COMMITMENT



                                                                   July 10, 2000



BRG Acquisition Corporation
c/o Three Cities Research, Inc.
650 Madison Avenue
New York, NY 10022

Dear Sirs:

This is to confirm that I, John M. Palmer, agree to tender all the shares of
Business Resource Group common stock which I own in response to the tender offer
which BRG Acquisition Corporation will make in accordance with a Plan and
Agreement of Merger between it and Business Resource Group in which it will
offer to purchase the outstanding shares of common stock of Business Resource
Group for $9.25 in cash, per share.

In order to induce BRG Acquisition to make the tender offer, and to protect BRG
Acquisition Corporation against loss of goodwill of Business Resource Group, I
agree that:

During the Non-Competition Period, I will not directly or indirectly (i) own,
manage, control, participate in, consult with, render services for, or in any
other manner engage in, any business that directly competes with Acquisition (as
successor to Business Resource Group) or any of its subsidiaries (which were
subsidiaries of Business Resource Group), in any states or counties where
Business Resource Group is actually providing services or products to customers
as of the date of the Merger (including, but not limited to, Alameda, Contra
Costa, Santa Clara or San Francisco County in California), except that I may
control or own up to two percent of a publicly traded company with which I have
no relationship other than as a passive shareholder, or (ii) solicit, influence
or attempt to influence any customer or client of Acquisition (as successor to
Business Resource Group) or any of its subsidiaries to use or buy products or
services of a company in competition with Acquisition (as successor to Business
Resource Group) or any of its subsidiaries. The Non-Competition Period will
begin at the effective time of the Merger and end on the earlier of (A) the
fifth anniversary of the effective time of the Merger, or (B) the third
anniversary of the date that I cease to be an employee of Acquisition (as
successor to Business Resource Group) or a subsidiary because my employment is
terminated for Cause (other than continued unsatisfactory performance) or
because I terminate my employment without Good Reason. If, however, I cease to
be an employee of Acquisition (as successor to Business Resource Group) or a
subsidiary because my employment is terminated Without Cause or because of
continued unsatisfactory performance or because I terminate my employment with
Good Reason, the Non-Competition Agreement will terminate not later than one
year after the day I cease to be an employee of Acquisition (as successor to
Business Resource Group), except that Acquisition (as successor to Business
Resource Group) may extend the Non-Competition Period until the third
anniversary of that day (but not later than the fifth anniversary of the
effective time of the Merger) by agreeing to pay me my Base Salary per year for
up to an additional two years, on the payment schedule applicable to payments of
Base Salary by Acquisition (as successor to Business Resource Group) to its
senior executives. As used in this Paragraph, the terms "Cause," "Good Reason,"
"Without Cause" and "Base Salary" have the meanings given to those terms in and
Employment Agreement dated July 7, 2000 between Acquisition and me, and the term
"continued unsatisfactory performance" refers to the cause described in Section
3(f)(i)(b)(v) of that Employment Agreement.





I understand that, when this Agreement is signed by BRG Acquisition Corporation,
I will be legally bound by it.

Date: July 10, 2000


                                                Very truly yours,


                                                /s/  John M. Palmer
                                                ------------------------------
                                                Signature


                                                John M. Palmer
                                                ------------------------------
                                                Name: (Print)


                                                ------------------------------
                                                Social Security No.


Accepted and Agreed To:

BRG Acquisition Corporation

By: /s/ Jeanette Welsh
    -------------------------
    Jeanette Welsh