made during the applicable Offering Period or otherwise held under this Plan for
the benefit of the Participant, (ii) the number of Shares purchased on behalf of
Participant on each applicable Purchase Date, (iii) the per share and aggregate
purchase price per Share for those Shares, (iv) the remaining cash balance, if
any held by any Employer for the benefit of Participant, and (v) such other
information as the Stock Administrator or Plan Custodian deems appropriate.

     3.6 No Rights in Shares Prior to Purchase. Neither a Participant nor his
beneficiaries will have any interest or voting right in Shares prior to the
Purchase Date on which such Shares are purchased.

4.   Operation of the Plan

     4.1 Effective Date and Term of Plan. This Plan has been adopted to be
effective on February 1, 2004 and will remain effective until December 31, 2010,
unless sooner terminated under Section 4.5.

     4.2 Shares Authorized for Sale and Issuance Under the Plan.

          (a) The maximum number of Shares that may be sold and issued under
this Plan will be 1,200,000 Shares, although the stated maximum will be adjusted
as provided in Section 5.2 below. The maximum number of Shares that may be sold
on a Purchase Date resulting from one Offering Period will be 150,000 Shares,
adjusted as provided in section 5.2. If any option to purchase Shares granted
under this Plan is not exercised for any reason, the Shares subject to that
option will remain available to be sold and issued under this Plan.

          (b) If, for any reason, the number of Shares available for sale and
issuance under this Plan under Section 4.2(a) is less than the number of Shares
to be sold and issued under Section 3.3 on a Purchase Date, the Company will
allocate the Shares available for sale and issuance pro rata among the
Participants in as uniform a manner as it determines to be equitable. In such
event, the Stock Administrator or Plan Custodian will notify each Participant of
the reduction in the number of Shares and the reason for such reduction.

          (c) Shares sold and issued under this Plan may, in the sole and
absolute discretion of the Board, be either authorized and unissued Shares or
treasury Shares that are bought or otherwise acquired in public or private
transactions.

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     4.3 Conditions Upon Issuance of Shares.

          (a) Compliance With Laws. ENGlobal will not be required to sell or
issue any Shares under this Plan to any Eligible Employee unless the sale,
issuance and delivery of Shares complies, in the opinion of ENGlobal's counsel,
with all applicable laws and regulations, including, but not limited to, the
Securities Act of 1933 and the rules and regulations of the United States
Securities and Exchange Commission, and all rules and regulations of the
American Stock Exchange or other applicable stock exchange or quotation system
upon which the Shares are listed or traded.

          (b) Investment Intent. As a condition to participation in the Plan,
ENGlobal may require a Participant to represent and warrant at the time that the
Shares are being acquired that such Shares are being purchased only for
investment and without any present intention to sell or distribute such Shares
if, in the opinion of counsel for the Company, such a representation is required
by any of the aforementioned applicable provisions of law.

     4.4 Administration; Committee.

          (a) Board of Directors. This Plan will be administered by the Board
(or a duly appointed committee of the Board as set forth in this Plan). Unless
otherwise provided in this Plan, the Board has the power:

               (i) To determine when and how rights to purchase Shares will be
granted and the provisions of each offering of such rights (which need not be
identical);

               (ii) To designate Participating Affiliates;

               (iii) To construe and interpret the Plan and rights granted under
it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan, in a manner and to the extent it
deems necessary or expedient;

               (iv) To amend or terminate this Plan as provided in Section 4.4;

               (v) To delegate administration of this Plan to the Committee; and

               (vi) Generally, to exercise such powers and to perform such acts
as the Board deems necessary or expedient to promote the best interests of
ENGlobal.

          (b) Committee. If administration of this Plan is delegated to the
Committee, the Committee will have all the powers of the Board with respect to
this Plan, subject to any limitations on such powers stated in the Board's
resolutions delegating administration to the Committee. Whether or not the Board
delegates administration of this Plan to the Committee, the Board retains the
final power to determine all questions of policy, procedure, and expediency that
arise in the administration of this Plan.

          (c) Participation by Members of the Board. No members of the Board may
participate in this Plan.

          (d) Stock Administrator. ENGlobal's day-to-day obligations under this
Plan will be managed by the Stock Administrator, subject to the Board's final
power to determine all questions of policy, procedure, and expediency that arise
in the administration of this Plan. The Stock Administrator will have all of the
following powers:

               (i) To manage, or to select and direct a Plan Custodian to
manage, the daily operations of this Plan in accordance with its terms;

               (ii) To adopt rules of procedure and regulations necessary for
the operation of this Plan, provided they are consistent with the terms of this
Plan;

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               (iii) To determine all questions with regard to rights of
Eligible Employees and Participants under the Plan, including, but not limited
to, the eligibility of any person to participate in the Plan;

               (iv) To enforce the terms, rules and regulations of this Plan;

               (v) To direct the distribution of the Shares purchased hereunder;

               (vi) To furnish the Company with information which it requires
for tax or other purposes;

               (vii) To engage the service of counsel (who may, if appropriate,
be counsel for the Company) and a Plan Custodian or other agents it deems
advisable to assist it with the performance of its duties;

               (viii) To prescribe procedures to be followed by Participants in
electing to participate in this Plan;

               (ix) To receive from each Company and Eligible Employee any
information necessary to administer or manage this Plan;

               (x) To maintain, or cause ENGlobal, the Employer or the Plan
Custodian to maintain, an account in the name of each Participant to reflect his
participation in this Plan;

               (xi) To interpret and construe the Plan; and

               (xii) To make any changes or modifications necessary to
administer and implement the provisions of this Plan.

     4.5 Amendment or Termination.

          (a) The Board may amend or terminate this Plan without notice,
provided that the Board will not, without the approval of the shareholders of
the Company, (i) increase the maximum number of Shares that may be sold or
issued under this Plan (except pursuant to Section 5.2), or (ii) amend the
requirements as to the class of Eligible Employees eligible to purchase Shares
under this Plan or if a Committee is appointed to administer this Plan, permit
the members of the Committee to participate in this Plan.

          (b) This Plan will automatically terminate on the Purchase Date that
Participants become entitled to purchase a number of Shares greater than the
number available for purchase under Section 4.2. In the event of an automatic
termination, reserved Shares remaining as of such Purchase Date will be sold to
Participants on a pro rata basis.

     4.6 Approval of the Stockholders. Commencement of the Plan will be subject
to approval by the stockholders of the Company within 12 months after the date
the Plan is adopted. Notwithstanding any provision to the contrary, failure to
obtain such stockholder approval will void the Plan, any options granted under
the Plan, any Share purchases pursuant to the Plan, and all rights of all
Participants.

     4.7 No Liability for Good Faith Determinations. Neither the members of the
Board, the Stock Administrator nor the Plan Custodian (nor their delegates) will
be liable for any act, omission, or determination taken or made in good faith
with respect to the Plan or any right to purchase Shares granted under it.
Members of the Board and the Stock Administrator (and their delegates) will be
entitled to indemnification and reimbursement by ENGlobal in respect of any
claim, loss, damage, or expense (including attorneys' fees, the costs of
settling any suit, provided such settlement is approved by independent legal
counsel selected by ENGlobal, and amounts paid in satisfaction of a judgment,
except a judgment based on a finding of bad faith) arising therefrom to the full
extent permitted by law and under any directors and officers' liability or
similar insurance coverage that may from time to time be in effect.

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5.   Miscellaneous Legal Provisions

     5.1 Definitions.

          (a) "Board" means the Board of Directors of ENGlobal or a duly
appointed committee of the Board.

          (b) "Code" means the Internal Revenue Code of 1986, as amended.

          (c) "Committee" means the Compensation Committee of the Board or such
other committee of the Board appointed to administer this Plan

          (d) "Company" means ENGlobal and each Participating Affiliate.

          (e) "Eligible Compensation" means the regular rate of compensation
paid to a Participant by any Employer during an Offering Period, including
wages, salary, bonuses, and commissions, but excluding all other extraordinary
pay. Eligible Compensation excludes the amount of a Participant's elective
contributions that are made by the Employer on behalf of that Participant that
are not includable in gross income under the Internal Revenue Code of 1986, as
amended, Sections 125, 402(e)(3), 132(f)(4), 402(h), and 401(k).

          (f) "Eligible Employee" means a natural person who, on an Enrollment
Date, has been on the payroll records of an Employer for at least the preceding
three-month period (i) as receiving wages from the Employer, and (ii)
customarily employed as a common law employee of the Employer (A) on a full-time
basis, or (B) for more than 20 hours per week on a regular basis by the Employer
for more than five months per calendar year. Notwithstanding the foregoing,
officers, non-employee directors, or persons who hold 5% or more of the issued
and outstanding Shares of ENGlobal, as determined under Section 2.1(a), shall
not be Eligible Employees.

          (g) "Employer" means ENGlobal or the Participating Affiliate by which
an Eligible Employee is employed.

          (h) "ENGlobal" means ENGlobal Corporation, a Nevada corporation, or
any successor in interest that adopts this Plan.

          (i) "Enrollment Agreement" means the agreement submitted to the Stock
Administrator pursuant to Section 2.2.

          (j) "Enrollment Date" means the first day of the applicable Offering
Period.

          (k) "Fair Market Value" of one share of Shares on a particular date
will be (i) if the Shares is listed or admitted to trading on the American Stock
Exchange, then (A) if sales of Shares occurred on that date, the closing selling
price per share of Shares on the American Stock Exchange (or other exchange on
which the Company's shares are then traded) for that date (1) as reported by the
Dow Jones News/Retrieval Service of Dow Jones and Company, Inc., or (2) if not
so reported, in a newspaper of national circulation or other authoritative
source selected by the Board, or (B) if no sales of Shares occurred on that
date, the closing selling price per share of Shares as of the next preceding
date for which the price is reported on the American Stock Exchange (or other
exchange on which the Company's shares are then traded) on that date, or (ii) in
all other cases, determined in a reasonable way selected by the Board for that
purpose.

          (l) "Matching Contribution" means the amount contributed by the
Company prior to the Purchase Date to each Participant Account in an amount to
be determined by the Company in its sole discretion, which amount may be zero
dollars ($0). Under no circumstance will a Participant receive the Matching
Contributions other than through the purchase of Shares as outlined in the Plan.
Without limitation, Matching Contributions are refundable to the Company until
and unless they are used towards the purchase of Shares pursuant to Section 3.
If the Stock Administrator cannot determine whether Matching Contributions were

                                       7


used to purchase Shares, the Stock Administrator shall have the sole and
absolute discretion to seek a refund of Matching Contributions based upon the
ratio that Matching Contributions in such Participant Account immediately before
the Purchase Date bear to the total amount in such Participant Account
immediately before such Purchase Date (excluding any Shares in such Participant
Account which had been purchased on prior Purchase Dates).

          (m) "Offering Period" means each period for every year commencing on
January 1 and ending on March 31, or commencing on April 1 and ending on June
30, or commencing on July 1 and ending on September 30, or commencing on October
1 and ending on December 31. The only exception is the first offering period
under this Plan per Section 3.1.

          (n) "Participant" means an Eligible Employee who has elected to
participate in any Offering Period and continues to participate in that Offering
Period through its Purchase Date.

          (o) "Participant Account" means any account or accounting entry
maintained by ENGlobal, the Employer, the Stock Administrator or the Plan
Custodian to record the amount of Eligible Compensation that a Participant has
contributed to the Plan during an Offering Period in accordance with Section 2.4
of this Plan, any Matching Contributions made on behalf of that Participant, and
the Shares purchased under this Plan.

          (p) "Participating Affiliate" means any corporation in an unbroken
chain of corporations beginning with ENGlobal, of which ENGlobal, directly or
indirectly, holds, on the applicable Purchase Date, not less than 50% of the
total combined voting power of all classes of stock in one of the other
corporations in such chain, whether or not such corporation now exists or is
hereafter organized or acquired by ENGlobal or any Subsidiary which adopts the
Plan with the consent of ENGlobal.

          (q) "Plan" means this ENGlobal Corporation 2004 Employee Stock
Purchase Plan, as amended from time to time.

          (r) "Plan Custodian" means the third party administrator appointed by
ENGlobal to manage this Plan in accordance with its terms, and in the absence of
a third party administrator, the Stock Administrator shall be the Plan
Custodian.

          (s) "Purchase Date" means a date determined by the Stock
Administrator, which date shall occur as soon as administratively practicable
after the last day of each month during the applicable Offering Period.

          (t) "Shares" means the common stock, $.001 par value per share, of
ENGlobal.

          (u) "Stock Administrator" means the chairperson of the Compensation
Committee of the Board, or his designee.

          (v) "Subsidiary" means any corporation of which not less than 50% of
the total combined voting power of all classes of stock is held either by (i)
ENGlobal or (ii) any other corporation in an unbroken chain of corporations
(beginning with ENGlobal, and in which not less than 50% of the total combined
voting power of all classes of stock is held by each corporation in the chain),
without regard to whether such corporation now exists or is hereafter organized
or acquired.

          (w) "Withdrawal Agreement" means the agreement submitted to the Stock
Administrator pursuant to Section 2.6.

          (x) "Withdrawing Employee" means a Participant who withdraws from this
Plan as provided in Section 2.6(a).

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     5.2 Adjustments Upon Changes in Capitalization.

          (a) If any change is made in the Shares, or subject to any rights
granted under the Plan (through merger, consolidation, reorganization,
recapitalization, stock dividend, dividend in property other than cash, stock
split, liquidating dividend, combination of shares, exchange of shares, change
in corporate structure or other transaction not involving the receipt of
consideration by the Company), the Plan and outstanding rights will be
appropriately adjusted in the class(es) and maximum number of Shares subject to
the Plan and the class(es) and number of Shares and price per Share of Shares
subject to outstanding rights. Such adjustments will be made by the Board, the
determination of which will be final, binding and conclusive. The conversion of
any convertible securities of the Company will not be treated as a "transaction
not involving the receipt of consideration by the Company."

          (b) If (i) a dissolution or liquidation of ENGlobal or a sale of all
or substantially all of ENGlobal's assets; (ii) a merger or consolidation in
which ENGlobal is not the surviving corporation; (iii) a reverse merger in which
ENGlobal is the surviving corporation but the shares of Shares outstanding
immediately preceding the merger are converted by virtue of the merger into
other property, whether in the form of securities, cash or otherwise; or (iv)
any other capital reorganization in which more than 50% of the shares of the
Company entitled to vote are exchanged, is proposed to be consummated, then, the
Purchase Date for the applicable Offering Period will be accelerated to the date
such transaction is consummated, and the payroll deductions of the Participants
made through the Purchase Date will be used to purchase Shares immediately prior
to such transaction and all further rights of the Participants will terminate,
unless otherwise provided by the Board in its sole discretion.

     5.3 Notices; Waiver of Notice.

          (a) To a Participant. All notices or other communications relating to
the Plan given to a Participant or former Participant by the Board, ENGlobal, or
any Employer will be deemed delivered on the day the notice or other
communication is (i) personally delivered to that person, (ii) electronically
transmitted to a person who on the date of that transmission either is an
Eligible Employee or has consented to receiving notices by electronic
transmission to the last known electronic transmission address of that person,
or (iii) placed in the United States mail in an envelope addressed to the last
known address of that person, whichever is earlier.

          (b) By a Participant. All notices or other communications relating to
the Plan given to the Board, ENGlobal, or an Employer will be deemed delivered
on the day the notice or other communication is (i) received in tangible written
form by the Stock Administrator at ENGlobal's corporate headquarters address, or
(ii) electronically transmitted by an Eligible Employee to the Stock
Administrator by means of ENGlobal's internal corporate e-mail or intranet
system, provided that such notice is in the form specified by ENGlobal and is
acknowledged by the Stock Administrator.

          (c) Consent to Electronic Delivery of Notices, Plan Documents and
Prospectuses. By requesting to participate in the Plan, an Eligible Employee
will be deemed to consent to receiving copies of all notices and other
communications relating to the Plan by electronic transmission, including but
not limited to the Prospectus relating to the Plan, all enrollment and other
participation materials, and all other documents required to be delivered in
connection with the Plan. Upon request, ENGlobal will provide any such documents
to any Eligible Employee in tangible written form.

          (d) Waiver of Notice. Any person entitled to notice under the Plan may
waive the notice.

     5.4 Severability. If any provision of this Plan is held by final judgment
of a court of competent jurisdiction to be invalid, illegal or unenforceable,
such invalid, illegal or unenforceable provision shall be severed from the
remainder of this Plan, and the remainder of this Plan shall be enforced. In
addition, the invalid, illegal or unenforceable provision shall be deemed to be
automatically modified, and, as so modified, to be included in this Plan, such
modification being made to the minimum extent necessary to render the provision
valid, legal and enforceable. Notwithstanding the foregoing, however, if the
severed or modified provision concerns all or a portion of the essential
consideration to be delivered under this Plan by one party to the other, the
remaining provisions of this Plan shall also be modified to the extent necessary
to equitably adjust the parties' respective rights and obligations hereunder.

                                       9


     5.5 Successors and Assigns. The Plan is binding on all Participants and
their respective heirs, legatees, and legal representatives, including but not
limited to their estate and the executors, any receiver, trustee in bankruptcy
or representative of creditors of such person, and upon the Employer, its
successors and assigns.

     5.6 Headings. The titles and headings of the paragraphs are included for
convenience of reference only and are not to be considered in construction of
the provisions hereof. Reference to sections are to Sections of this Plan unless
otherwise indicated.

     5.7 Governing Law; Venue. This Plan and rights to purchase Shares that may
be granted under this Plan will be governed by and construed in accordance with
the laws of the State of Texas, without giving effect to any conflicts of law
rules or principles that might require the application of the laws of another
jurisdiction, except to the extent this Plan or those rights are governed by the
Nevada General Corporation Law, or the federal law of the United States. Any
claims brought against this Plan must be brought in Harris County, Texas.

     5.8 No Right to Employment. Nothing in this Plan, any amendment to this
Plan, or the creation of any Participant Account, the execution or submission of
any Enrollment Agreement or Withdrawal Agreement, or the issuance of any Shares
of Shares, will give any Eligible Employee any right (a) to continue employment
with any Employer, (b) any legal or equitable right against ENGlobal or any
Employer, or any officer, director, or Employee of ENGlobal or its Participating
Affiliates, in connection with his employment by the Employer, or (c) interfere
in any way with the Employer's right to terminate or otherwise modify his
employment at any time, except as expressly provided by the Plan or by
applicable law.

This Plan has been executed by a duly authorized officer of the Company, this
18th day of December, 2003, to be effective as of February 1, 2004.

ENGLOBAL CORPORATION


By: /s/ Michael L. Burrow
-------------------------
Michael L. Burrow, Chairman and CEO


                                       10


                            Participating Affiliates
                            ------------------------


The following corporations are approved by the Board as Participating Affiliates
to participate in this Plan:

ENGlobal Engineering, Inc.

RPM Engineering, Inc. d/b/a ENGlobal Engineering, Inc.

ENGlobal Construction Resources, Inc. also d/b/a Total Staffing Services

ENGlobal Systems, Inc.

ENGlobal Constant Power, Inc.

ENGlobal Technologies, Inc.

ENGlobal Corporate Services, Inc.

ENGlobal Design Group, Inc.







March 11, 2004



Mr. Robert Raiford
ENGlobal Corporation
3155 Executive Blvd.
Beaumont, Texas  77705

Dear Mr. Raiford:

Enclosed are two signed Consents in connection with the Registration Statement
of ENGlobal Corporation on Form S-8. We authorize the incorporation by reference
of our opinion in the aforementioned Registration Statements as of March 11,
2004.

Respectfully,




/s/ Keith Tunnell

Keith Tunnell, Partner

Enclosures