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<SEC-DOCUMENT>0000950116-00-002928.txt : 20001222
<SEC-HEADER>0000950116-00-002928.hdr.sgml : 20001222
ACCESSION NUMBER:		0000950116-00-002928
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20001221
EFFECTIVENESS DATE:		20001221

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RCM TECHNOLOGIES INC
		CENTRAL INDEX KEY:			0000700841
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-HELP SUPPLY SERVICES [7363]
		IRS NUMBER:				951480559
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		
		SEC FILE NUMBER:	333-52480
		FILM NUMBER:		793601

	BUSINESS ADDRESS:	
		STREET 1:		2500 MCCLELLAN AVE STE 350
		CITY:			PENNSAUKEN
		STATE:			NJ
		ZIP:			08109
		BUSINESS PHONE:		6094861777

	MAIL ADDRESS:	
		STREET 1:		2500 MCCLELLAN AVENUE
		STREET 2:		STE 350
		CITY:			PENNSAUKEN
		STATE:			NJ
		ZIP:			08109-4613
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>S-8
<TEXT>

<PAGE>

    As filed with the Securities and Exchange Commission on December 21, 2000
                                                      Registration No. 333-____
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 --------------

                             RCM TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its charter)

             Nevada                                      95-1480559
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation of organization)

                        2500 McClellan Avenue, Suite 350
                        Pennsauken, New Jersey 08109-4613
                    (Address of principal executive offices)

                     Nonqualified Deferred Compensation Plan
                            (Full title of the plan)

                                   Leon Kopyt
                      President and Chief Executive Officer
                             RCM Technologies, Inc.
                        2500 McClellan Avenue, Suite 350
                           Pennsauken, NJ 080109-4613
                                 (856) 486-1777
 (Name, Address and Telephone Number, including area code, of Agent for Service)

                                   Copies to:
                           Richard A. Silfen, Esquire
                           Morgan, Lewis & Bockius LLP
                               1701 Market Street
                           Philadelphia, PA 19103-2921
                                 (215) 963-5000

<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
======================================================================================================================
    Title of Securities       Number of`         Proposed Maximum        Proposed Maximum
           to be             Shares to be         Offering Price             Aggregate              Amount of
        Registered            Registered           Per Share(1)          Offering Price(1)    Registration Fee (1)
- ----------------------------------------------------------------------------------------------------------------------
<S>                                    <C>           <C>                      <C>                   <C>
Common stock,                3,000,000 (2)            100%                 $3,000,000               $792.00
$0.05 par value
======================================================================================================================
</TABLE>

(1)   The Deferred Compensation Obligations are unsecured obligations of RCM
      Technologies, Inc. to pay deferred compensation in the future in
      accordance with the terms of the Nonqualified Deferred Compensation Plan

(2)   Estimated solely for the purpose of determining the registration fee.

===============================================================================
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents, as filed by RCM Technologies, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this Registration Statement and made a
part hereof:

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended October 31, 1999, as amended on Form 10-K/A filed with the Commission on
February 28, 2000;

         (b) The Registrant's Transition Report on Form 10-Q for the transition
period from November 1, 1999 to December 31, 1999;

         (c) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 2000, June 30, 2000 and September 30, 2000;

         (d) The Registrant's Current Report on Form 8-K filed with the
Commission on January 28, 2000;

         (e) The description of Registrant's common stock, par value $0.05,
contained in the Registrant's Registration Statement filed on Form 10 on March
1, 1982.

         All reports and other documents hereafter filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the
date of this registration statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference from the date of filing of such documents. Any
statement contained in a document, incorporated, or deemed to be, by reference
herein or contained in this registration statement, shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is, or is deemed to be, incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities.

Under the Nonqualified Deferred Compensation Plan (the "Plan"), the Company will
provide eligible employees the opportunity to enter into agreements for the
deferral of a portion of their future cash compensation. The obligations of the
Company under such agreements (the "Obligations") will be unsecured general
obligations of the Company to pay the deferred compensation in the future in
accordance with the terms of the Plan, and will rank pari passu with other
unsecured and unsubordinated indebtedness of the Company from time to time
outstanding.

         The amount of compensation to be deferred by each participating
employee will be determined in accordance with the Plan based on elections by
the employee. Each Obligation will be payable upon termination of employment or
retirement in accordance with the terms of the Plan. The Obligations will be
indexed to one or more earnings options (the "Earnings Options") individually
chosen by each employee participant from the list of mutual funds available
under the Plan. Each employee participant's Obligation will be adjusted to
reflect the investment experience of the selected Earnings Options, including
any appreciation or depreciation. The Company is under no obligation to invest
in such Earnings Options. The Obligations will be denominated and be payable in
United States dollars.

         An employee participant's right or the right of any other person to the
Obligations cannot be assigned, alienated, sold, garnished, transferred,
pledged, or encumbered except by a written designation of a beneficiary under
the Plan, by the terms of the Plan in the event there is no designated
beneficiary or by court order in the case of marital dispute.

<PAGE>

         The Obligations are not subject to redemption, in whole or in part, at
the option of the Company prior to termination of employment, retirement or the
individual payment dates specified by the participating employees. The Plan
provides certain default distribution methods; however, participant may elect to
receive a distribution under the Plan in such manner as is acceptable to the
Plan Administrator. In addition, the Plan Administrator may, in its discretion,
direct that a participant be paid an amount (not to exceed his Obligation)
sufficient to meet a financial hardship as defined in the Plan. The Company
reserves the right to amend or terminate the Plan at any time, except that no
such amendment or termination shall (i) result in the distribution of amounts
credited to a participant's deferral account in any manner other than as
provided in the Plan, or (ii) reduce the availability of amounts previously
deferred. The rules relating to distribution may be generally altered or
specifically waived by the Plan Administrator in its sole discretion, but may
not reduce the availability of amounts previously deferred unless it is
necessary to do so to preserve the tax deferral on amounts deferred.

         The Obligations are not convertible into another security of the
Company. The Obligations will not have the benefit of a negative pledge or any
other affirmative or negative covenant on the part of the Company. No trustee
has been appointed having the authority to take action with respect to the
Obligations and each employee participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to the
Obligations, enforcing covenants and taking action upon a default.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

                                      II-1
<PAGE>

Item 6.  Indemnification of Directors and Officers.

         Subsection 1 of Section 78.7502 of the Nevada Revised Statutes ("NRS")
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprises (an "Indemnified Party"), against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the Indemnified Party in connection with
such action, suit or proceeding if the Indemnified Party acted in good faith and
in a manner the Indemnified Party reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceedings, had no reasonable cause to believe the Indemnified Party's
conduct was unlawful.

         Subsection 2 of Section 78.7502 of the NRS empowers a corporation to
indemnify any Indemnified Party who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that such person acted in the capacity of an Indemnified Party against
expenses, including amounts paid in settlement and attorneys' fees actually and
reasonably incurred by the Indemnified Party in connection with the defense or
settlement of such action or suit if the Indemnified Party acted under standards
similar to those set forth above, except that no indemnification may be made in
respect of any claim, issue or matter as to which the Indemnified Party shall
have been adjudged to be liable to the corporation or for amounts paid in
settlement to the corporation unless and only to the extent that the court in
which such action or suit was brought determines upon application that in view
of all the circumstances, the Indemnified Party is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.

         Section 78.7502 of the NRS further provides that to the extent an
Indemnified Party has been successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to in Subsection (1) or (2) described
above or in the defense of any claim, issue or matter therein, the corporation
shall indemnify the Indemnified Party against expenses (including attorneys'
fees) actually and reasonably incurred by the Indemnified Party in connection
therewith.

         Subsection 1 of Section 78.751 of the NRS provides that any
discretionary indemnification under Section 78.7502 of the NRS, unless ordered
by a court or advanced pursuant to Subsection 2 of Section 78.751, may be made
by a corporation only as authorized in the specific case upon a determination
that indemnification of the Indemnified Person is proper in the circumstances.
Such determination must be made (a) by the stockholders, (b) by the board of
directors of the corporation by majority vote of a quorum consisting of
directors who were not parties to the action, suit or proceeding, (c) if a
majority vote of a quorum of such disinterested directors so orders, by
independent legal counsel in a written opinion, or (d) by independent legal
counsel in a written opinion if a quorum of such disinterested directors cannot
be obtained.


                                      II-2
<PAGE>

         Subsection 2 of Section 78.751 of the NRS provides that a corporation's
articles of incorporation or bylaws or an agreement made by the corporation may
require the corporation to pay as incurred and in advance of the final
disposition of a criminal or civil action, suit or proceeding, the expenses of
officers and directors in defending such action, suit or proceeding upon receipt
by the corporation of an undertaking by or on behalf of the officer or director
to repay the amount if it is ultimately determined by a court that he is not
entitled to be indemnified by the corporation. Said Subsection 2 further
provides that the provisions of that Subsection 2 do not affect any rights to
advancement of expenses to which corporate personnel other than officers and
directors may be entitled under contract or otherwise by law.

         Subsection 3 of Section 78.751 of the NRS provides that indemnification
and advancement of expenses authorized in or ordered by a court pursuant to said
Section 78.751 does not exclude any other rights to which the Indemnified Party
may be entitled under the articles of incorporation or any by-law, agreement,
vote of stockholders or disinterested directors or otherwise, for either an
action in his official capacity or in another capacity while holding his office.
However, indemnification, unless ordered by a court pursuant to Section 78.7502
or for the advancement of expenses under Subsection 2 of Section 78.751 of the
NRS, may not be made to or on behalf of any director or officer of the
corporation if a final adjudication establishes that his or her acts or
omissions involved intentional misconduct, fraud or a knowing violation of the
law and was material to the cause of action. Additionally, the scope of such
indemnification and advancement of expenses shall continue as to an Indemnified
party who has ceased to hold one of the positions specified above, and shall
inure to the benefit of his or her heirs, executors and administrators.

         The Registrant's Articles of Incorporation provide that the Company
shall, to the full extent permitted by the NRS, indemnify all persons whom it
has the power to indemnify pursuant thereto, including officers and directors of
Registrant.

         Section 78.752 of the NRS empowers a corporation to purchase and
maintain insurance or make other financial arrangements on behalf of an
Indemnified Party for any liability asserted against such person and liabilities
and expenses incurred by such person in his or her capacity as an Indemnified
Party or arising out of such person's status as an Indemnified Party whether or
not the corporation has the authority to indemnify such person against such
liability and expenses.

         The Registrant's Articles of Incorporation authorize the Registrant to
maintain insurance to cover such liabilities. The Registrant has purchased
Directors' and Officer's Liability Insurance to protect directors and officers
of the Registrant from any liability asserted against them for acts taken or
omissions occurring in their capacities as such. The Registrant's policy has an
aggregate liability limit of $10,000,000. The Registrant is not required to
maintain such insurance and there can be no assurance that the Registrant will
continue to maintain such insurance or coverage in such amounts.

          Insofar as indemnification for liabilities under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Commission such indemnification is


                                      II-3
<PAGE>

against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in a
successful defense of action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issuer.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         The following is a list of exhibits filed as part of this Registration
Statement.

         Exhibit
         Number                   Exhibit
         ------                   -------

           4        Nonqualified Deferred Compensation Plan
           5        Opinion of Schreck Brignone Godfrey
          23.1      Consent of Grant Thornton LLP
          23.2      Consent of Schreck Brignone Godfrey (included in Exhibit 5)
          24        Power of Attorney (included in signature page)

Item 9.  Undertakings.

     (a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

             (i) To include any prospectus required by Section 10(a)(3) of the
         Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events arising after
         the effective date of the registration statement (or the most recent
         post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in the registration statement. Notwithstanding the foregoing, any
         increase or decrease in volume of securities offered (if the total
         dollar value of securities offered would not exceed that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than 20 percent change in
         the maximum aggregate offering price set forth in the "Calculation of
         Registration Fee" table in the effective Registration Statement.


                                      II-4
<PAGE>

             (iii) To include any material information with respect to the plan
         of distribution not previously disclosed in the registration statement
         or any material change to such information in the registration
         statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                      II-5

<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Pennsauken, state of New Jersey on this 21st day of
December, 2000.

                                   RCM TECHNOLOGIES, INC.


                                   By: /s/ Leon Kopyt
                                       -------------------------------------
                                       Leon Kopyt
                                       President and Chief Executive Officer



         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Leon Kopyt, his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration
Statement (including post-effective amendments to the Registration Statement),
and to file the same, with all exhibits thereto, and any other documents in
connection therewith, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

         Signature                               Title                                  Date
         ---------                               -----                                  ----
<S>                                    <C>                                        <C>

/s/ Leon Kopyt                         Chairman of the Board of Directors,        December 21, 2000
- ----------------------------           President and Chief Executive
Leon Kopyt                             Officer (Principal Executive Officer)

/s/ Stanton Remer                      Director, Chief Financial Officer,         December 21, 2000
- ----------------------------           Treasurer and Secretary (Principal
Stanton Remer                          Financial and Accounting Officer)

/s/ Norman S. Berson                   Director                                   December 21, 2000
- ----------------------------
Norman S. Berson


/s/ Robert B. Kerr                     Director                                   December 21, 2000
- ----------------------------
Robert B. Kerr

/s/ Woodrow B. Moats, Jr.              Director                                   December 21, 2000
- ----------------------------
Woodrow B. Moats, Jr.

/s/ Brian Delle Donne                  Director and Chief Operating               December 21, 2000
- ----------------------------           Officer
Brian Delle Donne
</TABLE>


                                      S-1
<PAGE>


                             RCM TECHNOLOGIES, INC.

                                INDEX TO EXHIBITS


Exhibit Number     Document
- --------------     --------

         4         Nonqualified Deferred Compensation Plan
         5         Opinion of Schreck Brignone Godfrey
        23.1       Consent of Grant Thornton LLP
        23.2       Consent of Schreck Brignone Godfrey (included in Exhibit 5)
        24         Power of Attorney (included in signature page)










                                      S-3


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EXHIBIT 4
<TEXT>

<PAGE>
                                                                      EXHIBIT 4

                             RCM TECHNOLOGIES, INC.
                     NONQUALIFIED DEFERRED COMPENSATION PLAN

         THIS PLAN, effective as of January 1, 2001 (the "Effective Date"), is
established by RCM Technologies, Inc., a Nevada corporation (hereinafter the
"Company"), 2500 McClellan Ave., Suite 350, Pennsauken, NJ 08109.

                                    RECITALS

         The Company recognizes the valuable services performed for it by the
employees participating in this Plan (herein the "Employees," the "Participants"
or the "Employees").

         The Company desires to establish this Plan to permit certain Employees
of the Company to defer payment of a portion of their compensation until the
times specified in this Plan.

         The Employees participating in this Plan constitute a select group of
management or highly compensated employees.

         It is the intention of the parties that this arrangement is unfunded
for tax purposes and for purposes of Title I of ERISA.

         The Company desires to provide the terms and conditions under which
such amounts shall be deferred and paid.

                                   AGREEMENTS

         In consideration of these premises, the Company hereby declares:

         1. Establishment and Purposes.

                  a. Establishment. Company hereby establishes this Plan as of
the Effective Date.

                  b. Name. The Plan shall be known as the "RCM Technologies,
Inc. Nonqualified Deferred Compensation Plan."

<PAGE>

                  c. Purpose. The purpose of this Plan is to allow Employees to
defer a portion of their compensation so that such amounts may be paid to the
Employees (or their beneficiaries) as specified in this Plan, and to allow the
Company to make certain discretionary contributions as provided in this Plan.

         2. Definitions.

                  Except as otherwise provided herein, the following terms shall
have the definitions hereinafter indicated wherever used in this Plan with
initial capital letters:

                  a. Beneficiary: Any person, entity, or any combination
thereof, designated by an Employee in a written document in substantially the
form of Exhibit 1 attached to this Plan and hereby made a part of this Plan (or
such other form as the Company may designate from time to time), to receive
benefits under this Plan in the event of the Employee's death, or in the absence
of any such designation, his or her estate. The term "Beneficiary" shall include
one or more Beneficiaries, including all contingent Beneficiaries designated.

                  b. Board of Directors: The Company's Board of Directors or
other governing body at any time.

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

                  d. Deferred Compensation Account: shall have the meaning set
forth in Section 8 of this Plan.

                  e. Disability or Disabled: An Employee shall be considered
"Disabled" or to have a "Disability" for purposes of this Plan if he or she is
unable to perform his or her regular duties because of a physical or mental
illness or injury for a period in excess of four (4) months, and his or her
employment terminates as a result of such illness or injury.

                                      -2-
<PAGE>

                  f. Employee or Executive: An Employee of the Company selected
by the Company to participate in this Plan and who has fulfilled the
requirements to participate in this Plan, provided that all Employees herein
shall be members of a select group of management or highly compensated
employees. The term "Executive" shall have the same meaning as the term
"Employee."

                  g. ERISA. The Employee Retirement Income Security Act of 1974,
as amended.

                  h. Participant: The term "Participant" shall have the same
meaning in this Plan as the terms "Employee" and "Executive".

                  i. Participation Agreement: A written document under which an
Employee elects to participate in this Plan, and elects to defer a portion of
his or her compensation, in substantially the form of Exhibit 2 attached to this
Plan and hereby made a part of this Plan (or such other form as the Company may
designate from time to time).

                  j. Plan: This RCM Technologies, Inc. Nonqualified Deferred
Compensation Plan.

         3. Participation in the Plan.

                  a. Employees selected by the Company from time to time shall
be eligible to participate in this Plan. Notwithstanding any other provision
herein, only individuals who are members of a select group of management or
highly compensated employees may participate in this Plan.

                  b. Employees may elect to commence their participation in this
Plan and defer payment of part of their compensation by executing a
Participation Agreement and delivering said Participation Agreement to the
Company.

                                      -3-
<PAGE>
                  c. Each Participation Agreement executed under this Plan shall
specify the total dollar amount (or a percentage) of base salary and
commissions, and the total dollar amount (or a percentage) of the Employee's
annual bonus which is to be deferred for each year. An Employee cannot defer
more than fifty percent (50%) of his or her base salary and commissions, and may
defer up to one hundred percent (100%) of his or her bonus for any year. The
minimum amount that may be deferred in any year is Five Thousand Dollars
($5,000.00). If the Employee is a participant of this Plan for only part of the
year, the minimum amount that may be deferred shall be $416.66 per month. The
amount to be deferred shall be deducted from the compensation otherwise payable
to the Employee.

                  d. At times designated by the Company, each Employee may
execute and deliver a written election with the Company in the form and manner
directed by the Company to increase or decrease the amount deferred hereunder
effective for compensation earned after the date designated in the election
form. Any change in the amount deferred shall only be effective for amounts that
have not yet been earned. If an Employee does not change the amount deferred,
his or her previous election shall continue in effect. In its discretion, the
Company may permit an Employee to execute a new deferral election form any time
(including but not limited to situations in which an employee becomes a
Participant of the Plan after the beginning of the year), provided that any
change in the amount deferred shall only be effective for amounts that have not
yet been earned.

                  e. Employees who had participated in the Plan and who
subsequently terminate their participation may recommence active participation
with the consent of the Company by filing a new Participation Agreement as
allowed by the Company.


                                      -4-
<PAGE>
                  f. All elections provided for in paragraphs (a) through (e) in
this Section, including but not limited to all elections to participate in this
Plan or to increase or decrease amounts deferred, shall only be effective if
filed with or delivered to the Company in the manner requested or directed by
the Company.

         4. Employee Elective Deferrals and Designation of Schedule for Payment
of Benefits.

                  a. During each payroll period in which an Employee has elected
to defer compensation under a Participation Agreement or deferral election form,
the Company shall defer payment of such part of the Employee's compensation as
is specified in the Participation Agreement or deferral election form (herein
the "Employee Elective Deferrals"). Compensation is to be deferred for any
calendar month only if an agreement providing for such deferral has been entered
into before the first day of the month. However, with respect to a new employee,
compensation may be deferred for the calendar month during which the employee
first becomes an employee, if an agreement providing for such deferral is
entered into before the first day on which the employee becomes an employee.

                  b. In addition to designating the amount of his or her
compensation that shall be deferred in a Participation Agreement or a deferral
election form, an Employee may also designate when such amounts shall be paid,
as provided in Section 9 of this Plan.

         5. Company Contributions. In addition to the amounts that are
voluntarily deferred by an Employee, the Company has discretion to defer
additional amounts under this Plan (herein the "Company Contributions"). The
additional amounts may be based on the Company profits for the previous year,
and may be allocated among the Employees based on their respective levels of
compensation. Any Company Contribution shall be credited to the Employee's
Deferred Compensation Account at the time designated by the Company.

                                      -5-
<PAGE>
         6. Earnings Amounts. In addition to the other amounts credited to an
Employee's Deferred Compensation Account, the Company shall also credit (or
reduce) an Employee's Deferred Compensation Account by an amount equal to the
amount that would have been earned (or lost) if the amounts deferred under this
Plan had been invested in hypothetical investments designated by the Employee
from time to time, based on a list of hypothetical investments provided by the
Company from time to time. Such hypothetical earning shall be referred to in
this Plan as the "Earnings Amount"). The Employee shall designate the
investments used to measure the Earnings Amount from the list provided by the
Company, by completing a document in the form of Exhibit 3 attached hereto, or
in such other form as the Company may designate from time to time. The Employee
may change such designations at such times as are permitted by the Company,
provided that the Employee shall be entitled to change such designations at
least quarterly. Earnings Amounts shall be credited to (or deducted from) the
Employee's Deferred Compensation Account at least annually (or more frequently
at the discretion of the Company). Earnings shall be credited (or deducted from)
a Deferred Compensation Account until all payments with respect to such account
have been made under this Plan. The Company shall not be liable or otherwise
responsible for any decrease in an Employee's Deferred Compensation Account
because of the investment performance of the designated assets. The Company, in
its sole and absolute discretion may (or may not) acquire any particular
investment product or any other instrument or otherwise invest any amount to
provide the funds from which it can satisfy its obligations to make benefit
payments under this Plan. To the extent that an Employee or his or her
Beneficiary acquires a right to receive payments from the Company under the
provisions hereof, such right shall be no greater than the right of any
unsecured general creditor of the Company.

                                      -6-
<PAGE>
         7. Vesting of Company Contributions and Earnings Thereon. An Employee
shall be one hundred percent (100%) vested at all times in his or her Employee
Elective Deferrals and the Earnings thereon.

         In regards to the Company Contributions and Earnings thereon, an
Employee shall be one hundred percent (100%) vested in any given plan year
Company Contribution when the Employee has completed three (3) consecutive Years
of Service with the Company as a Participant of this Plan immediately after the
year for which the contribution is made, and he or she remains an employee on
January 1 of the next year. For the purpose of determining the vesting for
Company Contributions, each plan year Company Contribution shall be considered
separately and have its own vesting schedule. No Years of Service with the
Company prior to becoming a participant under this Plan shall be considered for
purposes of this Plan. A "Year of Service" shall mean a calendar year after
December 31, 2000 in which the Employee works at least one thousand (1,000)
hours for the Company. If an Employee's employment with the Company terminates
before he or she has completed at least three (3) consecutive Years of Service
as a Participant under this Plan immediately after the year for which the
contribution is made (or if he or she is not an employee on January 1 of the
next year), the Employee shall have no interest whatsoever in such contribution
and any Earnings thereon (in other words, any interest the Employee may have had
shall be forfeited).

         As an example, assume that the Company reviews its results for the
calendar year ending December 31, 2001, and as a result, in March of 2002,
elects to make a Company Contribution. In order to vest in such contribution
(and the Earnings thereon) the Employee would need to complete three (3)
consecutive Years of Services in the next three years (in 2002, 2003, and 2004)
and be an employee on January 1 of the next year, in which case the Employee
would vest in the contribution with respect to 2001 on January 1, 2005; if the

                                      -7-
<PAGE>

Employee's employment terminated before he or she completed such three Years of
Service, or if he or she was not an employee on January 1, 2005, the Employee
would forfeit any interest in such contribution and the Earnings thereon.
Similarly, if a Company Contribution is made for the plan year ended December
31, 2002, the Employee must complete three (3) consecutive Years of Service (in
2003, 2004 and 2005) and continue to be an employee on January 1, 2006.

         The portion of an Employee's Deferred Compensation Account that is
vested under this Plan shall be referred to as the "Vested Deferred Compensation
Account." Notwithstanding any other provision herein, Company Contributions and
Earnings thereon previously credited to an Employee's Deferred Compensation
Account shall vest automatically if:

         (i)      the Employee dies while he or she is a full-time employee of
                  the Company;

         (ii)     the Employee becomes Disabled while he or she is a full-time
                  employee of the Company;

         (iii)    there is a "Change of Control" as defined in this Section 7;
                  or

         (iv)     the Company voluntarily terminates this Plan with respect to
                  all Employees, as provided in Section 12 hereof.

         For purposes of this Section 7 (and Section 9 hereof), a "Change of
Control" is deemed to occur upon:

         (a)      the purchase or other acquisition by any person, entity or
                  group of persons, within the meaning of section 13(d) or 14(d)
                  of the Securities Exchange Act of 1934 (the "Act"), or any
                  comparable successor provisions, of beneficial ownership
                  (within the meaning of Rule 13d-3 promulgated under the Act)
                  of more than 50 percent of either the outstanding shares of
                  common stock or the combined voting power of the Company's
                  then outstanding voting securities entitled to vote generally,
                  or

         (b)      the approval by the stockholders of Company of a
                  reorganization, merger, or consolidation, in each case, with
                  respect to which persons who were stockholders of company


                                      -8-
<PAGE>
                  immediately prior to such reorganization, merger or
                  consolidation do not, immediately thereafter, own more than 50
                  percent of the combined voting power entitled to vote
                  generally in the election of directors of the reorganized,
                  merged or consolidated Company's then outstanding securities,
                  or

         (c)      a liquidation or dissolution of the Company or the sale of all
                  or substantially all of Company's assets.

         8. Deferred Compensation Account.

         The Company shall cause to be established for each Employee a
bookkeeping account (the "Deferred Compensation Account") to provide a
convenient method of measuring the Company's obligation to each Employee under
this Plan. The Company shall record in each account the amounts equal to the
Employee Elective Deferrals, the Company Contributions, and the related Earnings
Amounts. Deferred Compensation Accounts shall at all times remain a part of the
general assets of the Company and shall remain available for the payment of
Company obligations.

                  Neither the existence of this Plan nor any Deferred
Compensation Account shall be deemed to create a trust. Any trust referred to in
this Plan or created by the Company in connection with this Plan, and any assets
held by the trust to assist the Company in meeting its obligations under this
Plan, will constitute on unfunded arrangement for tax purposes and for purposes
of Title I of ERISA. Neither the existence of this Plan nor any Deferred
Compensation Account shall entitle any Employee, Beneficiary or other person to
a claim or lien against the assets of a Deferred Compensation Account or any
other assets of the Company. The Employee and his or her Beneficiary shall have
only the rights of an unsecured general creditor in regard to receiving the
benefits payable under this Plan.

         9. Benefit Payments.


                  a. Payments Based on Designated Schedule(s). In addition to
designating the amount to be deferred, on each Participation Agreement and


                                      -9-
<PAGE>

deferral election form, the Employee may designate (among a list of options
provided by the Company) when the benefits (equal to the Employee's Vested
Deferred Compensation Account balance) will be paid under this Plan. At a
minimum, Employees will have the option to have the vested amounts paid at
normal retirement age (hereby designated as age 55), at termination of
employment before retirement, and/or at four designated times prior to
retirement (thus, up to four "in service" distributions can be specified). To
the extent provided in the applicable Participation Agreement or deferral
election form, the vested amount may be paid out in a lump sum or over a
specified period of years. The method of distribution can be changed by the
Employee (in a manner permitted by the Company) at any time more than a year
before the original designated distribution date.

                  b. Payment on Early Termination. Notwithstanding any other
designation by an Employee, if the Employee terminates employment with the
Company at any time before attaining normal retirement age for any reason
(including Disability, voluntary resignation, termination without cause, or
termination with cause), an amount equal to the amount of the Employee's Vested
Deferred Compensation Account at the time shall be paid to the Employee promptly
in a lump sum, and the Company shall have no further liability hereunder. In the
event the Employee dies, an amount equal to the Employee's Deferred Compensation
Account shall be paid to the Employee's designated Beneficiary.

                  c. Payment Upon a Change of Control. Notwithstanding any other
provision herein, if there is a "Change of Control" (as defined in Section 7
hereof), an amount equal to the Employee's Vested Deferred Compensation Account
shall be paid to the Employee promptly in a lump sum, and the Company shall have
no further liability hereunder.


                                      -10-
<PAGE>

                  d. Unforeseeable Emergency. In addition, an Employee may
request in writing from the Company, a payment described in this paragraph
because of an unforeseeable emergency. For purposes of this Plan, an
unforeseeable emergency is defined as an unanticipated emergency that is caused
by an event beyond the control of the Employee or Beneficiary and that would
result in severe financial hardship to the individual if early withdrawal were
not permitted. Any early withdrawal approved by the Company is limited to the
amount necessary to meet the emergency, and will reduce the Employee's Vested
Deferred Compensation Account on a dollar-for-dollar basis.

                  e. Withholding. Notwithstanding any other provision herein,
the Company shall be entitled to withhold from any amount payable hereunder any
amount required to be withheld for income, employment or other taxes.

                  f. Payment Only from Company Assets. Any payment of benefits
to an Employee or his or her Beneficiary shall be made from assets which shall
continue, for all purposes, to be a part of the general assets of the Company;
no person shall have or acquire any interest in such assets by virtue of the
provisions of this Plan. To the extent that an Employee or his or her
Beneficiary acquires a right to receive payments from the Company under the
provisions hereof, such right shall be no greater than the right of any
unsecured general creditor of the Company. This Plan constitutes a mere promise
by the Company to make benefit payments in the future.

                  g. Beneficiaries. An Employee may designate his or her
Beneficiary or Beneficiaries to receive the amounts as provided herein after his
or her death by delivering a writing to the Company in substantially the form of
Exhibit 1 attached hereto, designating a beneficiary or beneficiaries. In the
absence of such a designation, the Company shall pay any such amount to the
Employee's estate.

                                      -11-
<PAGE>

         10. Administration of the Plan and Claims Procedure.

                  a. Determinations. The Company, or a committee designated by
the Company, shall make all determinations as to rights to benefits under this
Plan. The Company (or its designee) shall have full power and authority to
interpret, construe and administer this Plan. The interpretation and
construction of this Plan by the Company (or its designee), and any action taken
pursuant thereto, shall be binding and conclusive upon all parties in interest.

                  b. Reports. The Company shall provide each Employee with a
statement reflecting the amount of the Employee's Deferred Compensation Account
on at least an annual basis.

                  c. No Liability. No employee, agent, officer or director of
the Company (or its designee) shall, in any event, be liable to any person for
any action taken or omitted to be taken in connection with the interpretation,
construction or administration of this Plan, so long as such action or omission
to act be made in good faith.

                  d. Designation of Committee. The Company hereby designates the
Company's Deferred Compensation Committee (the "Committee") to administer this
Plan. Said Committee shall have all the authority as is granted to the Company
under the terms of this Plan for the administration of this Plan in accordance
with its terms and in ruling on such questions arising out of the
administration, interpretation and application of the Plan. This Committee may
approve or disapprove all Participation Agreements and elections in connection
therewith, and make all other determinations hereunder. Members of the Committee
may participate in the Plan, but no member of the Committee shall be entitled to
make decisions which relate solely to his or her own participation. The Company


                                      -12-
<PAGE>


reserves the right to designate a different committee to administer this Plan
from time to time, or to make any determinations directly at any time. If no
such committee is designated at any time, such functions, as appropriate, may be
conducted by the Company's Board of Directors. The Company's Board of Directors
hereby reserves the right to revoke such designation at any time and to make
other designations (and to revoke such designations) at any time.

                  e. Claims Procedure. The following provisions are hereby made
a part of this Plan and are intended to meet the requirements of ERISA:

                     (1) The named fiduciary under this Plan is the Company.

                     (2) This Plan is unfunded. The Employees shall defer
certain amounts under this Plan, but all benefits shall be paid from the
Company's general assets which at all times shall remain subject to the claims
of the Company's general creditors.

                     (3) Direct payment by the Company is the basis of payment
of benefits under this Plan.

                     (4) The following claims procedures shall apply for
purposes of this Plan. Any and all persons presenting claims hereunder
(individually or collectively, "Claimant") must follow these procedures:

                         (a) For claims procedure purposes, the "Claims Manager"
shall be the chairperson of the Committee (or the chairperson of any other
committee designated by the Company to administer this Plan, or a designated
member of the Board of Directors of the Company).

                         (b) A Claimant shall make a claim for benefits
hereunder by submitting a written claim to the Company (or its designee) in
accordance with any procedures and guidelines established from time to time by
the Company, and in the absence of any specific procedures or guidelines shall
be delivered in the manner set forth herein for providing notice to the Company
under this Plan. The Claims Manager shall decide whether the claim shall be
allowed, and the following claims procedure shall apply:

                                      -13-

<PAGE>

                             (i) If for any reason a claim for benefits under
this Plan is denied by the Claims Manager, the Claims Manager shall deliver to
the Claimant a written explanation setting forth: the specific reason or reasons
for the denial; specific references to pertinent Plan provisions; a description
of any additional material or information necessary for the Claimant to perfect
the claim and an explanation of why such material or information is necessary;
and appropriate information as to the steps to be taken if the Claimant wishes
to submit his or her claim for review, all written in a manner calculated to be
understood by the Claimant. For this purpose:

                                 (A) The Claimant's claim shall be deemed filed
when delivered in writing as provided herein.

                                 (B) The Claims Manager's explanation shall be
in writing delivered to the Claimant within 90 days of the date the claim is
filed, unless special circumstances require an extension of time for processing
the claim. If such an extension of time for processing is required, written
notice of the extension shall be furnished to the Claimant prior to the
termination of the initial 90 days from the end of such initial period. The
extension notice shall indicate the special circumstances requiring an extension
of time and the date by which the Claims Manager expects to render the final
decision.

                             (ii) The Claimant shall have 60 days following his
or her receipt of the denial of the claim to file with the Claims Manager a
written request for review of the denial. For such review, the Claimant or his
or her representative may review pertinent documents and submit issues and
comments in writing.

                                      -14-

<PAGE>


                             (iii) On review, a decision shall be made within 60
days after the Claims Manager's receipt of the request for review, unless
special circumstances require an extension of time for processing, in which case
a decision shall be rendered as soon as possible, but not later than 120 days
after receipt of the request for review. If such an extension of time for review
is required because of special circumstances, written notice of the extension
shall be furnished to the Claimant prior to the commencement of the extension.
The decision on review shall be in writing and shall include specific reasons
for the decision, written in a manner calculated to be understood by the
Claimant, as well as specific references to the pertinent Plan provisions on
which the decision is based. If the decision on review is not furnished within
such time, the claim shall be deemed denied on review. The Claims Manager may
designate an appropriate person to review the claim, who may be a member of the
Committee or the Company's Board of Directors.

         11. Non-Assignability of Benefits. Neither any Employee nor any
Beneficiary under this Plan shall have any power or right to transfer, assign,
anticipate, hypothecate or otherwise encumber any part or all of the amounts
payable hereunder. Such amounts shall not be subject to seizure by any creditor
of an Employee or any Beneficiary hereunder, by a proceeding at law or in
equity, nor transferable by operation of law in the event of the bankruptcy or
insolvency of any Employee or any Beneficiary hereunder. Any such attempted
assignment or transfer shall be void and shall terminate the Employee's
participation in this Plan; the Company shall thereupon have no further
liability hereunder with respect to such Employee and his or her Beneficiary.


                                      -15-

<PAGE>


         12. Amendment and Termination. This Plan may not be amended, altered or
modified, retroactively, except by a written instrument signed by the Company
and the impacted Employees or their respective successors. The Company may
amend, alter, modify or terminate this Plan on a prospective basis at any time,
provided further that no such modification or termination shall adversely affect
an Employee's entitlement to benefits attributable to vested amounts credited to
his or her Deferred Compensation Account prior to the modification or
termination of this Plan.

         13. Impact on Other Benefits. Except as otherwise required by the Code
or any other applicable law, this Plan and the benefits provided herein are in
addition to all other benefits which may be provided by the Company to the
Employees from time to time, and shall not reduce, replace or otherwise cause
any reduction, in any manner, with regard to any of such other benefits. In no
event shall any provision herein be deemed to amend or modify any employment
agreement between the Company and any Employee, and no provision herein shall be
deemed to entitle any Employee to continued employment with the Company.

         14. Notices. Any notice or other communication required or permitted
under this Plan shall be in writing and, if directed to the Company, shall be
sent by United States certified mail, return receipt requested, postage prepaid,
addressed to: RCM Technologies, Inc., 277 Fairfield Road, Fairfield, NJ 07004,
Attn: Mr. Kevin Miller, Sr. V.P. Corporate Development, and, if directed to an
Employee or to a Beneficiary, may be hand-delivered or mailed to such Employee
or Beneficiary at the last known address for such person as it appears in the
Company's records. A notice or other communication sent by United States
certified mail, return receipt requested, postage prepaid, addressed as provided
above, shall be deemed to have been given on the next business day after
mailing.


                                      -16-

<PAGE>


         15. Tax Withholding. The Company shall have the right to deduct from
all payments made under this Plan any federal, state or local taxes required by
law to be withheld with respect to such payments.

         16. Governing Law. This Plan shall be governed by and construed in
accordance with the laws of the State of Nevada without regard to its conflict
of law rules.

         IN WITNESS WHEREOF, the Company has executed and adopted this Plan as
of the Effective Date.

                                            RCM TECHNOLOGIES, INC.




                                            By:_________________________________

                                                 Print Name:____________________

                                                 Print Title:___________________




                                      -17-

<PAGE>



         RCM TECHNOLOGIES, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN
                                    EXHIBIT 1
                             BENEFICIARY DESIGNATION


Employee:___________________________     Social Security No.:___________________

Address:____________________________     Date of Birth:_________________________

____________________________________

                CAREFULLY READ THE INSTRUCTIONS FOUND ON THE BACK
                         OF THIS FORM BEFORE PROCEEDING.

I, _______________________________, hereby designate the following individual(s)
or entity(ies) as my beneficiary(ies) pursuant to the RCM Technologies, Inc.
Plan (Insert Name, Social Security Number, Relationship, Date of Birth and
Address of Individuals and fully identify any Trusts by the Name of the Trust,
Date of Execution, the Trustee's Name and Address, and the Company
Identification Number of the Trust):

Primary Beneficiary(ies)

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

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

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

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

Contingent Beneficiary(ies)

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

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

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

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


                 THE RIGHT TO REVOKE OR CHANGE THIS BENEFICIARY
                         DESIGNATION IS HEREBY RESERVED.

Date:______________________________        ____________________________________
                                           Signature of Employee

Received and acknowledged this _____ day of _____________, ______:

                             RCM TECHNOLOGIES, INC.


                             By:_________________________________________

                                Print Name:______________________________

                                Print Title:_____________________________
                             "Company"



                                      -18-


<PAGE>



           INSTRUCTIONS FOR COMPLETION OF BENEFICIARY DESIGNATION FORM

As an Employee in the RCM Technologies, Inc. Nonqualified Deferred Compensation
Plan, you are entitled to designate a beneficiary who will receive your benefits
under the Plan in the event of your death. We recommend that you consult your
attorney concerning the completion of this form to assure that the desired
federal tax consequences are achieved.

This form should be executed in triplicate. All three copies must be mailed or
delivered to the following address:

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

One copy will be returned to you, and it should be kept with your other
important documents.

If no Primary Beneficiary is alive when the payment becomes due, the benefits
will be paid in equal shares to those of the Contingent Beneficiaries who are
alive when the payment becomes due.

If you fail to designate a beneficiary, or if no designated beneficiaries are
alive when the payment becomes due, or if insufficient information is available
to reasonably determine your intent, the death benefits under the Plan will be
paid to your estate.



   THIS BENEFICIARY DESIGNATION DOES NOT ALTER OR MODIFY THE PROVISIONS OF THE
 PLAN. IN THE EVENT THAT THIS FORM INADVERTENTLY CONFLICTS WITH THE PROVISIONS
             OF THE PLAN, THE PROVISIONS OF THE PLAN SHALL CONTROL.







                                      -19-


<PAGE>


         RCM TECHNOLOGIES, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN
                                    EXHIBIT 2
                             PARTICIPATION AGREEMENT


Name of Employee: _____________________________

Employee's Address: ___________________________
                    ___________________________

Employee's Social Security Number: _______________

                         I. EMPLOYEE ELECTIVE DEFERRALS





                                      -20-


<PAGE>

         RCM TECHNOLOGIES, INC. NONQUALIFIED DEFERRED COMPENSATION PLAN
                                    EXHIBIT 3

                           INVESTMENT DESIGNATION FORM





                         RCM Deferred Compensation Plan
                            Enrollment Election Form
                Please complete all sections of this form if you are deferring
pay, bonus, or both.

Personal Information
Name:                                     Address:
       --------------------------------           ------------------------------
S.S. #
       --------------------------------           ------------------------------

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

Deferral Election
<TABLE>
<CAPTION>

<S>                       <C>                                  <C>       <C>
I hereby elect to defer:           ____________%               and/or          ____________%

                          of 2001 Base Salary/Commissions                Bonus(es) Payable in 2001
                          ------------------------------------          ---------------------------------
</TABLE>

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

Designation of Deferral Accounts

I understand that I may designate to have my deferrals allocated to a Retirement
Account and up to four In-service Accounts to be distributed to me upon
attaining a pre-selected year (life event) such as college tuition payments,
balloon mortgage payment, etc. I am not required to designate all four
In-service Accounts in the initial Plan year. In succeeding Plan years I may
designate additional In-service Accounts as long as I do not exceed a total of
four of these Deferral Accounts at any time.

Please indicate below your choices below. Your deferral allocation percentages
must add to 100%.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
                                 % of Deferral
Account                            Allocated       Distribution Year              Payout Mode
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                <C>             <C>                            <C>
                                                                                  ___  Lump Sum
Retirement                         _______%        At Retirement                  ___  10 Annual Installments
                                                                                  ___  15 Annual Installments
- -----------------------------------------------------------------------------------------------------------------------------

In-service Account 1               _______%        January, 20__                  ___  Lump Sum
                                                                                  ___  4 Annual Installments
- -----------------------------------------------------------------------------------------------------------------------------

In-service Account 2               _______%        January, 20__                  ___  Lump Sum
                                                                                  ___  4 Annual Installments
- -----------------------------------------------------------------------------------------------------------------------------

In-service Account 3               _______%        January, 20__                  ___  Lump Sum
                                                                                  ___  4 Annual Installments
- -----------------------------------------------------------------------------------------------------------------------------

In-service Account 4               _______%        January, 20__                  ___  Lump Sum
                                                                                  ___  4 Annual Installments
- -----------------------------------------------------------------------------------------------------------------------------
                        Total     _______%         (Must total 100%)
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

- --------------------------------------------------------------------------------
Retirement

   I request that my deferrals be credited as follows (in 1% increments)

- --------------------------------------------------------------------------------
 Investment Election               Fund Classification            1% Increments
 -------------------               -------------------            -------------

 Federated Money Market Trust         Money Market                  __________
 Vanguard GNMA                        Government Bond               __________
 Van Kampen Equity Income             Domestic Hybrid               __________
 MFS Capital Opportunities            Large Blend                   __________
 Smith Barney Aggressive Income       Large Growth                  __________
 Legg Mason Value                     Large Value                   __________
 INVESCO Dynamics                     Mid Cap Stock                 __________
 Delaware Trend                       Small Cap Stock               __________
 Putnam International Voyager         Foreign Stock                 __________
 MFS Global Growth                    Global Growth                 __________
                                                                       100%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
In-service Account 1

   I request that my deferrals be credited as follows (in 1% increments)

- --------------------------------------------------------------------------------
 Investment Election               Fund Classification            1% Increments
 -------------------               -------------------            -------------

 Federated Money Market Trust         Money Market                  __________
 Vanguard GNMA                        Government Bond               __________
 Van Kampen Equity Income             Domestic Hybrid               __________
 MFS Capital Opportunities            Large Blend                   __________
 Smith Barney Aggressive Income       Large Growth                  __________
 Legg Mason Value                     Large Value                   __________
 INVESCO Dynamics                     Mid Cap Stock                 __________
 Delaware Trend                       Small Cap Stock               __________
 Putnam International Voyager         Foreign Stock                 __________
 MFS Global Growth                    Global Growth                 __________
                                                                       100%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
In-service Account 2

   I request that my deferrals be credited as follows (in 1% increments)

- --------------------------------------------------------------------------------
 Investment Election               Fund Classification            1% Increments
 -------------------               -------------------            -------------

 Federated Money Market Trust         Money Market                  __________
 Vanguard GNMA                        Government Bond               __________
 Van Kampen Equity Income             Domestic Hybrid               __________
 MFS Capital Opportunities            Large Blend                   __________
 Smith Barney Aggressive Income       Large Growth                  __________
 Legg Mason Value                     Large Value                   __________
 INVESCO Dynamics                     Mid Cap Stock                 __________
 Delaware Trend                       Small Cap Stock               __________
 Putnam International Voyager         Foreign Stock                 __________
 MFS Global Growth                    Global Growth                 __________
                                                                       100%
- --------------------------------------------------------------------------------




<PAGE>

- --------------------------------------------------------------------------------
In-service Account 3

   I request that my deferrals be credited as follows (in 1% increments)

- --------------------------------------------------------------------------------
 Investment Election               Fund Classification            1% Increments
 -------------------               -------------------            -------------


 Federated Money Market Trust         Money Market                  __________
 Vanguard GNMA                        Government Bond               __________
 Van Kampen Equity Income             Domestic Hybrid               __________
 MFS Capital Opportunities            Large Blend                   __________
 Smith Barney Aggressive Income       Large Growth                  __________
 Legg Mason Value                     Large Value                   __________
 INVESCO Dynamics                     Mid Cap Stock                 __________
 Delaware Trend                       Small Cap Stock               __________
 Putnam International Voyager         Foreign Stock                 __________
 MFS Global Growth                    Global Growth                 __________
                                                                       100%
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
In-service Account 4

   I request that my deferrals be credited as follows (in 1% increments)

 Investment Election               Fund Classification            1% Increments
 -------------------               -------------------            -------------

 Federated Money Market Trust         Money Market                  __________
 Vanguard GNMA                        Government Bond               __________
 Van Kampen Equity Income             Domestic Hybrid               __________
 MFS Capital Opportunities            Large Blend                   __________
 Smith Barney Aggressive Income       Large Growth                  __________
 Legg Mason Value                     Large Value                   __________
 INVESCO Dynamics                     Mid Cap Stock                 __________
 Delaware Trend                       Small Cap Stock               __________
 Putnam International Voyager         Foreign Stock                 __________
 MFS Global Growth                    Global Growth                 __________
                                                                       100%
- --------------------------------------------------------------------------------

ACKNOWLEDGMENT:
I understand that my right to receive payments from my Account is a claim
against the general assets of the Company as an unsecured general creditor. I
hereby acknowledge that my election to defer Compensation under the Plan is
irrevocable with respect to amounts that are deferred under the Plan.

Signature:  __________________________________ Date:  ________________________
Print Name:  ______________________________________




                                      -21-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EXHIBIT 5
<TEXT>


<PAGE>
                                                                      EXHIBIT 5
                      [Schreck Brignone Godfrey Letterhead]

December 21, 2000

RCM Technologies, Inc.
2500 McClellan Avenue
Suite 350
Pennsauken, New Jersey  08109-4613

        Re: Registration Statement on Form S-8
            ----------------------------------

Ladies and Gentlemen:

         We have acted as special Nevada counsel to RCM Technologies, Inc., a
Nevada corporation (the "Registrant") in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), relating to the registration of
certain deferred compensation obligations (the "Deferred Compensation
Obligations") to be issued in connection with the Registrant's Nonqualified
Deferred Compensation Plan (the "Plan"). All capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the Plan.

         In rendering the opinions hereinafter expressed, we have made such
legal and factual examinations and inquiries as we have deemed necessary and
appropriate, including an examination of originals or copies certified or
otherwise identified to our satisfaction as being true reproductions of
originals, of all documents, records, agreements and other instruments as we
have deemed relevant, including (a) the Registration Statement, (b) the
Registrant's Amended and Restated Articles of Incorporation and Amended and
Restated Bylaws, (c) certain records of the Registrant's corporate proceedings
as reflected in its minute books, and (d) the Plan. We have also obtained from
officers and agents of the Registrant and from public officials, and have relied
upon, such certificates, representations and assurances as we have deemed
necessary and appropriate for purposes of this opinion.

         Without limiting the generality of the foregoing, in our examination,
we have assumed without independent verification, that (i) each of the parties
thereto has duly and validly executed and delivered each document to which it is
a party, including, without limitation, the Plan, (ii) each natural person
executing a document has sufficient legal capacity to do so, (iii) all documents
submitted to us as originals are authentic, the signatures on all documents that
we examined are genuine, and all documents submitted to us as certified,
conformed, photostatic or facsimile copies conform to the original document, and
(iv) all corporate records made available to us by the Registrant and all public
reviewed are accurate and complete.

<PAGE>
         We have further assumed that, prior to the incurrence of the Deferred
Compensation Obligations by the Company as referenced in the opinion below, (i)
the Company will have selected of its employees ("Participants") to participate
in the Plan, (ii) each Participant selected by the Company will have fulfilled
the requirements to participate in the Plan, and (iii) each such qualified
Participant will have elected to participate in the Plan by duly and validly
executing and delivering a Participation Agreement.

         We are qualified to practice law in the State of Nevada. The opinions
set forth herein are expressly limited to the laws of the State of Nevada and we
do not purport to be experts on, or to express any opinion herein concerning, or
to assume any responsibility as to the applicability to or the effect on any of
the matters covered herein of, the laws of any other jurisdiction. We express no
opinion concerning, and we assume no responsibility as to laws or judicial
decisions related to, or any orders, consents or other authorizations or
approvals as may be required by, any federal law, including any federal
securities law, or any state securities of "blue sky" laws.


         Based upon the foregoing, and having regard to legal considerations and
other information that we deem relevant, we are of the opinion that, when
incurred for the benefit of Participants in accordance with the provisions of
the Plan, the Deferred Compensation Obligations will be valid and binding
obligations of the Company, enforceable in accordance with their terms except as
enforcement thereof may be limited by bankruptcy, insolvency, reorganization and
other laws of general applicability relating to or affecting enforcement of
creditors' rights, general principles of equity, or the exercise of judicial
discretion in accordance with Nevada court decisions and statutes.


         We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and the reference to this firm therein under the caption
"Legal Matters". In giving this consent, we do not admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission promulgated thereunder.

                                 Very truly yours,


                                 SCHRECK BRIGNONE GODFREY


                                      S-5



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>EXHIBIT 23.2
<TEXT>


<PAGE>




Exhibit 23.2





               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



We have issued our reports dated December 15, 1999, accompanying the 1999
consolidated financial statements included in the Annual Report of RCM
Technologies, Inc. on Form 10-K for the fiscal year ended October 31, 1999. We
hereby consent to the incorporation by reference of said report in the
Registration Statement of RCM Technologies, Inc. on Form S-8, regarding the
Nonqualified Deferred Compensation Plan, to be filed on or about December 21,
2000.



GRANT THORNTON LLP
Philadelphia, Pennsylvania
December 19, 2000


                                      S-6
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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