STOCK PURCHASE AGREEMENT

AMONG

RCM TECHNOLOGIES, INC.

NORTHERN TECHNICAL SERVICES, INC

AND

THE SHAREHOLDERS OF
NORTHERN TECHNICAL SERVICES, INC

TABLE OF CONTENTS

Page

1. DEFINITIONS....................................................... 1

2. PURCHASE AND SALE OF SHARES OF ACQUIREE........................... 4

3. REPRESENTATIONS AND WARRANTIES OF ACQUIREE
AND THE ACQUIREE SHAREHOLDERS..................................... 6

4. REPRESENTATIONS AND WARRANTIES OF RCM.............................14

5. COVENANTS OF THE PARTIES...................................... ...16

6. THE CLOSING.......................................................21

7. CONDITIONS PRECEDENT TO OBLIGATIONS OF . . . . . . . . . ........ 24
ACQUIREE AND ACQUIREE SHAREHOLDERS

8. CONDITIONS PRECEDENT TO OBLIGATIONS OF RCM. . . . . . . ........ 25

9. INDEMNIFICATION................................................ ..26

10. TERMINATION. . . . . . . . . . . . . . . . . . . . . . .... .... 29

11. ARBITRATION................................................. .....30

12. NOTICES...........................................................30

13. MISCELLANEOUS.....................................................32

LIST OF SCHEDULES

2.4 List of persons eligible to receive Additional Purchase
Consideration

3.2(a) Financial Statements for the fiscal years ended November 30,
1996, November 30, 1995 and November 31, 1994

3.2(c) Payroll accruals not reflected in Financial Statements

3.3 Undisclosed Liabilities of Acquiree

3.4 Accounts Receivable of Acquiree as of the Closing Date

3.5 Material adverse changes

3.6 Litigation

3.8 Articles of Incorporation, Bylaws and Amendments thereto
of Acquiree

3.10 All material Contracts and Agreements of Acquiree

3.11 Liens, encumbrances and general description of all real
property in which Acquiree has an ownership interest

3.12 Licenses, trademarks and trade names of Acquiree

3.13 Consents to be obtained by Acquiree

3.14 Capitalization of Acquiree

3.17 Obligations of Messrs. Cook, Lillund, Xxxx, Xxxx and Xx.
Xxxx.

3.18 Approvals required to be obtained by Acquiree
Shareholders

3.19 Number and names of employees and compensation of all
directors and officers of Acquiree - identifies all
employee benefit plans

3.20 Compliance with environmental and conservation laws

3.21 List of all insurance policies of Acquiree

3.22 List of all bank accounts maintained or for the benefit
of Acquiree

3.23 List of 10 largest customers of Acquiree, based on dollar
volume of income for the twelve month period ended
November 30, 1997

4.1 Articles of Incorporation and Bylaws of RCM

4.3 Consents to be obtained by RCM

LIST OF EXHIBITS

Exhibit "A" Employment Agreement with Xxxxx X. Xxxx

Exhibit "B" Employment Agreement with Xxxxx Xxxx

Exhibit "C" Employment Agreement with Xxxxxx Xxxxxxx

Exhibit "D" Employment Agreement with Xxxxx Xxxx

Exhibit "E" Employment Agreement with Xxxxx Xxxx

Exhibit "F" Escrow Agreement

Exhibit "G" Opinion of counsel for Northern Technical Services,
Inc.

Exhibit "H" Opinion of counsel for RCM Technologies, Inc.

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered
into as of this 31st day of December, 1997, by and among RCM TECHNOLOGIES, INC.,
a Nevada corporation ("RCM"); NORTHERN TECHNICAL SERVICES, INC, a Wisconsin
corporation (the "Acquiree"); and those shareholders of Acquiree identified in
Article 1 of this Agreement (the "Acquiree Shareholders").

RECITALS:

WHEREAS, the Acquiree Shareholders own in the aggregate one hundred
percent (100%) of the issued and outstanding common stock of the Acquiree (the
"Acquiree Shares"); and

WHEREAS, the Acquiree Shareholders desire to sell the Acquiree Shares
and RCM desires to purchase the Acquiree Shares, each upon the terms and
conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound hereby, agree as follows:

1. DEFINITIONS.

(a) The foregoing RECITALS are true and correct, and are
incorporated herein and made a part hereof.

(b) For purposes of this Agreement, the terms set forth below
shall have the following meanings:

Acquiree . . . . . . . Northern Technical Services, Inc., a
Wisconsin corporation.

Acquiree Shareholders. Those individuals and entities
consisting of Xxxxx Xxxx, Xxxxx
Xxxx, Xxxxxx Xxxxxxx, Xxxxx Xxxx and
Xxxxx Xxxx who in the aggregate own
100% of the outstanding capital
stock of Northern Technical
Services, Inc.

Code . . . . . . . . . The Internal Revenue Code of 1986,
as amended.

Closing . . . . . . . The transaction of events set forth
in Section 6 hereof.

Closing Date . . . . . The day on which the Closing is held
as set forth in Article 6 hereof.

Closing Date . . . . . Unaudited balance sheet of the
Balance Sheet Acquiree as of the Closing Date
prepared in accordance with
the requirements of GAAP
and in accordance with the
books and records of
Acquiree.

Closing Net. . . . . . Operating income of Acquiree for the
Operating Income period December 1, 1996 to November
30, 1997 as reflected in
Acquiree's financial
statement prepared in
accordance with the
requirements of GAAP and in
accordance with the books
and records of Acquiree
before (i) federal and
state income taxes; (ii)
salary and fringe benefits
for Xxxx; (iii) all
professional fees; (iv)
non-recurring losses
associated with shut-down
of in-house operations; (v)
charitable contributions
made by Acquiree; and (vi)
accrued severance.

Xxxx . . . . . . . . . Xxxxx X. Xxxx

Financial . . . . . . Unaudited financial statements of
Statements the Acquiree for the fiscal years
ended November 30, 1996,
November 30, 1995, and
November 30, 1994 prepared
in accordance with the
requirements of GAAP.

Fiscal Year. . . . . . Unaudited Balance Sheet of Acquiree
Balance Sheet as of November 30, 1997 prepared in
accordance with GAAP and in
accordance with the books and
records of Acquiree

Interim Financial . . Unaudited financial statements of the
Statements Acquiree for the months of December,
1996 through November, 1997 prepared
in accordance with the requirements

of GAAP and in accordance with the
books and records of Acquiree.

GAAP . . . . . . . . Generally accepted accounting
principles, consistently applied.

Net Operating Income Subsequent to the Closing Date and
(NOI) . . . . . . . . with respect to the ongoing business
of the Acquiree gross
revenue (billed services at
invoice value reduced by
customer discounts, returns
and allowances) minus
direct operating expenses,
cost of sales and general
and administrative
expenses, but excluding (a)
RCM Corporate Fees
provided, however, all
costs incurred by RCM for
performance of
administrative functions
for Acquiree (including,
without limitation, costs
associated with accounting
and payroll functions)
which (i) are directly
related to the ongoing
business conducted by
Acquiree and (ii) have the
effect of reducing the NOI
of Acquiree shall be
allocated to Acquiree in
amounts reasonably
consistent with the
historical costs incurred
by Acquiree in connection
with such administrative
functions; (b) Federal and
state income taxes; (c)
acquisition amortization,
interest expenses relating
to the acquisition or
expenses associated with
the acquisition of the
Acquiree by RCM.

RCM . . . . . . . . . RCM Technologies, Inc., a Nevada
corporation.

RCM Corporate Fees. . All costs incurred by RCM not
directly related to the ongoing
business conducted by Acquiree
including but not limited to,
accounting and SEC filing fees and
corporate headquarters personnel
salaries.

SEC . . . . . . . . . The Securities and Exchange
Commission.

S Termination Date. . The
date upon which the
termination of the S
Corporation status of
Acquiree is deemed
effective for federal tax
purposes.

Tangible Net Worth. . The amount by which all assets of
Acquiree, less furniture, fixtures
and equipment net of accumulated
depreciation and any intangible
assets, exceeds all of Acquiree's
liabilities.

2. PURCHASE AND SALE OF SHARES OF ACQUIREE.

2.1 Purchase and Sale of Shares of Acquiree.

Subject to the terms and conditions of this Agreement, on the
Closing Date, the Acquiree Shareholders will sell, convey, assign, transfer and
deliver the Acquiree Shares to RCM, and RCM shall purchase, acquire and accept
from the Acquiree Shareholders the Acquiree Shares, which shall constitute one
hundred percent (100%) of the outstanding capital stock of Acquiree.

2.2 Purchase Consideration.

On the Closing Date, (i) Acquiree Shareholders shall deliver
to RCM certificates representing the Acquiree Shares; and (ii) RCM shall pay to
the Acquiree Shareholders in the percentages set opposite each Acquiree
Shareholder's names on Schedule 2.4 hereof (the "Shareholder Percentage"), the
purchase consideration in the sum of $4,625,000, subject to adjustment as
hereafter set forth, plus an amount equal to the Tangible Net Worth of Acquiree
on the Closing Date as set forth in Section 2.3 hereof, subject to adjustments
as hereafter set forth (the "Purchase Consideration") as follows:

$3,125,000 - by wire transfer of immediately
available funds to bank accounts
designated by Acquiree Shareholders;

$1,500,000 - deferred consideration payable in
two equal annual installments of
$750,000 each in accordance with
Section 2.4 hereof.

2.3 Payment of Tangible Net Worth.

On or before the Closing Date, Acquiree Shareholders shall
deliver to RCM the Fiscal Year Balance Sheet. For the purpose of determining
Acquiree's Tangible Net Worth, within thirty (30) days of the Closing Date, RCM
and Acquiree Shareholders shall cause to be prepared to their mutual
satisfaction the Closing Date

Balance Sheet. Acquiree's Tangible Net Worth as reflected in the Closing Date
Balance Sheet will not differ in any material respect from the Tangible Net
Worth as reflected in the Fiscal Year Balance Sheet. At the Closing RCM will pay
to Acquiree Shareholders by wire transfer of immediately available funds an
amount equal to the the actual cash balance of Acquiree minus all outstanding
checks. Thereafter RCM, as agent for Acquiree, shall use best efforts to
promptly and fully collect all of Acquiree's accounts receivable as they exist
on the Closing Date Balance Sheet and, after deducting an amount sufficient to
pay all of Acquiree's liabilities as reflected in the Closing Date Balance
Sheet, deposit the amount remaining into escrow pursuant to the Escrow Agreement
attached hereto as Exhibit "F".

2.4 Deferred Consideration and Additional Purchase
Consideration.

(a) Report. Prior to February 28, 1999 and 2000,
RCM shall prepare and deliver to Acquiree Shareholders a report ("Report")
setting forth (i) the NOI of Acquiree for the year ended December 31, 1998 or
December 31, 1999, whichever is applicable, and (ii) the amount of Deferred
Consideration required to be paid to Acquiree Shareholders pursuant to Section
2.2. Each Report shall be prepared in accordance with GAAP and in accordance
with the books and records of the Acquiree and fairly present the results of
operations of the Acquiree for such year.

(b) Payment of Deferred Consideration. On the tenth
business day after each Report is delivered to the Acquiree Shareholders (or, if
there is a dispute regarding any aspect of the Report, after such dispute is
finally resolved), RCM shall deliver the applicable portion of the Deferred
Consideration to the Acquiree Shareholders according to the Shareholder
Percentages; provided, however, that in the event the NOI of Acquiree (as
finally determined by agreement of the parties or pursuant to Section 2.4(d)
hereof) is less than $1,000,000 for the applicable year, then the amount of the
Deferred Consideration payable to Acquiree Shareholders for such year shall be
reduced by $5.00 for each $1.00 that the NOI of Acquiree is less than
$1,000,000.

(c) Additional Purchase Consideration. If the NOI
for any year in which an installment of Deferred Consideration is due exceeds
$1,000,000, (as finally determined pursuant to this Section 2.4) then
twenty-five percent (25%) of the amount over and above and in excess of
$1,000,000 shall be accrued as additional consideration and be paid to the
Acquiree Shareholders according to the Shareholder Percentages at the same time
as the payment of the Deferred Consideration under Section 2.4(b) hereof.

(d) Dispute Resolution. In the event of a dispute
or disagreement relating to (i) any Report, (ii) the NOI of
Acquiree for any applicable year, or (iii) the amount of Deferred

Consideration payable to the Acquiree Shareholders in any applicable year that
RCM and the Acquiree Shareholders are unable to mutually resolve within 15 days
after written objections to such Report are delivered to RCM, either party may
elect to have all such disputes or disagreements resolved by an accounting firm
of nationally recognized standing ("Third Accounting Firm") to be mutually
selected by RCM and Acquiree Shareholders or, if no agreement is reached on such
Third Accounting Firm, then by RCM's Accountants and Acquiree Shareholders'
independent accountants. The Third Accounting Firm shall make a final and
binding resolution of the Deferred Consideration earned during the applicable
year. The Third Accounting Firm shall be instructed to use every reasonable
effort to perform its services within 15 days of submission of the Report to it
and, in any case, as soon as practicable after such submission. The fees and
expenses for the services of the Third Accounting Firm shall be paid by RCM
unless the amount of the Deferred Consideration required pursuant to Section 2.2
for the applicable year, as determined by the Third Accounting Firm, is less
than $10,000 greater than the amount set forth in the Report for such year, in
which case the fees and expenses for the services of the Third Accounting Firm
shall be paid equally by RCM and the Acquiree Shareholders.

3. REPRESENTATIONS AND WARRANTIES OF ACQUIREE AND THE ACQUIREE
SHAREHOLDERS. The Acquiree and Acquiree Shareholders as a material inducement to
RCM to enter into this Agreement and consummate the transactions contemplated
hereby, make the following representations and warranties to RCM (except that
Xxxxx Xxxx and Xxxxx Xxxx make the representations and warranties contained in
Sections 3.1, 3.9, 3.16, 3.17 and 3.18 only, and make no other representations
and warranties contained in this Article 3)which representations and warranties
are true and correct in all material respects on this date and will be true and
correct in all material respects on the Closing Date as though made on and as of
such date. All of the following representations and warranties of Acquiree and
Acquiree Shareholders are qualified by matters which, individually or in the
aggregate with respect to such representation or warranty, would not have a
material adverse effect on the business or financial condition of Acquiree as a
whole. An item contained in any of the Schedules to this Agreement is deemed
disclosed with respect to all representations and warranties. Disclosure of
items that are not strictly called for by the Agreement shall not imply that
such information is material or that the inclusion establishes or implies a
standard of materiality.

3.1 Shareholders of Acquiree. The Acquiree Shareholders are
the sole owners, of record and beneficially, of all the issued and outstanding
shares of the Acquiree's capital stock.

3.2 Financial Statements.

(a) The Financial Statements for the fiscal years
ended November 30, 1996, November 30, 1995 and November 30, 1994 ("1996, 1995
and 1994 Financial Statements") have been attached as Schedule 3.2(a). The 1996,
1995 and 1994 Financial Statements and the financial information contained
therein present fairly the financial condition of the Acquiree for the periods
covered and have been prepared in accordance with GAAP.

(b) The Interim Financial Statements and the Fiscal
Year Balance Sheet will be prepared on an unaudited basis and delivered to RCM
at or prior to Closing. The Interim Financial Statements and the Fiscal Year
Balance Sheet and the financial information contained therein will present
fairly the financial condition of the Acquiree for the interim periods covered
and will be prepared in accordance with GAAP and in accordance with the books
and records of Acquiree.

(c) The books and records of Acquiree, financial and
other, are in all material respects complete and correct and have been
maintained in accordance with good business and accounting practices, and,
except as disclosed on Schedule 3.2(c), the financial records reflect all
payroll accruals including but not limited to vacations, holidays, sick pay and
bonuses.

3.3 Undisclosed Liabilities. Acquiree does not have any
liabilities or obligations of any nature, fixed or contingent, that will not be
shown or otherwise provided for in the Financial Statements, except (a) as set
forth in Schedule 3.3, and (b) for liabilities and obligations arising
subsequent to the date of the Financial Statements in the ordinary course of
business, none of such liabilities referred to in this clause (b) will
individually or in the aggregate be materially adverse to the business or
financial condition of the Acquiree. There are no material loss contingencies
(as such term is used in Statement of Financial Accounting Standards No. 5 of
the Financial Accounting Standards Board) of the Acquiree that will not be
adequately provided for.

3.4 Accounts Receivable. Attached hereto as Schedule 3.4 is a
list of all accounts receivable of Acquiree as of the Closing Date and aging
schedule pertaining thereto. All of the accounts receivable of Acquiree
reflected on Schedule 3.4 now and on the Closing Date are bona fide accounts
receivable of Acquiree representing the sales price of (or other sums or fees
receivable for or in respect of) goods, merchandise, or services sold or
performed by Acquiree in valid transactions in the regular course of its
business to or for the benefit of its customers. Such accounts receivable,
subject to reserves, if any, established within the Financial Statements, are
collectible in full and are not subject to offset or counterclaim or otherwise
in controversy.

3.5 Material Adverse Changes. Except as specifically stated in
Schedule 3.5 or as contemplated or required by this Agreement, from November 30,
1997 to the date of this Agreement, the business of the Acquiree has been
operated in the ordinary course and there has not been:

(a) Any materially adverse changes in the business,
condition (financial or otherwise), results of operations, properties, assets,
liabilities, earnings or net worth of the Acquiree for such period or at any
time during such period;

(b) Any material damage, destruction or loss
(whether or not covered by insurance) affecting the Acquiree or its
assets, properties or business;

(c) Any cancellation or material breaches on any
existing contract of which Acquiree is a party that would have a
material adverse effect on the business of Acquiree;

(d) Any statute, rule, regulation or order adopted
by any governmental body, agency or authority that materially and
adversely affects the Acquiree or its business or financial
condition; or

(e) Any payment of bonuses or accrued salaries out
of the ordinary course of business or agreements to materially increase the rate
or terms of compensation payable or to become payable by Acquiree to its
directors, officers or key employees; provided, however, that this subsection
shall not restrict or limit the Acquiree in any way from hiring additional
personnel who are required for its operations.

3.6 Litigation. Except as set forth in Schedule 3.6, there are
no actions, suits, claims, investigations or legal, administrative or
arbitration proceedings pending or, to the actual knowledge of Acquiree
Shareholders, threatened against the Acquiree, whether at law or in equity, or
before or by any federal, state, municipal, local, foreign or other governmental
department, commission, board, bureau, agency or instrumentality, or, to the
actual knowledge of Acquiree Shareholders, any basis for any such action, suit,
claim, investigation or proceeding.

3.7 Compliance: Governmental Authorizations. To the actual
knowledge of Acquiree Shareholders, the Acquiree has complied in all material
respects with all federal, state, local or foreign laws, ordinances, regulations
and orders applicable to its business, including without limitation, federal and
state securities, banking collection and consumer protection laws and
regulations that, if not complied with, would materially and adversely affect
its businesses. The Acquiree has all federal, state, local and foreign
governmental licenses and permits necessary for the conduct of its business.
Such licenses and

permits are in full force and effect. Neither the Acquiree nor the Acquiree
Shareholders know of any violations of any such licenses or permits. To the
actual knowledge of Acquiree Shareholders no proceedings are pending or
threatened to revoke or limit the use of such licenses or permits that would
have an adverse effect on the business of Acquiree.

3.8 Due Organization. The Acquiree is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Wisconsin; it is qualified to do business and in good standing in each state
where the properties owned, leased or operated, or the business conducted, by it
require such qualification except where failure to so qualify would not have a
material adverse effect on its financial condition, properties, business or
results of operations. The Acquiree has the power to own its properties and
assets and to carry on its business as now presently conducted. True and
complete copies of the Articles of Incorporation and Bylaws of Acquiree,
including any amendments thereto, have been attached as Schedule 3.8.

3.9 Taxes. Except as disclosed on Schedule 3.9, all (a)
federal, state, local or foreign tax returns (collectively, the "Returns")
required to be filed with respect to the properties, assets, operations, income
and net worth of Acquiree have been timely filed or appropriate extensions have
been obtained and such Returns are true, correct and complete in all material
respects; and (b) taxes and governmental charges, including, without limitation,
any interest and penalties (collectively "Taxes") due pursuant to such Returns
have been paid or adequate provision therefor has been made on the Financial
Statements. Except as disclosed on Schedule 3.9, there are no outstanding
agreements or waivers extending the statutory period of limitation concerning
any tax liability of Acquiree, no examination of any Return of Acquiree is
currently in progress and no governmental authority has, within the last three
(3) years, notified Acquiree or Acquiree Shareholders of any tax claim,
investigation or proceeding. To the actual knowledge of Acquiree Shareholders
all monies required to be collected or withheld by the Acquiree for income
taxes, social security or other payroll taxes have been collected or withheld,
and either paid to the appropriate governmental agencies, set aside in accounts
for such purpose, or accrued, reserved against and entered upon the books of the
Acquiree and the Acquiree is not liable for any taxes or penalties for failure
to comply with any of the foregoing. The Acquiree is not and will not be liable
for any taxes imposed under Code Sections 1374 or 1375 and has been an S
Corporation from June 1, 1989 to the S Termination Date. Acquiree Shareholders
will be responsible for filing the short period S return ending on the S
Termination Date, which return shall be reported on the closing of the books
method as set forth in Code Section 1362(e)(3) and the Acquiree shall comply
with any necessary requirements for making such election. The Acquiree has not
made, is not obligated to make, and will not, as a result of the

transactions contemplated hereby, make or become obligated to make any "excess
parachute payment" within the meaning of Section 280G of the Code (determined
without regard to subsection (b)(4) thereof).

3.10 Agreements. Schedule 3.10 contains a true and complete
list of all material contracts, agreements, mortgages, obligations,
arrangements, restrictions and other instruments to which the Acquiree is a
party or by which the Acquiree or its assets may be bound. True and correct
copies of all items set forth on Schedule 3.10 have been or will have been made
available to RCM prior to the date hereof. No event has occurred that (whether
with or without notice or lapse of time) would constitute a material default by
the Acquiree under any of the contracts or agreements set forth in Schedule
3.10. Neither the Acquiree nor the Acquiree Shareholders have knowledge of any
material default by the other parties to such contracts or agreements.

3.11 Title to Property and Related Matters. The Acquiree has
and at the time of Closing will have good and marketable title to all of its
properties, and assets, real, personal and mixed, owned by it at the date of
this Agreement or acquired by it after the date of this Agreement, of any kind
or character, free and clear of any liens or encumbrances, except (i) those set
forth in Schedule 3.11; (ii) liens for current taxes not yet delinquent; and
(iii) liens or encumbrances which do not materially impair the use, occupancy or
value of the assets and properties of the Acquiree or otherwise materially
impair business operations. Except as set forth in said Schedule 3.11 and except
for matters that may arise in the ordinary course of business, the assets of the
Acquiree are in good operating condition and repair, reasonable wear and tear
excepted. There does not exist any condition that materially interferes with the
use thereof in the ordinary course of the business of the Acquiree.

3.12 Licenses; Trademarks; Trade Names. Except as set forth on
Schedule 3.12, the Acquiree does not have, nor does it own or use in its
business any licenses, trademarks, trade names, service marks, copyrights,
patents or any applications for any of the foregoing that relate to its
business.

3.13 Due Authorization. This Agreement has been duly
authorized, executed and delivered by the Acquiree and constitutes a valid and
binding agreement of the Acquiree, enforceable in accordance with its terms,
except as such enforcement may be limited by applicable bankruptcy, insolvency,
moratorium, and other similar laws relating to, limiting or affecting the
enforcement of creditors rights generally or by the application of equitable
principles. Neither the execution and delivery of this Agreement, nor the
consummation of the transactions contemplated hereby, nor compliance with any of
the provisions hereof, will violate in any material respect any order, writ,
injunction or decree of any court

or governmental authority, or violate or conflict with in any material respect
or constitute a default under (or give rise to any right of termination,
cancellation or acceleration under), any provisions of the Acquiree's Articles
of Incorporation or Bylaws, the terms or conditions or provisions of any note,
bond, lease, mortgage or agreement of any kind to which the Acquiree is a party
or by which the Acquiree or its properties may be bound, or violate in any
material respect any statute, law, rule or regulation applicable to the
Acquiree, except that the consents disclosed on Schedule 3.13 will be required
pursuant to the terms of those scheduled agreements. No consent or approval by
any governmental authority is required in connection with the execution and
delivery by the Acquiree of this Agreement or the consummation of the
transactions contemplated hereby.

3.14 Capitalization. The authorized capitalization of the
Acquiree consists of 4,000,000 shares of Class A common stock, $.01 par value,
and 1,000,000 shares of Class B common stock, $.01 par value of which 2,732
shares of Class A and 50,000 shares of Class B are issued and outstanding as of
the date of this Agreement; the Acquiree Shares have been duly authorized,
validly issued, and are fully paid and non-assessable, except as provided by
Section 180.0622(2)(b) of the Wisconsin Business Corporation Law, and were
issued in compliance with applicable federal and state securities laws and
regulations. Except as set forth on Schedule 3.14, there are no outstanding or
presently authorized securities, warrants, preemptive rights, subscription
rights, options or related commitments or agreements of any nature to issue any
of the Acquiree's securities. Schedule 3.14 sets forth the share ownership and
respective percentage of each of the Acquiree Shareholders.

3.15. Brokerage Fees. Except for Resource Financial Corp.,
whose fees shall be paid by Acquiree, the Acquiree has not incurred, and will
not incur, any liability for brokerage or finder's fees or similar charges in
connection with the transactions contained within this Agreement.

3.16 Share Ownership. The Acquiree Shares will be owned of
record and beneficially by the Acquiree Shareholders, free and clear of all
liens and encumbrances of any kind and nature. There are no agreements (other
than this Agreement) to sell, pledge, assign or otherwise transfer such
securities.

3.17 Obligation of the Acquiree Shareholders. This Agreement
constitutes the valid and legally binding obligation of the Acquiree
Shareholders. Except as set forth on Schedule 3.17, neither the execution and
delivery of this Agreement, nor the consummation of the transactions
contemplated hereby, will constitute in any material respect a violation of or
default under, or conflict in any material respect with, any judgment, decree,
statute or regulation of any governmental authority applicable to

the Acquiree Shareholders or any contract, commitment, agreement or restriction
of any kind to which any of the Acquiree Shareholders is a party or by which any
of the Acquiree Shareholders is bound.

3.18 Approvals Required. Except as set forth on Schedule 3.18
or as contemplated or as required by this Agreement, no approval, authorization,
consent, order or other action of, or filing with, any person, firm or
corporation or any court, administrative agency or other governmental authority
is required in connection with the execution and delivery by the Acquiree
Shareholders of this Agreement or the consummation by them of the transactions
described herein, except to the extent that any of Acquiree Shareholders may be
required to file reports in accordance with relevant regulations under federal
and state securities laws upon execution of this Agreement and/or consummation
of the transactions contemplated hereby.

3.19 Employee; Benefit Plans.

(a) Schedule 3.19 sets forth the number and names of
the employees of Acquiree and the total 1996 compensation to each of the
directors, officers and permanent employees of Acquiree.

(b) Except as disclosed on Schedule 3.19, Acquiree
does not have any "employee benefit plans" (as such term is defined in Section
3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"). Schedule 3.19 identifies all programs, including, without limitation,
any pension plans, health and welfare plans, life, disability, medical, dental
or hospitalization insurance plans, sick-leave, vacation accrual or holiday
plans, bonus, savings, profit-sharing or other similar benefit plans, deferred
compensation, stock option, stock ownership and stock purchase plans covering
employees or former employees of Acquiree. Except as disclosed on Schedule 3.19,
each such plan or program has been operated substantially in accordance with its
terms and, to the extent applicable, ERISA and the Code. Acquiree does not
sponsor or contribute to, nor has it ever sponsored or been required to
contribute to, any "multiemployer plan" as such term is defined in Section 3(37)
of ERISA.

(c) Except as disclosed on Schedule 3.19, to the
actual knowledge of Acquiree Shareholders, Acquiree does not have any written
contracts, or oral contracts, including any employment, management, agency or
consulting contracts, with respect to any of its current or retired employees.

(d) Except as disclosed on Schedule 3.19, Acquiree
is not a party to any collective bargaining agreement and, to the actual
knowledge of Acquiree Shareholders, there are no union organizational activities
or efforts to effect a representation election pending or threatened.

(e) Except as disclosed on Schedule 3.19, Acquiree
has complied in all material respects with all applicable laws relating to the
employment of labor, including the provisions thereof relating to benefits
required to be provided under Part VI of Subtitle B of Title I of ERISA or
Section 4980B(f) of the Code (collectively, "COBRA"), wages, hours, working
conditions, employee benefit plans and the payment of withholding and social
security taxes.

3.20 Environmental Matters. Except as set forth in Schedule
3.20 to the actual knowledge of Acquiree Shareholders Acquiree is in compliance
with all laws, rules and regulations relating to environmental protection and
conservation (including, but not limited to, the Comprehensive Environmental
Response, Compensation and Liability Act and the Superfund Amendments and
Reauthorization Act of 1986, as amended and all applicable state laws pertaining
to the environment), and neither Acquiree or Acquiree Shareholders have received
any notification of any asserted present or past failure to so comply with such
laws, rules or regulations. Acquiree has obtained and is in compliance with all
permits, licenses and other authorizations required under federal, state and
local laws relating to emissions, discharges, releases or threatened releases of
pollutants, contaminants, or hazardous or toxic materials or wastes into ambient
air, surface water, ground water, or land, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport, or handling of pollutants, contaminants or hazardous or toxic
materials or wastes (collectively "Environmental Requirements"). To the actual
knowledge of Acquiree Shareholders there are no circumstances which may
interfere with or prevent continued compliance, or which may give rise to any
liability, or otherwise form the basis of any claim, or investigation under
Environmental Requirements, relating to the operation of Acquiree's business.
For the purpose of this Section, "hazardous substances" shall include (1)
hazardous substances as defined in the Comprehensive Environmental Response,
Compensation and Liability Act, as amended, and regulations thereunder, and (2)
any substance for which state or local laws require the clean-up, removal or
other special handling of such materials or imposing liability based upon
improper handling thereof.

3.21 Insurance. Schedule 3.21 contains a list of all policies
of liability, environmental, crime, fidelity, life, fire, workers' compensation,
health, director and officer liability and all other forms of insurance
currently in effect and owned or held by Acquiree, and identifies for each such
policy, the underwriter, policy number, coverage type, premium, expiration date
and deductible. All of the insurance policies listed on Schedule 3.21 are
outstanding and in full force and effect and all premiums required to be paid
with respect to such policies are currently paid.

3.22 Bank Accounts. Schedule 3.22 contains a list of all
bank accounts maintained by, or for the benefit of, Acquiree.

3.23 Customers. Set forth on Schedule 3.23 is a list of the
ten (10) largest customers of Acquiree based on the dollar volume of income
generated by that customer for the twelve month period ended November 30, 1997.
No such customer has terminated or, to Acquiree's knowledge, is presently
threatening to terminate its relationship with Acquiree.

3.24 Approval. The shareholders of the Acquiree have
unanimously approved the execution of this Agreement and the transactions
contemplated hereby.

3.25 Contractors. With respect to the Acquiree's contractors,
consultants and other independent personnel (the "Contractors"), the Acquiree
has evaluated and classified the Contractors as independent contractors or
employees in accordance with Internal Revenue Service regulations. Acquiree has
maintained, monitored, continues to maintain and monitor those Contractors who
are independent contractors to assure compliance with Internal Revenue Service
regulations.

3.26 Tax and Accounting Treatment of Acquiree. Acquiree's
election to be treated as an S Corporation pursuant to the Code was filed with
Internal Revenue Service on June 1, 1989 and with the State of Wisconsin on June
1, 1989 and will terminate on the Closing Date.

3.27 Minimum Closing Net Operating Income. The Closing Net
Operating Income of Acquiree shall be not less than $900,000.

4. REPRESENTATIONS AND WARRANTIES OF RCM. As a material inducement to
the Acquiree and the Acquiree Shareholders to enter into this Agreement and
consummate the transactions contemplated hereby, RCM does hereby make the
following representations and warranties to the Acquiree and the Acquiree
Shareholders, which representations and warranties are true and correct in all
material respects at this date and will be true and correct in all material
respects on the Closing Date as though made on and as of such date.

4.1 Due Organization of RCM. RCM is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada; it is qualified to do business and is in good standing in each state
where the properties owned, leased or operated, or the business conducted, by it
require such qualification except where failure to so qualify would not have a
material adverse effect on the financial condition, properties, business or
results of operations of RCM. RCM has the corporate power and authority to own
its property and assets and to carry on its business as now presently conducted.
True, correct and complete copies of the Articles of Incorporation and Bylaws of
RCM,

including any amendments thereto, are attached hereto as Schedule
4.1.

4.2 Compliance; Governmental Authorizations. To the best of
its knowledge, RCM has complied in all material respects with all federal,
state, local or foreign laws, ordinances, regulations and orders applicable to
its business, including without limitation, federal and state securities,
banking collection and consumer protection laws and regulations that, if not
complied with, would materially and adversely affect its businesses. RCM has all
federal, state, local and foreign governmental licenses and permits necessary
for the conduct of its business. Such licenses and permits are in full force and
effect. RCM does not know of any violations of any such licenses or permits. To
the knowledge of RCM, no proceedings are pending or threatened to revoke or
limit the use of such licenses or permits that would have an adverse effect on
the business of RCM.

4.3 Due Authorization. This Agreement has been duly
authorized, executed, and delivered by RCM, and constitutes a legal, valid, and
binding obligation of RCM, enforceable in accordance with its terms except as
such enforcement may be limited by applicable bankruptcy, insolvency,
moratorium, and other similar laws relating to, limiting or affecting the
enforcement of creditors rights generally or by the application of equitable
principles. Neither the execution and delivery of this Agreement, nor the
consummation of the transactions contemplated hereby, nor compliance with any of
the provisions hereof, will violate in any material respect any order, writ,
injunction or decree of any court or governmental authority, or violate or
conflict with in any material respect or constitute a default under (or give
rise to any right of termination, cancellation or acceleration under), any
provisions of RCM's Articles of Incorporation or Bylaws, the terms or conditions
or provisions of any note, bond, lease, mortgage or agreement of any kind to
which RCM is a party or by which RCM or its properties may be bound, or violate
in any material respect any statute, law, rule or regulation applicable to RCM,
except that the consents disclosed on Schedule 4.3 will be required pursuant to
the terms of those scheduled agreements. No consent or approval by any
governmental authority is required in connection with the execution and delivery
by RCM of this Agreement or the consummation of the transactions contemplated
hereby.

4.4 Brokerage Fees. Except for Resource Financial Corp., whose
fees shall be paid by Acquiree, RCM has not incurred, and will not incur, any
liability for brokerage or finder's fees or similar charges in connection with
the transactions contained within this Agreement.

4.5 Approval. The Board of Directors of RCM has approved the
execution of this Agreement and the transactions contemplated hereby.

4.6 No Approvals Required. No approval, authorization,
consent, order or other action of, or filing with, any person, firm or
corporation or any court, administrative agency or other governmental authority
is required in connection with the execution and delivery by RCM of this
Agreement or the consummation by it of the transactions described herein, except
to the extent that the parties may be required to file reports in accordance
with relevant regulations under federal and state securities laws.

5. COVENANTS OF THE PARTIES.

Any reference in this Section 5 to RCM shall be deemed a
reference to RCM and each of its subsidiaries.

5.1 Disclosure Documents.

(a) RCM shall supply to Acquiree the necessary
information in writing, or cause the necessary information to be supplied in
writing, relating to RCM for inclusion in any document(s) to be delivered to
Acquiree Shareholders in connection with seeking their approval of the
transactions contemplated by this Agreement.

(b) Acquiree shall supply to RCM the necessary
information in writing, or cause the necessary information to be supplied in
writing, relating to Acquiree for inclusion in any documents or reports to be
filed with the SEC or any regulatory agency in connection with the transactions
contemplated by this Agreement.

5.2 Confidentiality.

(a) Confidentiality of RCM-Related Information.
With respect to information concerning RCM that is made available to Acquiree or
Acquiree Shareholders in connection with the transactions contemplated by this
Agreement, Acquiree and Acquiree Shareholders agree that they shall hold such
information in strict confidence, shall not use such information except for the
sole purpose of evaluating the transactions contemplated by this Agreement and
shall not disseminate or disclose any of such information other than to
representatives who need to know such information for the sole purpose of
evaluating the transactions to be undertaken pursuant to this Agreement (each of
whom shall be informed in writing by Acquiree of the confidential nature of such
information and directed by Acquiree to treat such information confidentially).
If this Agreement is terminated pursuant to the provisions of Article 10,
Acquiree and Acquiree Shareholders shall immediately return all such
information, all copies thereof and all information prepared by Acquiree based
upon the same, upon RCM's request; provided, however, that one copy of all such
material may be retained by Acquiree's outside legal counsel for purposes only
of resolving any disputes under this Agreement. The above

limitations on use, dissemination and disclosure shall not apply to information
that (i) is learned by Acquiree or the Acquiree Shareholders from a third party
entitled to disclose it; (ii) became known publicly other than through Acquiree
or the Acquiree Shareholders or any party who received the same through Acquiree
or the Acquiree Shareholders; (iii) is required by law or court order to be
disclosed by Acquiree or the Acquiree Shareholders (after notice and opportunity
to oppose such disclosure); or (iv) is disclosed with the express prior written
consent thereto of RCM. Acquiree or the Acquiree Shareholders shall undertake
all necessary steps to ensure that the secrecy and confidentiality of such
information will be maintained in accordance with the provisions of this
subparagraph (a).

(b) Confidentiality of Acquiree-Related Information.
With respect to information concerning Acquiree that is made available to RCM in
connection with the transactions contemplated by this Agreement, RCM agrees that
it shall hold such information in strict confidence, shall not use such
information except for the sole purpose of evaluating the transactions
contemplated by this Agreement and shall not disseminate or disclose any of such
information other than to their directors, officers, employees, shareholders,
affiliates, agents and representatives who need to know such information for the
sole purpose of evaluating the transactions to be undertaken pursuant to this
Agreement (each of whom shall be informed in writing by RCM of the confidential
nature of such information and directed by RCM to treat such information
confidentially). If this Agreement is terminated pursuant to the provisions of
Article 10, RCM shall immediately return all such information, all copies
thereof and all information prepared by it based upon the same, upon Acquiree's
request; provided, however, that one copy of all such material may be retained
by RCM's outside legal counsel for purposes only of resolving any disputes under
this Agreement. The above limitations on use, dissemination and disclosure shall
not apply to information that (i) is learned by RCM from a third party entitled
to disclose it; (ii) became known publicly other than through RCM or any party
who received the same through RCM; (iii) is required by law or court order to be
disclosed by RCM (after notice and opportunity to oppose such disclosure); or
(iv) is disclosed with the express prior written consent thereto of Acquiree.
RCM shall undertake all necessary steps to ensure that the secrecy and
confidentiality of such information will be maintained in accordance with the
provisions of this subparagraph (b);

5.3 Nondisclosure. Neither RCM, nor Acquiree nor Acquiree
Shareholders shall disclose to the public or to any third party any material
non-public information concerning or relating to the other parties hereto, other
than with the express prior written consent of the other parties hereto, except
as may be required by applicable securities laws as they pertain to public
companies, law or court order or to enforce the rights of such disclosing party

under this Agreement, in which event the contents of any proposed disclosure
shall be discussed with the other party before release.

5.4 Non-Competition.

(a) As a material inducement for RCM to enter into
this Agreement Xxxx agrees that he will not, for a period of four (4) years
following the Closing Date (the "Restricted Period") within a radius of two
hundred fifty (250) miles of Milwaukee, Wisconsin, directly or indirectly,
whether as employee, owner, partner, agent, director, officer or shareholder,
engage in the business of contract or temporary staffing of technical personnel.
As used herein "technical personnel" means information technology, engineering
and manufacturing professional personnel. Without limiting the generality of the
foregoing Xxxx shall not do any of the following:

(i) Solicit, divert, accept business of
contract or temporary staffing of technical personnel from any client of
Acquiree who is or was a client during the term of Xxxx'x affiliation with
Acquiree, including all clients directly or indirectly produced or generated by
Xxxx.

(ii) Solicit, induce or contract with any of the
Acquiree's employees to leave Acquiree or to work for Xxxx or any company with
which Xxxx is connected.

(iii) Solicit, divert or take away any of
Acquiree's sources of business of contract or temporary staffing of technical
personnel.

(b) The provisions of this Section shall be
construed as an agreement independent of any other provision of this Agreement
and the existence of any claim or cause of action by Xxxx against Acquiree
whether arising out of this Agreement or otherwise shall not constitute a
defense to the enforcement by Acquiree of the provisions of this paragraph.

(c) Xxxx agrees that a violation of any of the
provisions of Section 5.4(a) hereof will cause irreparable damage to Acquiree
the exact amount of which it will be impossible to ascertain and, for that
reason, Xxxx agrees that Acquiree shall be entitled to injunctive relief
restraining any violation of this Section 5.4(c) hereof by any Acquiree
Shareholder and any person, firm or corporation associated with him, such right
to be cumulative and in addition to all other remedies available to Acquiree by
reason of such violation.

5.5 Consents. RCM and Acquiree shall cooperate and use their
best efforts to obtain all licenses, permits, consents, approvals,
authorizations, qualifications and orders of governmental authorities and
parties to contracts as are necessary

for the consummation of the transactions contemplated by this
Agreement.

5.6 Filings. RCM and Acquiree shall, as promptly as
practicable, make any required filings, and RCM and Acquiree shall promptly make
any other required submissions, under any law, statute, order, rule or
regulation with respect to the transactions contemplated by this Agreement and
the related transactions and shall cooperate with each other with respect to the
foregoing.

5.7 All Reasonable Efforts. Subject to the terms and
conditions of this Agreement and to the fiduciary duties and obligations of the
board of directors of Acquiree and RCM, each of the parties to this Agreement
shall use all reasonable efforts to take, or cause to be taken, all action and
to do, or cause to be done, all things necessary, proper or advisable under
applicable laws and regulations, or to remove any injunctions or other
impediments or delays, legal or otherwise, as soon as reasonably practicable, to
consummate the transactions contemplated by this Agreement.

5.8 Notification of Certain Matters. Except with respect to
the actions contemplated by this Agreement, Acquiree shall give prompt notice to
RCM, and RCM shall give prompt notice to Acquiree, of (a) the occurrence or
non-occurrence of any event, the occurrence or non-occurrence of which would
cause any of its representations or warranties in this Agreement to be untrue or
inaccurate in any material respect at, prior to, or following the Closing Date
and through the duration of the survival period of the representations and
warranties under this Agreement, and (b) any material failure of Acquiree, on
the one hand, or RCM, on the other hand, as the case may be, to comply with or
satisfy any covenant, condition or agreement to be complied with or satisfied by
it under this Agreement; provided, however, the delivery of any notice pursuant
to this Section shall not limit or otherwise affect the remedies available to
the party receiving such notice under this Agreement.

5.9 Bonuses and Fees. Except as set forth on Schedule 5.9 any
and all accrued bonuses or other compensation over and above historic
compensation levels which may be due and owing to the Acquiree Shareholders and
fees owing to Resource Financial Corp. shall be discharged and Acquiree released
from such obligations on or before the Closing Date.

5.10 Documents at Closing. Each party to this Agreement agrees
to execute and deliver on the Closing Date those documents identified in Section
6.2.

5.11 Loss of "S" Corporation Status. Upon completion of the
transactions contemplated by this Agreement Acquiree Shareholders will be
responsible for the payment and filing of any

final tax returns or other obligations incurred in connection with the period of
time during which Acquiree was an "S" Corporation.

5.12 Interim Operations of RCM and Acquiree. Except as
contemplated by this Agreement, including any Exhibits and Schedules hereto, or
to the extent that the parties shall otherwise consent in writing or as
otherwise identified in Schedule 3.5 during the period from the date of this
Agreement and continuing until the Closing Date, each of RCM and Acquiree shall
carry on their respective businesses in the usual, regular and ordinary course
in substantially the same manner as heretofore conducted and, to the extent
consistent with such business, use all reasonable efforts to preserve intact
their present organizations of such business, keep available the services of its
present officers and employees and preserve its relationships with customers,
suppliers and others having business dealings with it and they shall not take
any action, or fail to take any action, that is reasonably likely to result in
any of their respective representations and warranties set forth in this
Agreement becoming untrue as though such representations and warranties are made
as of and on the Closing Date.

5.13 Prohibition on Trading in RCM Stock. The Acquiree and
Acquiree Shareholders acknowledge that the United States Securities Laws
prohibit any person who has received material non-public information concerning
the matters which are the subject matter of this Agreement from purchasing or
selling the securities of RCM, or from communicating such information to any
person under circumstances in which it is reasonably foreseeable that such
person is likely to purchase or sell securities of RCM. Accordingly, the
Acquiree Shareholders agree that they will not purchase or sell any securities
of RCM, or communicate such material non-public information to any other person
under circumstances in which it is reasonably foreseeable that such person is
likely to purchase or sell securities of RCM, until no earlier than 72 hours
following the filing of a Current Report on Form 8-K with the SEC announcing the
Closing pursuant to this Agreement.

5.14 Independent Contractors. If, with respect to any period
prior to the Closing, any governmental authority (i) challenges the status as
independent contractors of any of Acquiree's contractors; or (ii) asserts the
applicability to Acquiree's employees or contractors of statutes, ordinances or
regulations regulating the wages, working conditions and hours of employment of
such individuals, then after any final determination (with Acquiree Shareholders
having the right to control and pay the costs and counsel fees in connection
with any agency examination or determination) any payroll or other taxes and any
interest or penalties attributable thereto and any liability for additional
employment compensation and any fines or penalties connected therewith shall be
the obligation of the Acquiree Shareholders, and

shall be paid to RCM within ten (10) days thereafter or, at the option of RCM,
shall be subject to indemnification provided for in Article 7 hereafter.

5.15 Conduct of Acquiree's Business Following The Closing
Date. RCM agrees that, for a period of two (2) years following the Closing Date,
and provided Acquiree's performance is consistent with the business plan jointly
developed by Acquiree and RCM, it will: (a) not change in any material respect
the business operations of Acquiree, and (b) the Acquiree Shareholders will
continue to run the day-to-day business operations of the Acquiree in accordance
with the business plan and pursuant to the terms of their respective Employment
Agreements.

5.16 Litigation Expenses. Acquiree Shareholders shall
promptly pay all counsel fees and expenses through all appeals and
all adverse awards, judgments or verdicts and all interest and
costs relating thereto arising out of or relating to the pending
litigation entitled Xxxxxxxx and Xxxx vs. Northern Technical
Services, Inc. and Xxxxxxx vs. Northern Technical Services, Inc.

6. THE CLOSING.

6.1. The Closing. The closing ("Closing") of the purchase and
sale and other transactions contemplated by this Agreement shall take place (a)
at the offices of Xxxxx & Xxxxxxx, 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxx, at 1:30 p.m. local time on January 6, 1998 or (b) at such other time
and place and on such other date as RCM and Acquiree or Acquiree Shareholders
shall agree. The date of the Closing is referred to herein as the "Closing
Date".

(a) Notwithstanding the actual date of the Closing
the purchase and sale and other transactions contemplated by this Agreement
shall be deemed to have occurred at the commencement of business on January 5,
1998.

6.2 Transactions at Closing. On the Closing Date, the
following transactions occurred, all of such transactions being deemed to occur
simultaneously:

(a) the Acquiree and the Acquiree Shareholders will
deliver, or cause to be delivered, to RCM the following:

(i) A certificate of Acquiree's Secretary to
the effect that all representations and warranties made by the Acquiree and the
Acquiree Shareholders under this Agreement are true and correct as of the
Closing Date as though originally given to RCM on said date.

(ii) stock certificates representing the
Acquiree Shares being surrendered hereunder, duly endorsed with stock powers
attached in blank;

(iii) all corporate records of the Acquiree,
including without limitation corporate minute books (which shall contain copies
of the Articles of Incorporation and Bylaws, as amended to the Closing Date),
stock books, stock transfer books, corporate seals; and such other corporate
books and records as may reasonably be requested by RCM and its counsel;

(iv) a certificate of Status for the Acquiree
from the Department of Financial Institutions of the State of Wisconsin, dated
at or about the Closing Date, to the effect that such corporation is in good
standing under the laws of such state;

(v) an incumbency certificate for the Acquiree
signed by all of the officers thereof dated at or about the Closing
Date;

(vi) certified Articles of Incorporation of the
Acquiree dated at or about the Closing Date and a copy of the Bylaws of the
Acquiree certified by the Secretary of the Acquiree dated at or about the
Closing Date;

(vii) certified resolutions from the Secretary
of the Acquiree dated at or about the Closing Date authorizing the
transactions contemplated under this Agreement;

(viii) an Employment Agreement described in
Exhibit "A" signed by Xxxxx X. Xxxx and Acquiree;

(ix) an Employment Agreement described in
Exhibit "B" signed by Xxxxx Xxxx and Acquiree;

(x) an Employment Agreement described in
Exhibit "C") signed by Xxxxxx Xxxxxxx and Acquiree;

(xi) an Employment Agreement in the form of
Exhibit "D" signed by Xxxxx Xxxx and Acquiree;

(xii) an Employment Agreement described in
Exhibit "E" signed by Xxxxx Xxxx and Acquiree;

(xiii) an Escrow Agreement described in Exhibit
"F" signed by Xxxxx X. Xxxx, Xxxxx Xxxx and Xxxxxx Xxxxxxx;

(xiv) resignations of all officers and
directors of Acquiree;

(xv) such documents as may be needed to
accomplish the Closing under the corporate laws of the states of
incorporation of RCM and Acquiree;

(xvi) such other instruments, documents and
certificates, if any, as are required to be delivered pursuant to the provisions
of this Agreement or that may be reasonably requested in furtherance of the
provisions of this Agreement;

(xvii) an opinion of counsel for Acquiree and
Acquiree Shareholders in the form attached hereto as Exhibit "G";

(xviii) any document associated with the
transactions contemplated by Section 5.12 of this Agreement;

(xix) evidence satisfactory to counsel for RCM
that all agreements affecting the transferability of the stock of Acquiree or
the rights and duties of the Acquiree Shareholders or the employment by Acquiree
of the Acquiree Shareholders have been terminated;

(b) RCM will deliver or cause to be delivered to the
Acquiree and the Acquiree Shareholders:

(i) the cash portion of the Purchase
Consideration in the amount of $3,125,000 delivered pursuant to Section 2.2
hereof plus the actual cash balance of Acquiree pursuant to Section 2.3 hereof;

(ii) a certificate of RCM's Secretary to the
effect that all representations and warranties made by RCM under this Agreement
are true and correct as of the Closing Date as though originally given to the
Acquiree and the Acquiree Shareholders on said date;

(iii) certificate from the Secretary of State
of Nevada dated at or about the Closing Date that RCM is in good
standing under the laws of said state;

(iv) certified resolution of the Secretary of
RCM dated at or about the Closing Date authorizing the transactions
contemplated under this Agreement;

(v) an opinion of counsel for RCM in the form
attached hereto as Exhibit "H";

(vi) an Employment Agreement described in
Exhibit "A" signed by Xxxxx X. Xxxx and Acquiree;

(vii) an Employment Agreement described in
Exhibit "B" signed by Xxxxx Xxxx and Acquiree;

(viii) an Employment Agreement described in
Exhibit "C" signed by Xxxxxx Xxxxxxx and Acquiree;

(ix) an Employment Agreement described in
Exhibit "D" signed by Xxxxx Xxxx and Acquiree;

(x) an Employment Agreement described in
Exhibit "E" signed by Xxxxx Xxxx and Acquiree;

(xi) an Escrow Agreement described in Exhibit
"F: signed by RCM;

(xii) such documents as may be needed to
accomplish the Closing under the corporate laws of the state of
incorporation of RCM and Acquiree; and

(xiii) such other instruments, documents and
certificates, if any, as are required to be delivered pursuant to the provisions
of this Agreement, or that may be reasonably requested in furtherance of the
provisions of this Agreement.

7. CONDITIONS PRECEDENT TO OBLIGATIONS OF ACQUIREE AND THE ACQUIREE
SHAREHOLDERS. All obligations of the Acquiree and the Acquiree Shareholders
under this Agreement are subject to the fulfillment, prior to or on the Closing
Date (unless otherwise stated herein), of each of the following conditions, any
one or all of which may be waived by the Acquiree or the Acquiree Shareholders:

7.1 The Board of Directors of RCM shall have approved the
execution of this Agreement and the transactions contemplated hereby.

7.2 The representations and warranties made by or on behalf of
RCM contained in this Agreement or in any certificate or document delivered to
the Acquiree or the Acquiree Shareholders pursuant to the provisions hereof at
the Closing Date shall be true in all respects at and as of the time of the
Closing Date as though such representations and warranties were made at and as
of such time.

7.3 RCM shall have performed and complied in all material
respects with all covenants, agreements and conditions required by this
Agreement to be performed or complied with by it prior to or at the Closing.

7.4 RCM shall have delivered all of the Schedules required
herein, and copies of the documents referred to therein, to the Acquiree and
such Schedules and documents shall have been reasonably acceptable to Acquiree
and Acquiree Shareholders.

7.5 There shall be delivered to the Acquiree and the Acquiree
Shareholders an officer's certificate of RCM to the effect that all of the
representations and warranties of RCM set forth herein are true and complete in
all material respects as of the Closing Date, and that RCM has complied in all
material respects with its covenants and agreements set forth herein that are
required to be complied with by the Closing Date.

7.6 No statute, rule, regulation, executive order, decree,
injunction or restraining order shall have been enacted, entered, promulgated or
enforced by any court of competent jurisdiction or governmental authority that
prohibits or restricts the consummation of the Closing and the other
transactions contemplated by this Agreement.

7.7 RCM shall have obtained the approval of its principal
lender of this Agreement and the transactions contemplated hereby.

7.8 RCM or its subsidiary shall have executed Employment
Agreements with Acquiree Shareholders and Xxx Xxxxx, Xxxx Xxxxx and
Xxxx Xxxxxx.

7.9 All director, shareholder, lender, lessor and other
parties' consents and approvals, as well as all filing with, and all necessary
consents or approvals of, all federal state and local governmental authorities
and agencies, as are required of RCM under this Agreement, applicable law or any
applicable contract or agreement (all as contemplated by this Agreement) to
complete the Closing shall have been secured.

7.10 There shall have occurred no material adverse change to
the business, operations, assets, management, regulatory environment and
business prospects of RCM.

8. CONDITIONS PRECEDENT TO OBLIGATIONS OF RCM. All obligations of RCM
under this Agreement are subject to the fulfillment, prior to or on the Closing
Date, of each of the following conditions, any one or all of which may be waived
in writing by RCM:

8.1 The shareholders of the Acquiree shall have unanimously
approved the execution of this Agreement and the transactions contemplated
hereby.

8.2 The representations and warranties made by the Acquiree
and the Acquiree Shareholders contained in this Agreement or in any certificate
or document delivered to RCM pursuant to the provisions hereof at the Closing
Date shall be true in all respects at and as of the time of the Closing Date as
though such representations and warranties were made at and as of such time.

8.3 The Acquiree and the Acquiree Shareholders shall have
performed and complied in all material respects with all covenants, agreements
and conditions required by this Agreement to be performed or complied with by
them prior to or at the Closing.

8.4 The Acquiree shall have delivered all of the Schedules
required herein, and copies of the documents referred to therein, to RCM and
such Schedules and documents shall have been reasonably acceptable to RCM.

8.5 There shall be delivered to RCM an officer's certificate
of the Acquiree to the effect that all of the representations and warranties of
the Acquiree set forth herein are true and complete in all material respects as
of the Closing Date, and that the Acquiree has complied in all material respects
with its covenants and agreements set forth herein that are required to be
complied with by the Closing Date and there shall be delivered to RCM
certificates signed by the Acquiree Shareholders to the effect that the
representations and warranties of each made within this Agreement are true and
correct in all material respects.

8.6 RCM shall have obtained the approval of its principal
lender of this Agreement and the transactions contemplated hereby.

8.7 All director, shareholder, lender, lessor and other
parties' consents and approvals, as well as all filings with, and all necessary
consents or approvals of, all federal state and local governmental authorities
and agencies, as are required to Acquiree or the Acquiree Shareholders under
this Agreement, applicable law or any applicable contract or agreement (all as
contemplated by this Agreement) to complete the Closing shall have been secured.

8.8 No statute, rule, regulation, executive order, decree,
injunction or restraining order shall have been enacted, entered, promulgated or
enforced by any court of competent jurisdiction or governmental authority that
prohibits or restricts the consummation of the Closing and the other
transactions contemplated by this Agreement.

8.9 The Acquiree Shareholders and Xxx Xxxxx, Xxxx Xxxxx and
Xxxx Xxxxxx shall each have executed an Employment Agreement with RCM or its
subsidiary.

8.10 Acquiree and the Acquiree Shareholders shall take all
actions necessary to effect the resignation of all of the current directors and
officers of Acquiree in the manner identified in Section 6.2(a)(xiv).

8.11 Except as contemplated or as required by this Agreement,
there shall have occurred no material adverse change to the business,
operations, assets, management, regulatory environment and business prospects of
Acquiree.

9. INDEMNIFICATION.

9.1 Acquiree Shareholders. Acquiree Shareholders (except Xxxxx
Xxxx and Xxxxx Xxxx) shall indemnify, defend and hold RCM harmless, each
according to his or her Shareholder Percentages except that, for purposes of
this Article 9, the Shareholder Percentages applicable to Xxxxx Xxxx and Xxxxx
Xxxx shall instead be applicable to Xxxx, from and against any and all demands,
claims, actions or causes of action, judgments, assessments, losses,
liabilities, damages or penalties and reasonable attorneys' fees and related
disbursements (collectively, "Claims") incurred by RCM which arise out of or
result from a breach of warranty, or breach of any covenant of Acquiree or the
Acquiree Shareholders pursuant hereto or in connection with the transactions
contemplated hereby or thereby.

9.2 RCM. RCM shall indemnify, defend and hold harmless
Acquiree and Acquiree Shareholders from and against any and all Claims incurred
by the Acquiree and/or any Acquiree Shareholder which arise out of or result
from misrepresentation, breach of warranty or breach of any covenant of RCM
contained herein or in the Schedules annexed hereto or in any other documents or
instruments furnished by RCM pursuant hereto or in connection with the
transactions contemplated hereby or thereby.

9.3 Survival. All covenants, agreements, representations and
warranties contained in this Agreement or in the Schedules annexed hereto or in
any other documents shall survive the Closing for a period of two (2) years
except for covenants, representations and warranties relating to Taxes or made
fraudulently which shall survive indefinitely.

9.4 Methods of Asserting Claims for Indemnification. All
claims for indemnification under this Agreement shall be asserted as follows:

(a) Third Party Claims. In the event that any Claim
for which a party (the "Indemnitee") would be entitled to indemnification under
this Agreement is asserted against or sought to be collected from the Indemnitee
by a third party the Indemnitee shall promptly notify the other party (the
"Indemnitor") of such Claim, specifying the nature thereof, the applicable
provision in this Agreement or other instrument under which the Claim arises,
and the amount or the estimated amount thereof (the "Claim Notice"). The
Indemnitor shall have 30 days (or, if shorter, a period to a date not less than
10 days prior to when a responsive pleading or other document is required to be
filed but in no event less than 10 days from delivery or mailing of the Claim
Notice) (the "Notice Period") to notify the Indemnitee (i) whether or not it
disputes the Claim and (ii) if liability hereunder is not disputed, whether or
not it desires to defend the Indemnitee. If the Indemnitor elects to defend by
appropriate proceedings, such proceedings shall

be promptly settled or prosecuted to a final conclusion in such a manner as to
minimize any risk of additional damage to the Indemnitee; and all costs and
expenses of such proceedings and the amount of any judgment shall be paid by the
Indemnitor.

If the Indemnitee desires to participate in, but not
control, any such defense or settlement, it may do so at its sole cost and
expense. If the Indemnitor has disputed the Claim, as provided above, and shall
not defend such Claim, the Indemnitee shall have the right to control the
defense or settlement of such Claim, in its sole discretion, and shall be
reimbursed by the Indemnitor for its reasonable costs and expenses of such
defense if it shall thereafter be found that such Claim was subject to
indemnification by the Indemnitor hereunder.

(b) Non-Third Party Claims. In the event that the
Indemnitee should have a Claim for indemnification hereunder which does not
involve a Claim being asserted against it or sought to be collected by a third
party, the Indemnitee shall promptly send a Claim Notice with respect to such
Claim to the Indemnitor. If the Indemnitor does not notify the Indemnitee within
the Notice Period that it disputes such Claim, the Indemnitor shall pay the
amount thereof to the Indemnitee. If the Indemnitor disputes the amount of such
Claim, the controversy in question shall be submitted to arbitration pursuant to
Article 10 hereof.

(c) Cooperation of Parties. If either party chooses
to defend or participate in the defense of any Claim, it shall have the right to
receive from the other party, subject to any restriction of applicable law or
that may be necessary to preserve the privilege of attorney-client
communications, any books, records or other documents within such other party's
control that are necessary or appropriate for such defense.

9.5 Right of Set Off. The amount of any Claims as to which RCM
is entitled to indemnification hereunder may be set off by RCM first against the
escrow fund pursuant to the terms and conditions of the Escrow Agreement then,
to the extent the escrow fund is insufficient to cover such Claims, against
amounts payable as Deferred Consideration, and, to the extent the escrow fund
and the Deferred Consideration is insufficient to cover such Claims then against
amounts payable as Additional Purchase Consideration.

9.6 Minimum for Indemnification. Acquiree Shareholders shall
not be required to make any indemnification payments under Section 9.4 except to
the extent that the cumulative amount of all Claims actually incurred by RCM
exceeds the sum of $25,000 in which case RCM shall be entitled to
indemnification for the entire amount of all claims. Claims relating to Taxes
and for representations and warranties made fraudulently shall be subject to
full indemnification irrespective of the $25,000 minimum.

9.7 Cumulative Liability. The cumulative liability of the
Acquiree Shareholders (excluding Claims relating to Taxes and representations
and warranties made fraudulently which shall not be subject to any limit) under
this Article 9 shall not exceed the sum of $1,000,000 for Claims made prior to
the first anniversary of the Closing Date and $750,000 for Claims made prior to
the second anniversary of the Closing Date.

9.8 Indemnification For Pending Litigation. In addition to the
foregoing the Acquiree Shareholders shall defend, indemnify and hold RCM
harmless from and against all loss, liabilities, damages, punitive damages,
counsel fees and expenses through all appeals, interest, judgments and verdicts
relating to or arising out of the pending litigation entitled Xxxxxxxx and Xxxx
vs. Northern Technical Services, Inc. and Xxxxxxx vs. Northern Technical
Services, Inc.

The foregoing undertaking shall not be subject to the time
limits contained in Section 9.3 hereof or the minimum or maximum amount of
Claims that may be asserted as contained in Section 9.6 and 9.7. Any amounts for
which RCM is entitled to indemnification under this Section 9.8 shall be subject
to RCM's right of set off as described in Section 9.5 hereof.

Acquiree Shareholders agree that no settlement or other
voluntary termination of the case of Xxxxxxxx and Xxxx vs. Northern Technical
Services, Inc. shall occur unless as part of such settlement or termination RCM
receives a document in recordable form terminating all outstanding Financing
Statements wherein the plaintiffs are the secured parties and Acquiree is the
debtor.

10. TERMINATION. This Agreement may be terminated and the
transactions contemplated by this Agreement may be abandoned at any
time prior to the Closing Date:

(a) by mutual written consent of RCM and Acquiree;

(b) by either of RCM and Acquiree:

(i) if the Closing shall not have occurred by the
Closing Date unless such date is extended by the mutual written agreement of RCM
and Acquiree, and in such event, only until the date the Closing Date has been
so extended; provided, however, that the right to terminate this Agreement under
this Section 10(b)(i) shall not be available to any party whose failure to
fulfill any obligation under this Agreement has been the cause of, or resulted
in, the failure of the Closing Date to occur on or before that date; or

(ii) if any court of competent jurisdiction, or any
governmental body, regulatory or administrative agency or
commission having appropriate jurisdiction shall have issued an

order, decree or filing or taken any other action restraining, enjoining or
otherwise prohibiting the transactions contemplated by this Agreement and such
order, decree, ruling or other action shall have become final and
non-appealable.

(c) If any party hereto shall default in the observance or in
the due and timely performance of any of the Covenants of the parties contained
in Section 5 of this Agreement, the non-defaulting party may, upon written
notice, terminate this Agreement and in that event, the defaulting party shall
indemnify, hold harmless and assume full and complete responsibility for any and
all expenses of the non-defaulting party incurred in this transaction, without
prejudice to its or their rights and remedies available under law, including the
right to recover expenses, costs and other damages. Notwithstanding the
foregoing, the non-defaulting party may elect to waive such breach by the
defaulting party and proceed with the Closing, thereby waiving any right to
damages as a result of such breach.

11. ARBITRATION. If a dispute arises as to interpretation of this
Agreement, it shall be decided finally by three arbitrators in an arbitration
proceeding conforming to the Rules of the American Arbitration Association
applicable to commercial arbitration. The arbitrators shall be appointed as
follows: one by RCM, one by the Acquiree Shareholders, and the third by the said
two arbitrators, or, if they cannot agree, then the third arbitrator shall be
appointed by the American Arbitration Association. The third arbitrator shall be
chairman of the panel and shall be impartial. The arbitration shall take place
in Milwaukee, Wisconsin. The decision of a majority of the arbitrators shall be
conclusively binding upon the parties and final, and such decision shall be
enforceable as a judgment in any court of competent jurisdiction. Each party
shall pay the fees and expenses of the arbitrator appointed by it, its counsel
and its witnesses. The losing party in the arbitration shall pay the fees and
expenses of the impartial arbitrator.

12. NOTICES. All notices or other communications required or permitted
hereunder shall be in writing and shall be deemed to have been duly given if
delivered in person or sent by overnight delivery, confirmed telecopy or prepaid
first class registered or certified mail, return receipt requested, to the
following addresses, or such other addresses as are given to the other parties
to this Agreement in the manner set forth herein:

12.1 If to RCM, to:

Xx. Xxxx Xxxxx
Chief Executive Officer
RCM Technologies, Inc.
0000 XxXxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxx Xxxxxx 00000-0000

With a copy to:

Xxxxxx X. Xxxxxx, Esquire
Xxxxxxx & Xxxx, P.C.
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000
Telephone No. (000) 000-0000
Telecopy No. (000) 000-0000

12.2 If to the Acquiree Shareholders, to:

Xxxxx Xxxx
0000 Xxxxx 00xx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Telephone No. (000) 000-0000
Telecopy No. (000) 000-0000

Xxxxxx Xxxxxxx
0000 Xxxxx 00xx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Telephone No. (000) 000-0000
Telecopy No. (000) 000-0000

Xxxxx Xxxx
0000 Xxxxx 00xx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Telephone No. (000) 000-0000
Telecopy No. (000) 000-0000

With a copy to:

Xxxxxxxx X. Xxxxxx, III
Xxxxx & Lardner
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Telephone No. (000) 000-0000
Telecopy No. (000) 000-0000

12.3 If to the Acquiree, to:

Northern Technical Services, Inc.
0000 Xxxxx 00xx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Telephone No. (000) 000-0000
Telecopy No. (000) 000-0000

With a copy to:

Xxxxxxxx X. Xxxxxx, III
Xxxxx & Lardner
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Telephone No. (000) 000-0000
Telecopy No. (000) 000-0000

Any such notices shall be effective when delivered in person or sent by
telecopy, one business day after being sent by overnight delivery or three
business days after being sent by registered or certified mail. Any of the
foregoing addresses may be changed by giving notice of such change in the
foregoing manner, except that notices for changes of address shall be effective
only upon receipt.

13. MISCELLANEOUS.

13.1 Further Assurances. At any time, and from time to time,
after the Closing Date, each party will execute such additional instruments and
take such further action as may be reasonably required by the other party to
confirm or perfect title to any property transferred hereunder or otherwise to
carry out the intent and purposes of this Agreement.

13.2 Nature of Representations and Warranties. All of the
parties hereto are executing and carrying out the provisions of this Agreement
in reliance on the representations, warranties, covenants and agreements
contained in this Agreement or at the Closing of the transactions herein
provided for, and any investigation that they might have made or any other
representations, warranties, covenants, agreements, promises or information,
written or oral, made by the other party or parties or any other person shall
not be deemed a waiver of any breach of any such representation, warranty,
covenant or agreement.

13.3 Survival of Representations. All covenants, agreements,
representations and warranties made herein shall survive the Closing Date for a
period of two (2) years except for covenants, representations and warranties
relating to Taxes or made fraudulently which shall survive indefinitely. All
covenants and agreements by or on behalf of the parties hereto that are
contained or incorporated in this Agreement shall bind and enure to the

benefit of the successors and permitted assigns of all parties
hereto.

13.4 Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof.
It supersedes all prior negotiations, letters and understandings relating to the
subject matter hereof.

13.5 Amendment. This Agreement may not be amended,
supplemented or modified in whole or in part except by an instrument in writing
signed by the party or parties against whom enforcement of any such amendment,
supplement or modification is sought.

13.6 Assignment. This Agreement may not be assigned by any
party hereto without the prior written consent of the other parties.

13.7 Choice of Law. This Agreement shall be interpreted,
construed and enforced in accordance with the laws of the State of Wisconsin.

13.8 Headings. The section and subsection headings in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.

13.9 Number and Gender, Words used in this Agreement,
regardless of the number and gender specifically used, shall be deemed and
construed to include any other number, singular or plural, and any other gender,
masculine, feminine or neuter, as the context indicated is appropriate.

13.10 Construction. The parties hereto and their respective
legal counsel participated in the preparation of this Agreement, therefore, this
Agreement shall be construed neither against nor in favor of any of the parties
hereto, but rather in accordance with the fair meaning thereof.

13.11 Effect of Waiver. The failure of any party at any time
or times to require performance of any provision of this Agreement will in no
manner affect the right to enforce the same. The waiver by any party of any
breach of any provision of this Agreement will not be construed to be a waiver
by any such party of any succeeding breach of that provision or a waiver by such
party of any breach of any other provision.

13.12 Severability. The invalidity, illegality or
unenforceability of any provision or provisions of this Agreement will not
affect any other provision of this Agreement, which will remain in full force
and effect, nor will the invalidity, illegality or unenforceability of a portion
of any provision of this Agreement affect the balance of such provision. In the
event

that any one or more of the provisions contained in this Agreement or any
portion thereof shall for any reason be held to be invalid, illegal or
unenforceable in any respect, this Agreement shall be reformed, construed and
enforced as if such invalid, illegal or unenforceable provision had never been
contained herein.

13.13 Binding Nature. This Agreement will be binding upon and
will inure to the benefit of any successor or successors of the parties hereto.

13.14 No Third-Party Beneficiaries. No person shall be deemed
to possess any third-party beneficiary right pursuant to this Agreement. It is
the intent of the parties hereto that no direct benefit to any third party is
intended or implied by the execution of this Agreement.

13.15 Counterparts. This Agreement may be executed in one or
more counterparts, each of which will be deemed an original and all of which
together will constitute one and the same instrument.

13.16 Facsimile Signature. This Agreement may be executed and
accepted by facsimile signature and any such signature shall be of the same
force and effect as an original signature.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

RCM TECHNOLOGIES, INC.
ATTEST:

By: By:
Name:
Title:

NORTHERN TECHNICAL
SERVICES, INC.
ATTEST:

By: By:
Name: Xxxxx X. Xxxx
Title: President

{Signatures continued on next page]

XXXXX XXXX

XXXXXX XXXXXXX

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STOCK PURCHASE AGREEMENT

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