AMENDED AND RESTATED BYLAWS

                                       OF

                              ENGLOBAL CORPORATION

 

                                   1. OFFICES

 

     1.01 Registered Office. The registered office of the Corporation shall be

located at 202 South Minnesota St., Carson City, County of Carson City, State of

Nevada.

 

     1.02 Other Offices. In addition to the registered office, other offices may

also be maintained by such other place or places, either within or without the

State of Nevada, as may be designated from time to time by the board of

directors, where any and all business of the Corporation may be transacted, and

where meetings of the shareholders and of the directors may be held with the

same effect as though done or held at said registered office.

 

                           2. MEETING OF SHAREHOLDERS

 

     2.01 Annual Meetings. The annual meeting of the shareholders of the

Corporation shall be held each calendar year on such date and at such time as

shall be designated from time to time by the board of directors and stated in

the notice of the meeting or in a duly executed waiver of notice of such

meeting, for the election of directors and for the transaction of such other

business as may properly come before said meeting.

 

     2.02 Notice of Annual Meetings. Unless notice is waived by the

shareholders, the secretary shall mail, in the manner provided in Section 2.05

of these bylaws, or deliver a written or printed notice of each annual meeting

to each share-holder of record, entitled to vote thereat, or may notify by

telegram, at least ten and not more than sixty days before the date of such

meeting.

 

     2.03 Place of Meeting. The board of directors may designate any place

either within or without the State of Nevada as the place of meeting for any

annual meeting or for any special meeting called by the board of directors. A

waiver of notice signed by all shareholders may designate any place either

within or without the State of Nevada, as the place for the holding of such

meeting. If no designation is made, or if a special meeting be otherwise called,

the place of meeting shall be the registered office of the Corporation in the

State of Nevada, except as otherwise called, the place of meeting shall be the

registered office of the Corporation in the State of Nevada, except as otherwise

provided in Section 2.06 of these bylaws, entitled "Meeting Without Notice."

 

     2.04 Special Meetings. Special meetings of the shareholders shall be held

at the registered office of the Corporation or at such other place as shall be

specified or fixed in a notice thereof. Such meetings of the shareholders may be

called at any time by the president or secretary, or by a majority of the board

of directors then in office, and shall be called by the president with or

without board approval on the written request of the holders of record of at

least fifty percent (50%) of the number of shares of the Corporation then

outstanding and entitled to vote, which written request shall state the object

of such meeting.

 

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     2.05 Notice of Meetings. Unless waived by the shareholders, written or

printed notice stating the place, day and hour of the meeting and, in case of a

special meeting, the purpose or purposes for which the meeting is called, shall

be delivered not less than ten nor more than sixty days before the date of the

meeting, either personally or by mail, by or at the direction of the president

or the secretary to each shareholder of record entitled to vote at such meeting.

If mailed, such notice shall be deemed to be delivered when deposited in the

United States mail, addressed to the shareholder at his address as it appears on

the records of the Corporation, with postage prepaid. Notwithstanding the above,

if either notice of two consecutive annual meetings and notices of all meetings

and actions taken by shareholder the interim or two payments of -dividends or

interest on securities sent by first class mail during a twelve month period are

returned as undeliverable, the giving of further notices is not required. In

that event, any action taken without notice to the shareholder shall be deemed

to have been taken with notice to the shareholder.

 

     Any shareholder may at any time, by a duly signed statement in writing to

that effect, waive any statutory or other notice of any meeting, whether such

statement be signed before or after such meeting.

 

     2.06 Meeting Without Notice. If all the shareholders shall meet at any time

and place, either within or without the State of Nevada, and consent to the

holding of the meeting at such time and place, such meeting shall be valid

without call or notice and at such meeting any corporate action may be taken.

 

     2.07 Quorum and Shareholder Acts. At all shareholders' meetings, the

presence in person or by proxy of the holders of a majority of the outstanding

stock entitled to vote shall be necessary to constitute a quorum for the

transaction of business, but a lesser number may adjourn to some future time not

less than seven nor more than twenty-one (21) days later, and the secretary

shall thereupon give at least three days notice by mail to each share-holder

entitled to vote who is absent from such meeting. Except where a higher

percentage is expressly required by the bylaws or by law, an act of the holders

of the majority of voting shares that are present at a meeting is an act of the

shareholders.

 

     2.08 Mode of Voting. At all meetings of the share-holders the voting may be

voice vote, but any qualified voter may demand a stock vote whereupon such stock

vote shall be taken by ballot, each of which shall state the name of the

shareholder voting and the number of shares voted by him and, if such ballot be

cast by proxy, it shall also state the name of such proxy; provided, however,

that the mode of voting prescribed by statute for any particular case shall be

in such case followed.

 

     2.09 Proxies. At any meeting of the shareholders, any shareholder may be

represented and vote by a proxy or proxies appointed by an instrument in

writing. Execution may be accomplished by the signing of the writing by the

shareholder or other persons authorized to sign on his behalf, or by causing the

signature of the shareholder to be made by any reasonable means including, but

not limited to, a facsimile signature. In the event any such instrument in

writing shall designate two or more persons to act as proxies, a majority of

such persons present at the meeting, or, if only one shall be present, then that

one shall have and may exercise all of the powers conferred by such written

instrument upon all of the persons so designated unless the instrument shall

otherwise provide. Additionally, a shareholder may designate a proxy by

transmission of a telegram or cablegram that sets forth sufficient information

to determine that the transmission was authorized by the shareholder. No such

proxy shall be valid after the expiration of six months from the date of its

execution, unless coupled with an interest, or unless the person executing it

 

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specified therein the length of time for which it is to continue in force, which

in no case shall exceed seven years from the date of its execution. Subject to

the above, any proxy duly executed is not revoked and continues in full force

and effect until an instrument revoking it or a duly executed proxy bearing a

later date is filed with the secretary of the Corporation. At no time shall any

proxy be valid which shall be filed less than ten hours before the commencement

of the meeting.

 

     2.10 Voting Lists. The officer or agent in charge of the transfer books for

shares of the Corporation shall make, at least three days before each meeting of

shareholders, a complete list of the shareholders entitled to vote at such

meeting, arranged in alphabetical order with the number of shares held by each,

which list for a period of two days prior to such meeting shall be kept on file

at the registered office of the Corporation and shall be subject to inspection

by any shareholder at any time during the whole time of the meeting. The

original share ledger or transfer book, or duplicate thereof, kept in this

state, shall be prima facie evidence as to who are the shareholders entitled to

examine such list or share ledger or transfer book or to vote at any meeting of

shareholders.

 

     2.11 Closing Transfer Books or Fixing of Record Date. For the purpose of

determining shareholders entitled to notice or to vote for any meeting of

shareholders, the board of directors of the Corporation may provide that the

stock transfer books be closed for a stated period but not to exceed in any case

sixty (60) days before such determination. If the stock transfer books be closed

for the purpose of determining shareholders entitled to notice of a meeting of

shareholders, such books shall be closed for at least fifteen days immediately

preceding such meeting. In lieu of closing the stock transfer books, the board

of directors may fix, in advance, a date in any case to be not more than sixty

(60) days, nor less than ten (10) days prior to the date on which the particular

action, requiring such determination of shareholders, is to be taken. If the

stock transfer books are not closed and no record date is fixed for

determination of shareholders entitled to notice of a meeting of shareholders,

or shareholders entitled to receive payment of a dividend, the date of which

notice of the meeting is mailed or the date on which the resolution of the board

of directors declaring such dividend is adopted, as the case may be, shall be

the record date for such determinations of shareholders.

 

     2.12 Voting of Shares. Subject to the provisions of Section 2.14, each

outstanding share entitled to vote shall be entitled to one vote upon each

matter submitted to vote at a meeting of shareholders.

 

     2.13 Voting of Shares by Certain Holders. Shares standing in the name of

another Corporation, domestic or foreign, may be voted by such officer, agent or

proxy as the bylaws of such Corporation may prescribe, or, in the absence of

such provisions, as the board of directors of such Corporation may determine.

 

     Shares standing in the name of a deceased person may be voted by his

administrator or executor, either in person or by proxy. Shares standing in the

name of a guardian, conservator or trustee may be voted by such fiduciary either

in person or by proxy, but no guardian, conservator, or trustee shall be

entitled, as such fiduciary, to vote shares held by him without a transfer of

such shares into his name.

 

     Shares standing in the name of a receiver may be voted by such receiver,

and shares held by or under the control of a receiver may be voted by such

receiver without the transfer thereof into his name if authority so to do be

contained in an appropriate order of the court at which such receiver was

appointed.

 

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     A shareholder whose shares are pledged shall be entitled to vote such

shares until shares have been transferred into the name of the pledgee, and

thereafter the pledgee shall be entitled to vote the shares so transferred.

 

     Shares of its own stock belonging to this Corporation shall not be voted,

directly or indirectly, at any meeting and shall not be counted in determining

the total number of outstanding shares at any time, but shares of its own stock

held by it in a fiduciary capacity may be voted and shall be counted in

determining the total number of outstanding shares at any given time.

 

     2.14 Election of Directors. Directors shall be elected by a majority vote.

At each election of directors, every shareholder entitled to vote at such

election shall have the right to vote, in person or by proxy, the number of

shares owned by him for as many persons as there are directors to be elected and

for whose election he has a right to vote. A shareholder does not have a right

to cumulate his vote for any one director. A shareholder may only cast a vote

for each director to be elected which does not exceed the number of shares owned

by that shareholder. Directors of this Corporation shall not be elected

otherwise.

 

     2.15 Attendance by Conference Call. Shareholders may participate in a

meeting of shareholders by means of a telephone conference or similar method of

communication by which all persons participating in the meeting can hear each

other. Attendance by this method shall constitute presence in person at the

meeting.

 

                                  3. DIRECTORS

 

     3.01 General Powers. The board of directors shall have the control and

general management of the affairs and business of the Corporation. Such

directors shall in all cases act as a board, regularly convened, by a majority,

and they may adopt such rules and regulations for the conduct of their meetings

and the management of the Corporation, as they may deem proper, not inconsistent

with these bylaws, the Articles of Incorporation and the laws of the State of

Nevada. The board of directors shall further have the right to delegate certain

other powers to the Executive Committee as provided in these bylaws.

 

     3.02 Number of Directors. The affairs and business of this Corporation

shall be managed by a board of directors consisting of at least one member who

must be at least eighteen (18) years old.

 

     3.03 Election. The directors of the Corporation shall be elected at the

annual meeting of the shareholders, except as hereinafter otherwise provided for

the filling of vacancies. Each director shall hold office for a term of one year

and until his successor shall have been duly chosen and shall have qualified, or

until his death, or until he shall resign or shall have been removed in the

manner hereinafter provided.

 

     3.04 Vacancies in the Board. Any vacancy in the board of directors

occurring during the year through death, resignation, removal or other cause,

including vacancies caused by an increase in the number of directors, shall be

filled for the unexpired portion of the directors term by the remaining

directors. A majority of the remaining directors shall constitute a quorum, at

any special meeting of the board called for the purpose of filling a vacancy on

the board, or at any regular meeting thereof.

 

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     3.05 Directors Meetings. The annual meeting of the board of directors shall

be held each year immediately following the annual meeting of the shareholders.

Other regular meetings of the board of directors shall from time to time by

resolution be prescribed. No further notice of such annual or regular meeting of

the board of directors need by given.

 

     3.06 Special Meetings. Special meetings of the board of directors may be

called by or at the request of the president or any director. The person or

persons authorized to call special meetings of the board of directors may fix

any place, either within or without the State of Nevada, as the place for

holding any special meeting of the board of directors called by them.

 

     3.07 Notice. Notice of any special meeting shall be given at least

twenty-four hours previous thereto by written notice if personally delivered, or

five days previous thereto if mailed to each director at his business address,

or by telegram. If mailed, such notice shall be deemed to have been delivered

when deposited in the United States mail so addressed, with postage thereon

prepaid. If notice is given by telegram, such notice shall be deemed to be

delivered when the telegram is delivered to the telegraph company. Any director

may waive notice of any meeting. The attendance of a director at any meeting

shall constitute a waiver of notice of such meeting, except where a director

attends a meeting for the express purpose of objecting to the transaction of any

business because the meeting is not lawfully called or convened.

 

     3.08 Chairman. At all meetings of the board of directors, either the

president or the chief executive officer shall serve as chairman, or in the

absence of both the president and the chief executive officer, the directors

present shall choose by majority vote a director to preside as chairman.

 

     3.09 Quorum and Manner of Acting. A majority of the directors shall

constitute a quorum for the transaction of business at any meeting and the act

of a majority of the directors present at any meeting at which a quorum is

present shall be the act of the board of directors. In the absence of a quorum,

the majority of the directors present may adjourn any meeting from time to time

until a quorum be had. Notice of any adjourned meeting need not be given. The

directors shall act only as a board and the individual directors shall have no

power as such. Directors may participate in the meeting by telephone conference

or similar methods of communication by which all persons participating in the

meeting can hear each other. Such participation shall constitute presence in

person at the meeting.

 

     3.10 Removal of Directors. Any one or more of the directors may be removed

either with or without cause at any time by the vote or written consent of the

shareholders representing two-thirds of the issued and outstanding capital stock

entitled to voting power. However, if cumulative voting is provided under

Section 2.14, a particular director may not be removed if any shareholder who

has the ability to elect the director does not consent to his removal.

 

     3.11 Voting. At all meetings of the board of directors, each director is to

have one vote, irrespective of the number of shares of stock that he may hold.

 

     3.12 Compensation. By resolution of the board of directors, the directors

may be paid their expenses, if any of attendance at each meeting of the board,

and may be paid a fixed sum for attendance at meetings or a stated salary of

directors. No such payment shall preclude any director from serving the

Corporation in any other capacity and receiving compensation therefor.

 

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     3.13 Presumption of Assent. A director of the Corporation who is present at

a meeting of the board of directors at which action on any corporate matter is

taken, shall be conclusively presumed to have assented to the action taken

unless his dissent shall be entered in the minutes of the meeting or unless he

shall file his written dissent to such action with the person acting as the

secretary of the meeting before the adjournment thereof or shall forward such

dissent by certified or registered mail to the secretary of the Corporation

immediately after the adjournment of the meeting. Such right to dissent shall

not apply to a director who voted in favor of such action.

 

                             4. EXECUTIVE COMMITTEE

 

     4.01 Number and Election. The board of directors may, in its discretion,

appoint from its membership one or more Executive Committee(s). Each committee

shall include at least one director and may include natural persons who are not

directors. Each committee member shall serve at the pleasure of the board of

directors.

 

     4.02 Authority. An Executive Committee is authorized to take any action

which the board of directors could take, except that an Executive Committee

shall not have the power either to issue or authorize the issuance of shares of

capital stock, to amend the bylaws, or to take any action specifically

prohibited by the bylaws, or a resolution of the board of directors. Any

authorized action taken by an Executive Committee shall be as effective as if it

had been taken by the full board of directors.

 

     4.03 Regular Meetings. Regular meetings of an Executive Committee may be

held within or without the State of Nevada at such time and place as the

Executive Committee may provide from time to time.

 

     4.04 Special Meetings. Special meetings of an Executive Committee may be

called by or at the request of the president or any member of the Executive

Committee.

 

     4.05 Notice. Notice of any special meeting shall be given at least one day

previous thereto by written notice, telephone, telegram or in person. Neither

the business to be transacted, nor the purpose of a regular or special meeting

of an Executive Committee need be specified in the notice or waiver of notice of

such meeting. A member may waive notice of any meeting of an Executive

Committee. The attendance of a member at any meeting shall constitute a waiver

of notice of such meeting, except where a member attends a meeting for the

express purpose of objecting to the transaction of any business because the

meeting is not lawfully called or convened.

 

     4.06 Quorum. A majority of the members of an Executive Committee shall

constitute a quorum for the transaction of business at any meeting of the

Executive Committee; provided that if fewer than a majority of the members are

present at said meeting a majority of the members present may adjourn the

meeting from time to time without further notice.

 

     4.07 Manner of Acting. The act of the majority of the members present at a

meeting at which a quorum is present shall be the act of an Executive Committee,

and said Committee shall keep regular minutes of its proceedings which shall at

all times be open for inspection by the board of directors. Members of an

Executive Committee may participate in a meeting by telephone conference or

similar methods of communication by which all persons participating in the

meeting can hear each other. Such participation shall constitute presence in

person at the meeting.

 

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     4.08 Presumption of Assent. A member of an Executive Committee who is

present at a meeting of the Executive Committee at which action on any corporate

matter is taken, shall be conclusively presumed to have assented to the action

taken unless his dissent shall be entered in the minutes of the meeting or

unless he shall file his written dissent to such action with the person acting

as secretary of the meeting before the adjournment thereof, or shall forward

such dissent by certified or registered mail to the secretary of the Corporation

immediately after the adjournment of the meeting. Such right to dissent shall

not apply to a member of an Executive Committee who voted in favor of such

action.

 

                                   5. OFFICERS

 

     5.01 Number. The officers of the Corporation shall be a president, a

treasurer and a secretary and such other or subordinate officers as the board of

directors may from time to time elect. One person may hold the office and

perform the duties of one or more of said officers. No officer need be a member

of the board of directors.

 

     5.02 Election. Term of Office, Qualifications. The officers of the

Corporation shall be chosen by the board of directors and they shall be elected

annually at the meeting of the board of directors held immediately after each

annual meeting of the shareholders except as hereinafter otherwise provided for

filling vacancies. Each officer shall hold his office until his successor has

been duly chosen and has qualified, or until his death, or until he resigns or

has removed in the manner hereinafter provided.

 

     5.03 Removal. Any officer or agent elected or appointed by the board of

directors may be removed by the board of directors at any time whenever in its

judgment the best interests of the Corporation would be served thereby, and such

removal shall be without prejudice to the contract rights, if any, of the person

so removed; provided, however, that the removal of the president and chief

executive officer shall require the affirmative vote of five out of seven board

members or, if the number of board members increases or decreases, an equivalent

percentage of such members.

 

     5.04 Vacancies. All vacancies in any office shall be filed by the board of

directors without undue delay, at any regular meeting, or at a meeting specially

called for that purpose.

 

     5.05 President. The president shall be the chief executive officer of the

Corporation and shall have general supervision over the business of the

Corporation and over its several officers, subject, however, to the control of

the board of directors. He may sign and execute in the name of the Corporation

deeds, mortgages, bonds, contracts or other instruments authorized by the board

of directors, except in cases where the signing and execution thereof shall be

expressly delegated by the board of directors or by these bylaws to some other

officer or agent of the Corporation; and in general shall perform all duties

incident to the duties of the president, and such other duties as from time to

time may be assigned to him by the board of directors.

 

     5.06 Vice President. If the board elects a vice president, such vice

president shall in the absence or incapacity of the president, or as ordered by

the board of directors, perform the duties of the president, or such other

duties or functions as may be given to him by the board of directors from time

to time.

 

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     5.07 Treasurer. The treasurer shall have the care and custody of all the

funds and securities of the Corporation and deposit the same in the name of the

Corporation in such bank or trust company as the board of directors may

designate; he may sign or countersign all checks, drafts and orders for the

payment of money and may pay out and dispose of same under the direction of the

board of directors, and may sign or countersign all notes or other obligations

of indebtedness of the Corporation; he shall at all reasonable times exhibit the

books and accounts to any director or shareholder of the Corporation under

application at the office of the company during business hours; and he shall, in

general, perform all duties as from time to time may be assigned to him by the

president or by the board of directors. The board of directors may at its

discretion require that each officer authorized to disburse the funds of the

Corporation be bonded in such amount as it may deem adequate.

 

     5.08 Secretary. The secretary shall keep the minutes of the meetings of the

board of directors and also the minutes of the meetings of the shareholders; he

shall attend to the giving and serving of all notices of the Corporation and

shall affix the seal of the Corporation to all certificates of stock; he may

sign or countersign all checks, drafts and orders for payment of money; he shall

have charge of the certificate book and such other books and papers as the board

may direct; he shall keep a stock book containing the names, alphabetically

arranged, of all persons who are shareholders of the Corporation, showing their

places of residence, the number of shares of stock held by them respectively,

the time when they respectively became the owners thereof, and the amount paid

thereof, and he shall, in general, perform all duties incident to the office of

secretary and such other duties as from time to time may be assigned to him by

the president or by the board of directors.

 

     5.09 Other Officers. The board of directors may authorize and empower other

persons or other officers appointed by it to perform the duties and functions of

the officers specifically designated above by special resolution in each case.

 

     5.10 Assistant Treasurers and Assistant Secretaries. The assistant

treasurers shall respectively, as may be required by the board of directors,

give bonds for the faithful discharge of their duties, in such sums and with

such sureties as the board of directors shall determine. The assistant treasurer

and assistant secretaries shall, in general, perform such duties as may be

assigned to them by the treasurer or the secretary respectively, or by the

president or by the board of directors.

 

                  6. INDEMNIFICATION OF OFFICERS AND DIRECTORS

 

     Except as hereinabove stated otherwise, the Corporation shall indemnify all

of its officers and directors, past, present and future, against any and all

expenses incurred by them, and each of them including but not limited to legal

fees, judgments and penalties which may be incurred, rendered or levied in any

legal action brought against any or all of them for or on account of any act or

omission alleged to have been committed while acting within the scope of their

duties as officers of directors of this Corporation.

 

                     7. CONTRACTS, LOANS CHECKS AND DEPOSITS

 

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     7.01 Contracts. The board of directors may authorize any officer or

officers, agent or agents, to enter into any contract or execute and deliver any

instrument in the name of and on behalf of the Corporation, and such authority

may be general or confined to specific instances.

 

     7.02 Loans. No loans shall be contracted on behalf of the Corporation and

no evidence of indebtedness shall be issued in its name unless authorized by the

board of directors or approved by a loan committee appointed by the board of

directors and charged with the duty of supervising investments. Such authority

may be general or confined to specific instances.

 

     7.03 Checks, Drafts, Etc. All checks, drafts or other orders for payment of

money, notes or other evidences of indebtedness issued in the name of the

Corporation shall be signed by such officer or officers, agent or agents of the

Corporation and in such manner as shall from time to time be determined by

resolutions of the board of directors.

 

     7.04 Deposits. All funds of the Corporation not otherwise employed shall be

deposited from time to time to the credit of the Corporation in such banks,

trust companies or other depositories as the board of directors may select.

 

                                8. CAPITAL STOCK

 

     8.01 Form and Execution of Certificates. The certificates of shares of the

capital stock of the Company shall be in such form as shall be approved by the

Board of Directors. Shares issued in certificate form shall be signed by the

Chairman of the Board of Directors or the President, or a Vice President, and by

the Secretary or an Assistant Secretary or the Treasurer or an Assistant

Treasurer. Each certificate of stock shall certify the number of shares owned by

the shareholder in the Company.

 

     8.02 Form and Issuance of Certificates of Stock. The shares of the

Corporation shall be represented by certificates unless the board of directors

shall by resolution provide that some or all of any class or series of stock

shall be uncertificated shares. Any such resolution shall not apply to shares

represented by a certificate until the certificate is surrendered to the

Corporation. Notwithstanding the adoption of any resolution providing for

uncertificated shares, every holder of stock represented by certificates and

upon request every holder of uncertificated shares shall be entitled to have a

certificate signed by, or in the name of the Corporation by, the chairman or

vice chairman of the board of directors, or the president or vice president, and

by the treasurer or an assistant treasurer, or the secretary or an assistant

secretary, representing the number of shares registered in certificate form.

Corporation Corporation Corporation Corporation Corporation Corporation

Corporation

 

     8.03 Regulations. The board of directors may make such rules and

regulations as it may deem expedient not inconsistent with the bylaws or with

the articles of incorporation, concerning the issue, transfer and registration

of certificates for shares of stock of the Corporation. It may appoint a

transfer agent or a registrar of transfers, or both, and it may require all

certificates to bear the signature of either or both.

 

     8.04 Lost Certificates. The board of directors may direct a new certificate

or certificates to be issued in place of any certificate or certificates

theretofore issued by the Corporation alleged to have been lost or destroyed,

upon the making of an affidavit of the fact by the person claiming the

certificate of stock to be lost or destroyed. When authorized such issue of a

new certificate or certificates, the board of directors may, in its discretion

 

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and as a condition precedent to the issuance thereof, require the owner of such

lost or destroyed certificate or certificates, or his legal representative, to

advertise the same in such manner as it shall require and/or give the

Corporation a bond in such sum as it may direct as indemnity against any claim

that may be made against the Corporation with respect to the certificate alleged

to have been lost or destroyed.

 

                                  9. DIVIDENDS

 

     9.01 The Corporation shall be entitled to treat the holder of any share or

shares of stock as the holder in fact thereof, and accordingly, shall not be

bound to recognize any equitable or other claim to or interest in such shares on

the part of any other person, whether or not it shall have express or other

notice thereof, except as expressly provided by the laws of Nevada.

 

     9.02 Dividends on the capital stock of the Corporation, subject to the

provisions of the Articles of Incorporation, if any, may be declared by the

board of directors at any regular or special meeting, pursuant to law.

 

     9.03 The board of directors may close the transfer books in its discretion

for a period not exceeding fifteen (1 5) days preceding the date fixed for

holding any meeting, annual or special of the shareholders, or the day appointed

for the payment of a dividend.

 

     9.04 Before payment of any dividend or making any distribution of profits,

there may be set aside out of funds of the Corporation available for dividends,

such sum or sums as the directors may from time to time, in their absolute

discretion, think proper as a reserve fund to meet contingencies, or for

equalizing dividends, or for repairing or maintaining any property of the

Corporation, or for any such other purpose as the directors shall think

conducive to the interest of the Corporation, and the directors may modify or

abolish any such reserve in the manner in which it was created.

 

                                    10. SEAL

 

     The board of directors shall provide a corporate seal which shall be in the

form of a circle and shall bear the full name of the Corporation, the year of

its incorporation and the words "Corporate Seal, State of Nevada".

 

                              11. WAIVER OF NOTICE

 

     Whenever any notice whatever is required to be given under the provisions

of these bylaws, or under the laws of the State of Nevada, or under the

provisions of the articles of incorporation, a waiver in writing signed by the

person or person entitled to such notice, whether before or after the time

stated therein, shall be deemed equivalent to the giving of such notice.

 

                               12. DOCUMENT COPIES

 

 

 

                                       10

<PAGE>

 

     Except as provided in Section 8.01 and where otherwise limited by law, any

photocopy, facsimile copy, or other reliable reproduction of any writing may be

substituted for the original writing or any original signature affixed thereto

for any corporate purpose for which the original could be used, provided that

the copy or reproduction is a complete reproduction of the entire original

writing.

 

                                 13. AMENDMENTS

 

     These bylaws may be altered, amended or repealed and new bylaws may be

adopted at any regular or special meeting of the shareholders by a vote of the

shareholders owning a majority of the shares and entitled to vote thereat. These

bylaws may also be altered, amended or repealed and new bylaws may be adopted at

any regular or special meeting of the board of directors of the Corporation (if

notice of such alteration or repeal be contained in the notice of such special

meeting) by a majority vote of the directors present at the meeting at which a

quorum is present, but any such amendment shall not be inconsistent with or

contrary to the provision of the amendment adopted by the share-holders. If

cumulative voting is provided, no amendment may restrict the rights of any

shareholder to elect or remove directors except by the unanimous vote of all

shareholders.

 

 

 

     The undersigned, being the Secretary of ENGLOBAL CORPORATION, a Nevada

Corporation, hereby acknowledges that the above and foregoing bylaws were duly

adopted as the bylaws of said Corporation on the 6th day of November, 2007.

 

     IN WITNESS WHEREOF, I have hereunto subscribed my name this 6th day of

November, 2007.

 

 

 

                                          /s/ Natalie S. Hairston

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

                                          Natalie S. Hairston

                                          Chief Governance Officer and Secretary

 

 

 

 

 

 

 

 

 

                                       11

 

 

 

                              ENGLOBAL CORPORATION

 

                    AMENDMENTS TO AMENDED AND RESTATED BYLAWS

 

                                 April 29, 2008

 

 

         Effective as of April 29, 2008, the Board of Directors of ENGlobal

Corporation, a Nevada corporation (the "Corporation"), adopted the following

amendments to the Corporation's Amended and Restated Bylaws (the "Bylaws"):

 

         1. Section 2.09 of the Bylaws is amended to read in its entirety as

follows:

 

                  "2.09 Proxies. At any meeting of the shareholders, any

         shareholder may be represented and vote by a proxy or proxies appointed

         by an instrument in writing or by the transmittal or authorization of

         the transmittal of an electronic record to the person who will be the

         holder of the proxy or a firm which solicits proxies or like agent who

         is authorized by the person who will be the holder of the proxy to

         receive the transmission. Execution may be accomplished by the signing

         of the writing by the shareholder or other persons authorized to sign

         on his behalf, or by causing the signature of the shareholder to be

         made by any reasonable means including, but not limited to, a facsimile

         signature or other electronic transmission. In the event any such

         written or electronic instrument shall designate two or more persons to

         act as proxies, a majority of such persons present at the meeting, or,

         if only one shall be present, then that one shall have and may exercise

         all of the powers conferred by such written instrument upon all of the

         persons so designated unless the instrument shall otherwise provide.

         Additionally, a shareholder may designate a proxy by transmission of a

         facsimile or other electronic transmission that sets forth sufficient

         information to determine that the transmission was authorized by the

         shareholder. No such proxy shall be valid after the expiration of six

         months from the date of its execution or transmittal, unless coupled

         with an interest, or unless the person executing it specified therein

         the length of time for which it is to continue in force, which in no

         case shall exceed seven years from the date of its execution. Subject

         to the above, any proxy duly executed or transmitted is not revoked and

         continues in full force and effect until an instrument revoking it or a

         duly executed proxy bearing a later date is filed with the secretary of

         the Corporation. At no time shall any proxy be valid which shall be

         filed or transmitted less than ten hours before the commencement of the

         meeting."

 

         2. Section 2.14 of the Bylaws is amended to read in its entirety as

follows:

 

                  "2.14 Election of Directors. Directors shall be elected by a

         plurality of the votes entitled to be cast for the election of

         directors. At each election of directors, every shareholder entitled to

         vote at such election shall have the right to vote, in person or by

         proxy, the number of shares owned by him for as many persons as there

         are directors to be elected and for whose election he has a right to

         vote. A shareholder does not have a right to cumulate his vote for any

         one director. A shareholder may only cast a vote for each director to

         be elected which does not exceed the number of shares owned by that

         shareholder. Directors of this Corporation shall not be elected

         otherwise."

 

[As Filed: 2005-05-07]