<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>sixthamendloanagreement.txt
<DESCRIPTION>SIXTH AMENDMENT  TO LOAN  AGREEMENT
<TEXT>
                       SIXTH AMENDMENT AND MODIFICATION TO
                           LOAN AND SECURITY AGREEMENT



                                 by and between

                           MELLON BANK, N.A., as Agent
                                       AND
         RCM TECHNOLOGIES, INC. and ALL OF ITS SUBSIDIARIES, as Borrower

                          Dated: As of October 10, 2001








<PAGE>

                                    1

                       SIXTH AMENDMENT AND MODIFICATION TO
                           LOAN AND SECURITY AGREEMENT


         This SIXTH AMENDMENT AND MODIFICATION TO LOAN AND SECURITY AGREEMENT
("Amendment") is dated as of October 10, 2001, by and between RCM TECHNOLOGIES,
INC. ("RCM"), and ALL OF ITS SUBSIDIARIES (collectively referred to as
"Borrower") and MELLON BANK, N.A., a national banking association, in its
capacity as agent ("Agent") and MELLON BANK, N.A. ("Mellon"), MELLON BANK, N.
A., CANADA BRANCH, SUNTRUST BANK, ATLANTA, BANK OF AMERICA, N.A., FLEET NATIONAL
BANK AND FIRST UNION NATIONAL BANK (as successor by assignment from ALLFIRST
BANK), in their capacity as lenders (collectively referred to as "Lender").


                                   BACKGROUND

         A. Pursuant to the terms of a certain Loan and Security Agreement dated
August 19, 1998, between Borrower and Lender as same has been amended ("Loan
Agreement"), Lender made available to Borrower a revolving line of credit in the
aggregate amount of $75,000,000.00 (the "Revolving Credit").

         B. The Revolving Credit is evidenced by certain Revolving Credit Notes
dated August 19, 1998, from Borrower to Lender in the aggregate amount of
$75,000,000.00 ("Revolving Credit Notes").

         C. Borrower has requested that Lender modify certain covenants
contained in the Loan Agreement, and Lender has agreed to modify those certain
covenants subject to the terms and conditions of this Amendment.

         All capitalized terms used herein without further definition shall have
the respective meaning set forth in the Loan Agreement and all other Loan
Documents.

         NOW, THEREFORE, with the foregoing Background incorporated by reference
and intending to be legally bound hereby, the parties agree as follows:

     1. Loan Agreement. The following amendments and modifications shall be made
to the Loan Agreement and shall be effective upon execution hereof:

                  a. Certain definitions contained in Section 1. 1 of the Loan
                     Agreement shall be amended and/or added as follows:

                     (1) EBITDA  shall be deleted in its entirety and replaced
                         as follows:
                                    -------



<PAGE>

                                     10

     EBITDA - The sum of (i) Net Income before interest, taxes, depreciation and
amortization,  (ii) Additional Net Restructuring Charges (hereinafter  defined),
and (iii) other  non-cash  charges  approved by Majority  Lenders which approval
will not be  unreasonably  withheld.  (In no event  shall any charge  related to
goodwill  taken  by  Borrower  after  December  31,  2001  be  considered  as an
adjustment to EBITDA).

   (2)      Net Worth shall be deleted in its entirety and replaced as follows:
---------------------------         ---------

                                    TangibleNet Worth - The amount by which the
                                            total assets of the Borrower exceeds
                                            all Liabilities of the Borrower.
                                            (For purposes of this calculation,
                                            the aggregate amount of any
                                            intangible assets of the Borrower
                                            including without limitation,
                                            goodwill, franchises, licenses,
                                            patents, trademarks, trade names,
                                            copyrights, service marks and brand
                                            names, shall be subtracted from the
                                            Borrower's total assets).

  (3)Minimum Net Worth shall be deleted in its entirety and replaced as follows:
                                    ------------------

                                 Minimum    Tangible Net Worth - RCM's
                                            consolidated Tangible Net Worth
                                            shall be (i) $4,000,000.00 as of
                                            June 30, 2001, plus (ii)
                                            seventy-five percent (75%) of
                                            quarterly Net Income thereafter
                                            (determined without taking the
                                            Additional Net Restructuring Charge
                                            into account and with no credit for
                                            losses) (the "Net Income
                                            Component"), plus (iii) one hundred
                                            percent (100%) of the Income Tax
                                            Benefit (hereinafter defined), less
                                            (iv) the sum of (A) the Existing
                                            Additional Deferred Consideration
                                            Payments (hereinafter defined) paid
                                            on or after July 1, 2001, plus (B)
                                            the New Acquisition Consideration
                                            Payments (hereinafter defined) paid
                                            on or after July 1, 2001, provided
                                            that the reductions pursuant to
                                            clauses (A) and (B) of clause (iv)
                                            shall not in the aggregate exceed
                                            the increase in Minimum Tangible Net
                                            Worth arising from the Net Income
                                            Component.

                           (4)      Additional Net Restructuring Charge - A one
                                    time deduction of goodwill to be taken by
                                    RCM during its fiscal year ending December
                                    31, 2001, up to an amount not to exceed
                                    $35,000,000.00.

     (5) Income Tax  Benefit - The net amount by which  Borrower's  Federal  and
State  ------------------  income tax obligations are reduced as a result of the
Borrower  deducting all or a portion of the Additional Net Restructuring  Charge
on its Federal and State income tax returns for its taxable year ending December
31,  2001,  and by  giving  effect  to the net  tax  effect  of any  adjustments
increasing or decreasing  such  deduction  subsequent to its taxable year ending
December 31, 2001.

                           (6)      Existing Additional Deferred Consideration
                                    Payments - Deferred and/or contingent cash
                                    consideration paid by the Borrower on or
                                    before December 31, 2003 (or payable on or
                                    before December 31, 2003 and paid within 120
                                    days of its due date), up to an amount not
                                    to exceed $12,000,000.00 in the aggregate,
                                    in connection with any Acquisition closed
                                    prior to July 1, 2001, including without
                                    limitation (i) fixed pre-set amounts paid as
                                    a result of the achievement of a defined
                                    level of earnings by the acquired business
                                    following the closing of such Acquisition,
                                    and (ii) additional amounts paid following
                                    closing which arise as a result of earnings
                                    achieved by the acquired business in excess
                                    of defined levels. (In no event shall
                                    payments made in consideration of consulting
                                    services, agreements-not-to-compete or
                                    similar arrangements be considered Existing
                                    Additional Deferred Consideration Payments).

                           (7)      New Acquisition Consideration Payments. Cash
                                    consideration paid at closing and deferred
                                    and/or contingent consideration paid by the
                                    Borrower up to an amount not to exceed
                                    $3,000,000.00 in the aggregate, in
                                    connection with any Acquisition closed after
                                    July 1, 2001, including without limitation
                                    (i) fixed pre-set amounts paid as a result
                                    of the achievement of a defined level of
                                    earnings by the acquired business following
                                    the closing of such Acquisition, and (ii)
                                    additional amounts paid following closing
                                    which arise as a result of earnings achieved
                                    by the acquired business in excess of
                                    defined levels. (In no event shall payments
                                    made in consideration of consulting services
                                    be considered New Acquisition Consideration
                                    Payments).

                  b.       Section 6.9(d) of the Loan Agreement shall be
                           amended and restated in its entirety as follows:

                                    RCM shall maintain, on a consolidated basis,
                                    a Tangible Net Worth no less than the
                                    Minimum Tangible Net Worth.

                  c.                Section 2.7 of the Loan Agreement shall be
                                    amended by adding the following sentence.
                                    The total cash consideration paid or owed by
                                    the Borrower in connection with all
                                    Acquisitions closed after July 1, 2001
                                    during the term of this Agreement shall not
                                    exceed $3,000,000.00, in the aggregate. (For
                                    purposes of this Section 2.7, cash
                                    consideration paid or owed for consulting
                                    services, agreements not to compete or
                                    similar arrangements shall be considered
                                    paid or owed in connection with an
                                    Acquisition).

         2. Affirmation of Collateral. Borrower covenants, confirms and agrees
that as security for the repayment of the Obligations, Lender has, or is hereby
granted and shall therefore have and continue to have, a continuing first
priority lien on and security interest in all of the Collateral, all whether now
existing or hereafter acquired, created or arising and all proceeds thereof,
except to the extent otherwise provided in the Loan Agreement. Borrower
acknowledges and agrees that nothing herein contained in any way impairs
Lender's existing rights or priority in the Collateral.

         3.       Representations and Warranties.
                    Borrower warrants and represents to Lender that:
                  ------------------------------

                  a. Prior Representations. By execution of this Amendment,
Borrower reconfirms that all warranties and representations made to Lender under
the Loan Agreement and the other Loan Documents, as supplemented by the notes to
Financial Statements included in the Borrower's Form 10K dated December 31, 2000
and the Borrower's Form 10Q dated June 30, 2001, are true and correct in all
material respects as of the date hereof, all of which shall be deemed continuing
until all of the Obligations to Lender are paid and satisfied in full.

                  b.       Authorization.  The execution and delivery by
                             Borrower of this Amendment and the
                           -------------
     performance by Borrower of the transactions herein contemplated (i) are and
will be within its powers and (ii) are not and will not be in  contravention  of
any order of court or other agency of  government,  of law or of any  indenture,
agreement or  undertaking  to which Borrower is a party or by which the property
of  Borrower  is  bound,  or be in  conflict  with,  result  in a  breach  of or
constitute  (with due  notice  and/or  lapse of time) a  default  under any such
indenture,  agreement or  undertaking,  or result in the imposition of any lien,
charge or encumbrance of any nature on any of the properties of Borrower.

                  c. Valid, Binding and Enforceable. This Amendment and any
other instrument, document or agreement executed and delivered in connection
herewith, will be valid, binding and enforceable in accordance with their
respective terms subject to bankruptcy, insolvency, reorganization or similar
laws affecting creditors' rights generally and general equitable principles.

                  d.Costs.  Upon execution hereof, Borrower shall pay all costs
                             (including attorneys' feesof Lender) attendant to
                               this Amendment.

         4. Ratification of Loan Documents. This Amendment is hereby
incorporated into and made a part of the Loan Agreement and all other Loan
Documents respectively, the terms and provisions of which, except to the extent
modified by this Amendment are each ratified and confirmed and continue
unchanged in full force and effect. Borrower acknowledges and agrees that it has
no defenses, set-offs, counterclaims or deductions of any nature with respect to
its obligations to Lender. Any reference to the Loan Agreement and all other
Loan Documents respectively in this or any other instrument, document or
agreement related thereto or executed in connection therewith shall mean the
Loan Agreement and all other Loan Documents respectively as amended by this
Amendment. The Loan Agreement and this Amendment shall be construed as
integrated and complementary of each other, and augmenting and not restricting
Lender's powers, rights, remedies and security. If, after applying the
foregoing, an inconsistency still exists, the provisions of this Amendment shall
control.

         5.       Effectiveness Conditions.  This Amendment shall become
                  effective upon the full execution of this Amendment and
                    the following:

                  a.       Payment of the Lender's legal fees attendant to this
                              Amendment;

                  b.       Payment to Agent, on behalf of the Banks, the fees
                            reflected on Schedule A hereto;

                  c. A Certificate of the Secretary or Assistant Secretary of
the Borrower, dated the date hereof, including (i) resolutions duly adopted by
the Borrower authorizing this Amendment, and (ii) evidence of the incumbency and
signature of the officers executing the Amendment on the Borrower's behalf.

                  d.       Any other documents reasonably required by Agent or
                              Lenders.

         6.       Governing Law.  This Amendment and all instruments, documents
                                  and agreements and the rights and obligations
                                  of the parties hereto and thereto shall be
                                  governed by and interpreted in accordance
                                  with the substantive laws of the Commonwealth
                                  of Pennsylvania.

         7.       Severability. The invalidity or unenforceability of
                                 any provision of this Amendment shall not
                                 affect the validity or enforceability of the
                                 remaining provisions.

         8 . Modification. This Amendment may not be modified, amended or
terminated except by an agreement in writing executed by the parties hereto.

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


<PAGE>


BORROWER:                           RCM TECHNOLOGIES, INC.



By:
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Name:
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Title:
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                                            CATARACT, INC.


By:
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Name:
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Title:
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                          RCM TECHNOLOGIES (USA), INC.


By:
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Name:
-----------------------------------------------------------------------------


Title:
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                            PROGRAMMING ALTERNATIVES
                                            OF MINNESOTA, INC.


By:
--------------------------------------------------------------------------------


Name:
-----------------------------------------------------------------------------


Title:
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<PAGE>


                                            NORTHERN TECHNICAL SERVICES, INC.


By:
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Name:
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Title:
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                                            GLOBAL TECHNOLOGY SOLUTIONS, INC.


By:
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Name:
-----------------------------------------------------------------------------


Title:
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                                            SOFTWARE ANALYSIS & MANAGEMENT, INC.


By:
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Name:
-----------------------------------------------------------------------------


Title:
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                                            PROCON, INC.


By:
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Name:
-----------------------------------------------------------------------------


Title:
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                                            RCMT DELAWARE, INC.


By:
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Name:
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Title:
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<PAGE>


                          RCM TECHNOLOGIES CANADA CORP.

                                            By:___________________________

                                            Name:________________________

                                            Title:______________________


                           BUSINESS SUPPORT GROUP OF MICHIGAN, INC.


By:
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Name:
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Title:
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                                  SOLUTIONS THROUGH DATA-PROCESSING, INC.


By:
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Name:
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Title:
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                            PINNACLE CONSULTING, INC.


By:
--------------------------------------------------------------------------------


Name:
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Title:
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                                            APPLICATION SOLUTIONS CORPORATION


By:
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Name:
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Title:
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                                            DISCOVERY CONSULTING SOLUTIONS, INC.


By:
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Name:
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Title:
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                                            MANAGEMENT SYSTEMS INTEGRATORS, INC.


By:
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Name:
-----------------------------------------------------------------------------


Title:
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AGENT:                              MELLON BANK, N.A., as Agent


By:
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Name:
-----------------------------------------------------------------------------


Title:
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LENDERS:                            MELLON BANK, N.A., as Lender


By:
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Name:
-----------------------------------------------------------------------------


Title:
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<PAGE>


                          MELLON BANK CANADA, as Lender


By:
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Name:
-----------------------------------------------------------------------------


Title:
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                                            SUNTRUST BANK, ATLANTA, as Lender


By:
------------------------------------------------------------------------------

                                            Name:


                                            Title:



                           WACHOVIA BANK (as successor by assignment from
                            ALLFIRST BANK, as Lender


Name:
-----------------------------------------------------------------------------


Title:
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                                            BANK OF AMERICA, N.A., as Lender


By:
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Name:
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Title:
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                         FLEET NATIONAL BANK, as Lender


By:
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Name:
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Title:
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<PAGE>


                                   SCHEDULE A


                     Lenders                                FEE
Mellon Bank, N.A., Canada  Branch                         $ 1,250
---------------------------------                         -------
Mellon Bank, N.A.                                         $23,750
-----------------                                         -------
Fleet National Bank                                       $21,875
-------------------                                       -------
Sun Trust Bank, Atlanta                                   $12,500
-----------------------                                   -------
Bank of America, N.A.                                     $21,875
---------------------                                     -------
First Union National Bank                                 $12,500
-------------------------                                 -------

-                                             --


967609-5


</TEXT>
</DOCUMENT>
