April 27, 2005

Brian Delle Donne


                      RE: Separation and Release Agreement


Dear Brian:

         This letter sets forth the terms of the separation and release
 agreement ("Agreement") between you and RCM Technologies, Inc. ("RCM"):

1. It is mutually agreed that You will resign and otherwise terminate your
employment with RCM is effective March 29, 2005 ("Separation Date").

2. RCM agrees to pay as severance, in a lump sum payable within three weeks
following the execution of this Agreement an amount calculated in accordance
with the following sentence. This severance payment will be in an amount equal
to your current bi-weekly earnings for a seven (7) month period, equal to
$175,000, less the amount of total indebtedness set forth in the following
sentences and such deductions or withholdings as may be required by law or
authorized by you. You hereby acknowledge that you are indebted to RCM pursuant
to a certain Promissory Note dated January 9, 2001. The total indebtedness
equals $77,744 through your Separation Date, comprised of the principal balance
of $60,000 and interest of $17,744. The total indebtedness will be deducted from
your severance pay and included in your 2005 taxable income. The Note will be
marked "Paid" and returned to you.

         3. RCM will pay you in a lump sum an amount of $2,304.81, equal to the
amount you would have earned as salary for any and all accrued and unused
vacation hours as of the Separation Date. This amount will be paid to you within
ten business days of your execution of this Agreement.

         4. All of your benefits, other than CIGNA group health, will end on the
Separation Date. RCM will continue paying the monthly premiums for your CIGNA
group health coverage through the earlier of a) the end of March 2006; or b) the
date of which you secure full-time employment as a W2 employee with an employer
offering employee health benefits. Thereafter, you may elect continued group
health coverage at your own expense pursuant to COBRA for up to 18 months,
subject to COBRA provisions and as long as you pay the premiums monthly. Please
see the Notice of Continued Coverage and COBRA Election Form for additional
information about your option to continue coverage. It is acknowledged that
premiums were paid by RCM on your behalf for the RCM executive backstop
insurance policy program with the First Rehabilitation Life Insurance Company of
America through the Separation Date. To the extent of coverage limitations or
exclusions per the policy, you will be eligible for reimbursement claims
incurred through the Separation Date when properly submitted.

         5. The final date on which you may exercise your 100,000 vested stock
options, pursuant to your stock option agreement dated August 29, 2000 shall be
extended to December 31, 2005. In addition, your 25,000 stock options, pursuant
to your stock option agreement dated August 5, 2003, are immediately vested and
the final date for exercising these 25,000 stock options shall also be extended
through December 31, 2005. All provisions in the stock option agreements
potentially limiting the number of shares that can be exercised in a given time
period and statements prohibiting exercise prior to any specified date are
waived in lieu of terms provided herein.

         6. You agree and acknowledge that the severance and other payments and
benefits described in Paragraphs 2, 4 and 5 are specific and sufficient
consideration for the releases and covenants contained in this Agreement.

         7. RCM will provide you with a reference that is limited to advising
potential employers of the dates of your employment and the position you held.

         8. In return for the payments and other promises made by RCM herein,
you agree as follows:

a. Except for any obligations of RCM under the terms of this Agreement, you
agree that by signing this Agreement you unconditionally release and discharge
RCM from any and all claims, damages or causes of action known or unknown,
arising from the beginning of time to the date on which you countersign this
Agreement, of whatever kind or nature, which you have or may have against RCM,
including, but not limited to, any claims for relief, whether injunctive,
declaratory, statutory, monetary or otherwise, arising under any federal, state
or local equal opportunity, age discrimination or other law, ordinance,
regulation or order (including, without limitation, Title VII of the Civil
Rights Act of 1964, as amended, and the Age Discrimination in Employment Act of
1967, as amended), or arising from or in connection with your employment by or
provision of services to RCM or the separation therefrom on or before the
execution of this Agreement whether based in contract, public policy, tort or
otherwise. You further agree not to bring suit or other legal action against RCM
based on any claims that are being released pursuant to this Agreement. For
purposes of this Paragraph, "RCM" means RCM Technologies, Inc., its
subsidiaries, parent and affiliates, and the respective successors, assigns,
agents, shareholders, officers, directors, benefit plans, and current and former
employees of any of them. This release will not affect any claims you may
possess for Worker's Compensation Benefits, Unemployment Compensation Benefits
or to enforce this Agreement and will not affect your right to file a Charge of
Discrimination with the Equal Employment Opportunity Commission. RCM will not
contest any unemployment claim you may file on the grounds you were terminated
from employment.

                  b. You acknowledge that, by virtue of your employment with
RCM, you have learned, acquired, come in contact with and gained access to
confidential and proprietary information and business secrets of RCM regarding
RCM's business, employees and customers, and also to confidential and
proprietary information and business secrets of third parties, including
customers and vendors, which third party information RCM is obligated to keep
confidential ("Confidential Information"). Such information includes but is not
limited to, information and documents regarding the business, conduct or
operations of RCM or any of its suppliers, customers, consultants or licensees,
including buying patterns, pricing and purchasing information or policies,
special requirements, financial and/or contractual terms, bids and bidding
practices; (b) methods of doing business or know-how used in the sale, marketing
or provision of RCM's products or services; (c) the existence or betterment of,
or possible new uses or applications for, any such products or services; (d)
employees, including organization charts, skills, abilities, training, test
results, evaluations, work history, and home or work addresses and telephone
numbers; and (e) financial policies and practices, strategic plans, merger and
acquisition activity and other non-public financial information. You agree to
forever keep such Confidential Information secret, confidential and inviolate
and not use or disclose in any manner, directly or indirectly.

                  c. You acknowledge that RCM has a vital interest in retaining
its employees. Accordingly, you agree that for a period of twelve (12) months
after the Separation Date, you will not, directly or indirectly, recruit,
solicit or employ, or encourage to terminate his or her employment with RCM, any
current RCM employee or consultant, or any former RCM employee or consultant
within six (6) months of their leaving RCM. This provision does not apply to the
recruiting, solicitation or employment of a former RCM employee or consultant
who has been involuntarily terminated from RCM.

         9. You acknowledge that the restrictions set forth in Paragraph 8 are
reasonable and necessary to preserve the business interests of RCM, its present
and potential business activities and the economic benefits derived therefrom.
In the event of any breach of the provisions of Paragraph 8, you acknowledge
that any payments and other benefits set forth in Paragraphs 2, 4 and 5 will
immediately cease and that RCM is entitled to injunctive relief in addition to
any other remedies or damages available to RCM.


         10. You agree not to remove from RCM (or, if previously removed, you
agree to return immediately to RCM) any and all documents or materials belonging
to RCM or relating to RCM's business, customers, vendors or employees, whether
in tangible or electronic format, including originals and all copies.

         11. You agree to promptly return all other property of RCM, including
vendor loans and demos. This includes but is not limited to computers, cables,
peripherals, laptops, and pagers. RCM acknowledges that you have been granted
permission to keep your Dell Latitude C640 (service tag 518RW11).

         12. You agree that you will not make, directly or indirectly, any
adverse or disparaging oral or written statements regarding RCM or its
subsidiaries, parent and affiliates, and the respective successors, assigns,
agents, shareholders, officers, directors or current or former employees of any
of them, whether to any customer or prospective customer of RCM, the press or
any other media, any other business entity or third party, or any current or
former employee of RCM. You agree that you will do nothing to impair RCM's
reputation or good will among its customers, potential customers, vendors,
suppliers or others in the industry.

                RCM agrees that neither it nor its officers or directors will
make any adverse or disparaging oral or written statements about you and will do
nothing to impair your reputation.

         13. Neither this Agreement nor anything contained herein shall be
construed as an admission by RCM of liability or violation of the law.

         14. You promise not to disclose, either directly or indirectly, in any
manner whatsoever, any information regarding the existence or terms of this
Agreement to any person or entities other than your attorney, your immediate
family, your accountant or any governmental taxing authority.

              You are a named defendant in a lawsuit pending in the Superior
Court of New Jersey, Law Division and captioned "Daniels v. RCM Technologies,
Inc., et al." In further consideration for the severance being paid to you and
for RCM's continuing agreement (1) to indemnify you against any monetary damages
that may be awarded in favor of plaintiff and against you in that lawsuit; and
(2) to continue to provide you with a lawyer to defend your personal interest
and to pay legal fees and costs incurred in your defense, you agree to cooperate
with RCM and its lawyers, you agree to make yourself available upon reasonable
notice to meet with lawyers defending this lawsuit, and you agree to testify at
depositions and/or trial on behalf of RCM and yourself, as may be necessary. You
understand that if you fail to cooperate with RCM and its lawyers in the defense
of this lawsuit, RCM will be permitted to revoke its offer to indemnify you
and/or to pay legal fees and costs for your personal defense, provided, however,
this shall not be construed to be a waiver by you of any rights to
indemnification afforded to you under applicable statutory or common law. RCM
will compensate you at the rate of $50.00 per hour for all reasonable time spent
by you in connection with the defense of this lawsuit; in that regard, you are
to submit your monthly statements itemizing the date, the amount of time spent
and the task/activity performed with respect to this lawsuit to Kevin Miller at
RCM.

         In the event of any breach of the provisions of this Paragraph 14, you
acknowledge that any payments and other benefits set forth in Paragraphs 2, 4
and 5 will immediately cease and that RCM is entitled to injunctive relief in
addition to any other remedies or damages available to RCM.

         15. You acknowledge and agree that: (a) no promise or inducement for
this Agreement has been made to you except as set forth herein; (b) this
Agreement is executed by you freely and voluntarily, and without reliance upon
any statement or representation by RCM other than as set forth herein; (c) you
have read and fully understand this Agreement and the meaning of its provisions;
(d) you are legally competent to enter into this Agreement and understand the
meaning of your responsibility therefore; (e) you are hereby advised to consult
with counsel before entering into this Agreement and have had the opportunity to
do so; (f) you understand that you have twenty-one (21) days from the date of
this letter within which to decide whether to enter into this Agreement and that
you have seven (7) days following the execution of the Agreement within which to
revoke this Agreement by written notice to Susan Rota, Corporate Human Resources
Manager, 20 Waterview Boulevard 4th Floor, Parsippany, NJ 07054.

         16. This Agreement contains the entire agreement between RCM and you,
and it completely supersedes any prior written or oral agreements or
representations concerning the subject matter hereof. Any oral representation or
modification concerning this Agreement shall be of no force or effect. This
Agreement may not be modified, altered or terminated except upon the express
prior written consent of you and RCM.

         17. The waiver by any party of a breach of any provision herein shall
not operate or be construed as a waiver of any subsequent breach by any party.

         18. The language of this Agreement shall be construed as a whole,
according to its fair meaning. Each party believes that the time restrictions in
the Agreement are reasonable to protect RCM's business activity. However, in the
event that a court of competent jurisdiction decides a provision other than
Paragraph 8(a) is unenforceable, such provision(s) will be considered severed
from the rest of the Agreement, and the Agreement will continue in all other
respects to be valid and enforceable. The severed provision will also be
considered as revised to the minimum amount necessary in order to be valid and
enforceable. If it is determined by a court of competent jurisdiction that
Paragraph 8(a) is unlawful and/or unenforceable, you will immediately return to
RCM all monies paid to you or for your benefit by RCM under Paragraphs 2, 4 or
5.

         19. Please read this letter with care, make certain that you understand
the meaning of each of the terms it contains, and take time to consider your
decision before you sign. You should consult with an attorney. If the terms are
satisfactory to you, please countersign the enclosed copy of this letter, and
return it to me, whereupon this letter and such copy will constitute a binding
agreement on the basis set forth above.



Very truly yours,

                             RCM Technologies, Inc.


                             By: _________________________________________


                             Date: ________________________________________