SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT

THIS SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (hereinafter, this ?Agreement?) is entered into as of the 27th day of October, 2003, to be effective as of June 30, 2003 (the ?Effective Date?), by and among IDS ENGINEERING, INC., d/b/a ENGLOBAL ENGINEERING, INC., a Texas corporation, THERMAIRE, INC., d/b/a THERMAL CORPORATION, a Texas corporation, ENGLOBAL CONSTANT POWER, INC., a Texas corporation, ENGLOBAL CORPORATE SERVICES, INC., a Texas corporation, IDS ENGINEERING MANAGEMENT, LC, a Texas limited liability company, ENGLOBAL ENGINEERING, INC., a Texas corporation, ENGLOBAL SYSTEMS, INC., a Texas corporation, PETROCON ENGINEERING OF LOUISIANA, INC., a Louisiana corporation, R.P.M. ENGINEERING, INC., d/b/a ENGLOBAL ENGINEERING, INC., a Louisiana corporation, ENGLOBAL CONSTRUCTION RESOURCES, INC., d/b/a PETROCON CONSTRUCTION RESOURCES, INC., a Texas corporation, and ENGLOBAL TECHNOLOGIES, INC., a Texas corporation, (individually, a ?Borrower? and collectively, ?Borrowers?), FLEET CAPITAL CORPORATION, a Rhode Island corporation (?Fleet?), as Agent (Fleet, in such capacity, the ?Agent?), and the financial institution(s) listed on the signature pages hereof and their respective successors and assigns (each individually a ?Lender? and collectively ?Lenders?).

RECITALS

A.    Borrowers, Agent and Lender have entered into that certain Second Amended and Restated Loan and Security Agreement, dated as of December 21, 2001, as amended by that certain First Amendment to Second Amended and Restated Loan and Security Agreement entered into as of March 26, 2002, executed by Borrowers, Agent and Lender, and by that certain Second Amendment to Second Amended and Restated Loan and Security Agreement, dated July 31, 2002, executed by Borrowers, Agent and Lender, and by that certain Third Amendment to Second Amended and Restated Loan and Security Agreement, dated November, 2002, executed by Borrowers, Agent and Lender, and by that certain Fourth Amendment to Second Amended and Restated Loan and Security Agreement and Amendment to other Loan Documents, entered into on March 26, 2003, executed by Borrowers, Agent and Lender, and by that certain Fifth Amendment to Second Amended and Restated Loan and Security Agreement, entered into as of August 7, 2003, executed by Borrower, Agent and Lender (as amended, the ?Loan Agreement?).

B.    Borrowers, Lender and Agent desire to amend the Loan Agreement as hereinafter set forth.

NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

1

ARTICLE I

Definitions

1.01    Capitalized terms used in this Agreement, to the extent not otherwise defined herein, shall have the same meaning as in the Loan Agreement, as amended hereby.

ARTICLE II

Amendments

2.01    Amendment to Section 8.3.2 of the Loan Agreement.    Effective as of the Effective Date, Section 8.3.2 of the Loan Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

?8.3.2 Ratio of Senior Debt and Equus Term Note to EBITDA. Maintain, on a Consolidated basis, as of the last day of each calendar month, beginning July 31, 2003 and continuing on the last day of each thereafter occurring calendar month, a ratio of (i) the sum of (a) Borrower?s Senior Debt on such date (provided, however, that in this calculation of the Senior Debt of Borrower, the unpaid amount of the Revolving Credit Loans on such date shall be deemed to be the Average Monthly Revolving Credit Loan Balance for such month) and (b) the unpaid principal amount of the Equus Term Note on such date, to (ii) Borrower?s EBITDA for the twelve- (12) calendar month period ending on such date, equal to or less than 2.75 to 1.00.?

ARTICLE III

Conditions Precedent

3.01    Conditions to Effectiveness.    Notwithstanding anything herein to the contrary, the effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by Agent and Lender:

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