FIFTH AMENDMENT TO REVOLVING NOTE

Exhibit 10.2

FIFTH AMENDMENT TO REVOLVING NOTE

This Fifth Amendment to Revolving Note (the “Fifth Amendment”) is made as of this 11th day of January, 2011 by and between RBS Citizens, National Association, successor by merger with Citizens Bank of Massachusetts (the “Bank”) having a principal office located at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 and CRA International, Inc., formerly known as Xxxxxxx River Associates Incorporated (the “Borrower”), a Massachusetts corporation having an office at the Xxxx Xxxxxxx Tower, 000 Xxxxxxxxx Xxxxxx, X-00, Xxxxxx, Xxxxxxxxxxxxx 00000-0000 to that certain Revolving Note dated January 14, 2004 executed by the Borrower in favor of the Bank (the “Note”).  Any capitalized terms not otherwise defined herein shall have the same meanings designated in the Note.

W I T N E S S E T H:

WHEREAS, the Borrower did on January 14, 2004 execute, seal and deliver to the Bank the Note which Note was amended by a First Amendment to Revolving Note dated as of March 29, 2005, a Second Amendment to Revolving Note dated as of June 20, 2005, a Third Amendment to Revolving Note dated as of May 16, 2007, and a Fourth Amendment to Revolving Note dated as of August 18, 2009; and

WHEREAS, the Borrower has requested that the Bank extend the maturity date of the Note;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, receipt of whereof is hereby acknowledged, it is hereby agreed by and between the Borrower and the Bank as follows:

1. The Note is hereby amended by replacing the maturity date of April 30, 2012 with April 30, 2014.

2. The Note, as amended hereby, shall remain in full force and effect and all terms hereof are hereby ratified and confirmed by the Borrower.  Except for specifically provided herein, all other terms and conditions of the Note shall remain in full force and effect.

3. The Borrower by its execution of this Fifth Amendment in the space provided below, represents, warrants and agrees that the Borrower has no claims, defenses, counterclaims or offsets against the Bank in connection with the Note or any of the other documents executed in connection therewith and, to the extent that any such claim, defense, counterclaim or offset may exist, the Borrower by its execution of this Fifth Amendment in the space provided below, hereby affirmatively WAIVES and RELEASES the Bank from same.

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4. This Fifth Amendment shall take effect as a sealed instrument under the laws of the Commonwealth of Massachusetts as of the date first above written.

5. Any and all references to the Note and any instrument previously and now hereafter executed by the Borrower shall be deemed to refer to the Note as amended by this Fifth Amendment and any future amendments hereafter entered into between the Borrower and the Bank.

IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment as of the date and year first above written as a sealed instrument.

WITNESS:	CRA INTERNATIONAL, INC.
	By:	/s/ Xxxxx X. Xxxxxx
		Executive Vice President,
		Treasurer and Chief Financial
		Officer
	RBS CITIZENS, NATIONAL ASSOCIATION
	By:	/s/ Xxxxx Xxxxxxxx
		Vice President

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