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SEPARATION AGREEMENT AND RELEASE

Release Agreement

SEPARATION AGREEMENT AND RELEASE | Document Parties: ENGLOBAL CORP You are currently viewing:
This Release Agreement involves

ENGLOBAL CORP

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Title: SEPARATION AGREEMENT AND RELEASE
Governing Law: Texas     Date: 5/23/2007
Industry: Oil Well Services and Equipment     Sector: Energy

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Exhibit 10.1

SEPARATION AGREEMENT AND RELEASE

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

This Separation Agreement and Release (this "Agreement"), dated April 2,

2007, (the "Effective Date"), sets forth the mutual agreement of ENGlobal

Corporation, a Nevada corporation, for itself and its subsidiaries and

affiliates (collectively "ENGlobal"), and Michael L. Burrow ("Burrow"),

regarding Burrow's separation from employment with ENGlobal. Terms not otherwise

defined in this Agreement shall have the meanings ascribed to them in that

certain Key Executive Employment Agreement dated January 1, 2006 between

ENGlobal and Burrow (the "Employment Agreement").

RECITALS:

Burrow has been employed by and has served as an officer and a member of

the Board of Directors of ENGlobal since December 2001.

On the Effective Date, Burrow resigned as President and Chief Executive

Officer, as a member of ENGlobal' s Board of Directors, and as an employee of

ENGlobal.

The parties to this Agreement have decided to resolve any differences that

may exist in connection with Burrow's employment with ENGlobal, service on

ENGlobal's Board of Directors, and separation therefrom.

The parties desire to keep the terms of this Agreement confidential, to be

knows only by the parties to this Agreement and their attorneys, except as

otherwise required by law.

NOW, THEREFORE, in consideration of the mutual promises and agreements

herein contained, including the recitals set forth above, the receipt and

sufficiency of which are hereby acknowledged, the parties to this Agreement

agree as follows:

1. Consideration from ENGlobal. If Burrow signs this Agreement, does not

revoke this Agreement, and complies fully with this Agreement, ENGlobal will

provide Burrow with the following valuable consideration, a portion of which is

expressly agreed to be in addition to anything to which Burrow is currently

entitled and not otherwise required by ENGlobal's policies, procedures, or

practices:

(a) Severance Payments.

(i) During the Initial Severance Benefit Period, ENGlobal will

pay Burrow severance benefits (subject to applicable tax and other withholdings)

in payroll period installments in accordance with ENGlobal's normal payroll

policies, in an amount equal to the monthly amount of Burrow's Annual Salary in

effect at the Effective Date. In addition, ENGlobal will (under the same cost

sharing arrangements as were in place prior to the Effective Date), continue to

include Burrow and his eligible dependents under the coverage of all group

health, medical and dental insurance policies, plans and programs maintained by

ENGlobal during the Initial Severance Benefit Period for ENGlobal's employees,

or management employees, generally.

<PAGE>

(ii) ENGlobal hereby extends the Restricted Period, and ENGlobal

will pay Burrow severance benefits (subject to applicable tax and other

withholdings) during the Second Severance Benefit Period, in payroll period

installments in accordance with ENGlobal's normal payroll policies, in an amount

equal to the monthly amount of Burrow's Annual Salary in effect at the Effective

Date. In addition, ENGlobal will (under the same cost sharing arrangements as

were in place prior to the Effective Date), continue to include Burrow and his

eligible dependents under the coverage of all group health, medical and dental

insurance policies, plans and programs maintained by ENGlobal during the Second

Severance Benefit Period for ENGlobal's employees, or management employees,

generally.

(b) Benefits and Expenses.

(i) Burrow understands and agrees that balances or vested

balances Burrow has in any ENGlobal benefit plan will be available to Burrow

consistent with applicable law, regulations and the administrative provisions of

the various plan documents. Except as provided in Section 1(b)(ii), any options

to acquire shares of ENGlobal's common stock will expire or be exercisable in

accordance with the terms and provisions of the applicable agreement, plans and

plan documents. Burrow further understands that he will not receive any grants

of stock or options from ENGlobal in the future.

(ii) On the Effective Date, ENGlobal and Alliance 2000, Ltd. will

enter into the Second Amended and Restated Alliance Stock Option Agreement

attached as Exhibit A.

(iii) Burrow agrees that he will not conduct any market

transactions in ENGlobal stock (including purchasing or selling shares and

moving funds in or out of the ENGlobal 401(k) Plan) until ENGlobal files its

definitive proxy statement on Schedule 14A for year 2007. This restriction shall

not impede Burrow's ability to exercise his vested options to acquire shares of

ENGlobal common stock as permitted under the applicable option agreements.

(iv) ENGlobal agrees to reimburse Burrow for all reasonable

business expenses incurred through March 31, 2007.

2. Release.

(a) Burrow hereby knowingly and voluntarily waives, relieves,

releases, acquits and forever discharges ENGlobal, and its predecessors, parent

and affiliated companies, successors and assigns, officers, directors, agents,

employees, shareholders, attorneys, accountants, employee benefit plans and

trustees, and any and all other related individuals and entities (collectively,

the "Releasees"), from any and all claims, debts, liabilities, demands,

obligations, liens, promises, acts, agreements, costs, expenses (including, but

not limited to, attorneys' fees), damages, actions and causes of action, of any

nature whatsoever, including, without limitation, any statutory, civil or

administrative claim, or any claim, arising out of facts, whether known or

unknown, suspected or unsuspected, fixed or contingent, apparent or not,

including, but not limited to, any claims based on, arising out of, related to

or connected with Burrow's employment with, or termination of employment from,

ENGlobal, including but not limited to, any claims arising from federal, state

2

<PAGE>

or local laws which prohibit discrimination on the basis of race, national

origin, religion, age, sex, marital status, pregnancy, disability, perceived

disability, ancestry, sexual orientation, family or personal leave, or any other

form of discrimination, or from any common law claims of any kind, including,

but not limited to, contract, tort, or property rights, including, but not

limited to, breach of contract, breach of the implied covenant of good faith and

fair dealing, tortious interference with contract or current or prospective

economic advantage, fraud, deceit, breach of privacy, misrepresentation,

defamation, wrongful termination, tortious infliction of emotional distress,

loss of consortium and breach of fiduciary duty, violation of public policy and

any other common law claim of any kind whatsoever, and claims for severance pay,

sick leave, family leave, vacation, life insurance, bonuses, health insurance,

disability or medical insurance or any other fringe benefit or compensation, or

from any and all rights or claims arising under the Civil Rights Act of 1964, as

amended, 42 U.S.C. ss.ss. 2000e, et seq.; the Americans with Disabilities Act,

42 U.S.C. ss.ss. 12101, et seq.; the Age Discrimination in Employment Act, as

amended, 29 U.S.C. ss.ss. 621 et seq.; the Older Workers Benefit Protection Act;

the Sarbanes-Oxley Act of 2002, including the whistleblower provisions thereof;

the Texas Commission on Human Rights Act, Tex. Labor Code ss.ss. 21.001, et seq.

(prohibiting discrimination based upon age, race, sex, religion, national origin

or disability); the Family & Medical Leave Act; the Employee Retirement Income

Security Act of 1974; and the Worker Adjustment Retraining and Notification Act.

Claims which cannot be waived by law are excluded from the release provisions of

this Section 2; however, Burrow does waive his right to any monetary recovery

should any agency pursue claims against any Releasee on Burrow's behalf.

(b) Burrow understands and agrees, in compliance with any statute or

ordinance which requires a specific release of unknown claims or benefits, that

this Agreement includes a release of unknown claims, and Burrow hereby expressly

waives and relinquishes any and all claims, rights or benefits that Burrow may

have which are unknown to Burrow at the time of the execution of this Agreement.

Burrow understands and agrees that if, hereafter, Burrow discovers facts

different from or in addition to those which Burrow now knows or believes to be

true, that the waivers and releases of this Agreement shall be and remain

effective in all respects notwithstanding such different or additional facts or

the discovery of such fact.

(c) If Burrow is at least 40 years old, Burrow agrees and expressly

acknowledges that this Agreement includes a waiver and release of all claims

which Burrow has or may have under the Age Discrimination in Employment Act of

1967, as amended, 29 U.S.C. ss.ss. 621, et seq. ("ADEA"), the Older Workers

Benefit Protection Act, as amended, or any equivalent or comparable provision of

federal, state or local law, including, without limita


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