AGREEMENT
                                    ---------

         This agreement is made as of the 3rd day of December, 2001, between
JACOBS ENGINEERING GROUP INC., a Delaware corporation ("Company") and JOSEPH J.
JACOBS ("Jacobs").

         In accordance with previous practice, the term for the ending of the
outstanding November 30, 1993 employment agreement between the parties is
extended from September 30, 2005 to September 30, 2006. All of the other
provisions of the agreement shall remain in force.

         IN WITNESS WHEREOF, the Company has caused this agreement to be
executed by its duly authorized representatives, and Jacobs has affixed his
signature, as of the date first above written.

                                      JOSEPH J. JACOBS
                                      ("Jacobs")


                                         /s/ Joseph J. Jacobs
                                      ------------------------------------------
                                      1111 S. Arroyo Parkway
                                      Pasadena, California 91105


                                      JACOBS ENGINEERING GROUP INC.
                                      ("Company")


                                      By:    /s/ Noel G. Watson
                                             ----------------------------------
                                             Noel G. Watson,
                                             President


                                      By:    /s/ John W. Prosser
                                             ----------------------------------
                                             John W. Prosser, Jr.,
                                             Senior Vice President
                                             Finance and Administration

Source: OneCLE Business Contracts.