<PAGE>

                                                                   EXHIBIT 10.18

                         CORPORATE RESOLUTION TO BORROW

================================================================================

<TABLE>
<S>                                       <C>
Borrower: Resources Connection, Inc.      Lender: Bank of America, N.A.
          Resources Connection LLC                CLSC-Commercial Banking
          695 Town Center Drive                   CA9-703-11-11
          Costa Mesa, CA                          333 South Beaudry Avenue, 11th Floor
                                                  Los Angeles, CA 90017-1486

</TABLE>

Corporation: Resources Connection, Inc.
             695 Town Center Drive
             Costa Mesa, CA

================================================================================

I, THE UNDERSIGNED, DO HEREBY CERTIFY THAT:

THE CORPORATION'S EXISTENCE. The complete and correct name of the Corporation is
Resources Connection, Inc. ("Corporation"). The Corporation is a corporation for
profit which is, and at all times shall be, duly organized, validly existing,
and in good standing under and by virtue of the laws of the State of Delaware.
The Corporation is duly authorized to transact business in the State of
California and all other states in which the Corporation is doing business,
having obtained all necessary filings, governmental licenses and approvals for
each state in which the Corporation is doing business. Specifically, the
Corporation is, and at all times shall be, duly qualified as a foreign
corporation in all states in which the failure to so qualify would have a
material adverse effect on its business or financial condition. The Corporation
has the full power and authority to own its properties and to transact the
business in which it is presently engaged or presently proposes to engage. The
Corporation maintains its principal office at 695 Town Center Drive, Costa Mesa,
CA. Unless the Corporation has designated otherwise in writing, this is the
principal office at which the Corporation keeps its books and records. The
Corporation will notify Lender prior to any change in the location of the
Corporation's state of organization or any change in the Corporation's name. The
Corporation shall do all things necessary to preserve and to keep in full force
and effect its existence, rights and privileges, and shall comply with all
regulations, rules, ordinances, statutes, orders and decrees of any governmental
or quasi--governmental authority or court applicable to the Corporation and the
Corporation's business activities.

RESOLUTIONS ADOPTED. At a meeting of the Directors of the Corporation, or if the
Corporation is a close corporation having no Board of Directors then at a
meeting of the Corporation's shareholders, duly called and held on
September 24, 2001, at which a quorum was present and voting, or by other
duly authorized action in lieu of a meeting, the resolutions set forth in this
Resolution were adopted.

OFFICERS. The following named persons are officers of Resources Connection,
Inc.:

<TABLE>
<CAPTION>

   NAMES                 TITLES                AUTHORIZED                ACTUAL SIGNATURES
   -----                 ------                ----------                -----------------
   <S>                   <C>                   <C>          <C>
   Donald B. Murray      President and CEO         Y        X ________________________________________

   Stephen J. Giusto     Secretary                 Y        X ________________________________________

</TABLE>

ACTIONS AUTHORIZED. Any one (1) of the authorized persons listed above may enter
into any agreements of any nature with Lender, and those agreements will bind
the Corporation. Specifically, but without limitation, any one (1) of such
authorized persons are authorized, empowered, and directed to do the following
for and on behalf of the Corporation:

     Borrow Money. To borrow, as a cosigner or otherwise, from time to time from
     Lender, on such terms as may be agreed upon between the Corporation and
     Lender, such sum or sums of money as in their judgment should be borrowed;
     however, not exceeding at any one time the amount of Ten Million & 00/100
     Dollars ($10,000,000.00), in addition to such sum or sums of money as may
     be currently borrowed by the Corporation from Lender.

     Execute Notes. To execute and deliver to Lender the promissory note or
     notes, or other evidence of the Corporation's credit accommodations, on
     Lender's forms, at such rates of interest and on such terms as may be
     agreed upon, evidencing the sums of money so borrowed or any of the
     Corporation's indebtedness to Lender, and also to execute and deliver to
     Lender one or more renewals, extensions, modifications, refinancings,
     consolidations, or substitutions for one or more of the notes, any portion
     of the notes, or any other evidence of credit accommodations.

     Execute Security Documents. To execute and deliver to Lender the forms of
     mortgage, deed of trust, pledge agreement, hypothecation agreement, and
     other security agreements and financing statements which Lender may require
     and which shall evidence the terms and conditions under and pursuant to
     which such liens and encumbrances, or any of them, are given; and also to
     execute and deliver to Lender any other written instruments, any chattel
     paper, or any other collateral, of any kind or nature, which Lender may
     deem necessary or proper in connection with or pertaining to the giving of
     the liens and encumbrances. Notwithstanding the foregoing, any one of the
     above authorized persons may execute, deliver, or record financing
     statements.

     Negotiate Items. To draw, endorse, and discount with Lender all drafts,
     trade acceptances, promissory notes, or other evidences of indebtedness
     payable to or belonging to the Corporation or in which the Corporation may
     have an interest, and either to receive cash for the same or to cause such
     proceeds to be credited to the Corporation's account with Lender, or to
     cause such other disposition of the proceeds derived therefrom as they may
     deem advisable.

     Further Acts. In the case of lines of credit, to designate additional or
     alternate individuals as being authorized to request advances under such
     lines, and in all cases, to do and perform such other acts and things, to
     pay any and all fees and costs, and to execute and deliver such other
     documents and agreements, including agreements waiving the right to a trial
     by jury, as the officers may in their discretion deem reasonably necessary
     or proper in order to carry into effect the provisions of this Resolution.

ASSUMED BUSINESS NAMES. The Corporation has filed or recorded all documents or
filings required by law relating to all assumed business names used by the
Corporation. Excluding the name of the Corporation, the following is a complete
list of all assumed business names under which the Corporation does business:

     Assumed Business Name                 Filing Location       Date
     ---------------------                 ---------------       ----
     ON FILE WITH LENDER, IF APPLICABLE                          08-22-2001

MULTIPLE BORROWERS. The Corporation may enter into transactions in which there
are multiple borrowers on obligations to Lender and the Corporation understands
and agrees that, with or without notice to the Corporation, Lender may discharge
or release any party or collateral securing an obligation, grant any extension
of time for payment, delay enforcing any rights granted to Lender, or take any
other action or inaction, without the loss to Lender of any of it rights against
the Corporation; and that Lender may modify transactions without the consent of
or notice to anyone other than the party with whom the modification is made.

NOTICES TO LENDER. The Corporation will promptly notify Lender in writing at
Lender's address shown above (or such other addresses as Lender may designate
from time to time) prior to any (A) change in the Corporation's name; (B) change
in the Corporation's assumed business name(s); (C) change in the management of
the Corporation; (D) change in the authorized signer(s); (E) change in the
Corporation's principal office address; (F)

<PAGE>

                         CORPORATE RESOLUTION TO BORROW
                                   (Continued)                            Page 2

================================================================================

change in the Corporation's state of organization; (G) conversion of the
Corporation to a new or different type of business entity; or (H) change in any
other aspect of the Corporation that directly or indirectly relates to any
agreements between the Corporation and Lender. No change in the Corporation's
name or state of organization will take effect until after Lender has received
notice.

CERTIFICATION CONCERNING OFFICERS AND RESOLUTIONS. The officers named above are
duly elected, appointed, or employed by or for the Corporation, as the case may
be, and occupy the positions set opposite their respective names. This
Resolution now stands of record on the books of the Corporation, is in full
force and effect, and has not been modified or revoked in any manner whatsoever.

NO CORPORATE SEAL. The Corporation has no corporate seal, and therefore, no seal
is affixed to this Resolution.

CONTINUING VALIDITY. Any and all acts authorized pursuant to this Resolution and
performed prior to the passage of this Resolution are hereby ratified and
approved. This Resolution shall be continuing, shall remain in full force and
effect and Lender may rely on it until written notice of its revocation shall
have been delivered to and received by Lender at Lender's address shown above
(or such addresses as Lender may designate from time to time). Any such notice
shall not affect any of the Corporation's agreements or commitments in effect at
the time notice is given.

IN TESTIMONY WHEREOF, I have hereunto set my hand and attest that the signatures
set opposite the names listed above are their genuine signatures.

I have read all the provisions of this Resolution, and I personally and on
behalf of the Corporation certify that all statements and representations made
in this Resolution are true and correct. This Corporate Resolution to Borrow is
dated September 24, 2001. THIS RESOLUTION IS GIVEN UNDER SEAL AND IT IS
INTENDED THAT THIS RESOLUTION IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A
SEALED INSTRUMENT ACCORDING TO LAW.

                                   CERTIFIED TO AND ATTESTED BY:

                                   X______________________________________(Seal)
                                    Stephen J. Giusto, Secretary




NOTE: If the officers signing this Resolution are designated by the foregoing
document as one of the officers authorized to act on the Corporation's behalf,
it is advisable to have this Resolution signed by at least one non-authorized
officer of the Corporation.
================================================================================

<PAGE>

[LOGO]
BANK OF AMERICA


                            NOTICE OF FINAL AGREEMENT

================================================================================

<TABLE>
<S>                                       <C>
Borrower: Resources Connection, Inc.      Lender: Bank of America, NA.
          Resources Connection LLC                CLSC-Commercial Banking
          695 Town Center Drive                   CA9-703-11-11
          Costa Mesa, CA                          333 South Beaudry Avenue, 11th Floor
                                                  Los Angeles, CA 90017-1486

</TABLE>

================================================================================

     BY SIGNING THIS DOCUMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THE
     WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES,
     (B) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (C) THE
     WRITTEN LOAN AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR,
     CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE
     PARTIES.

     As used in this Notice, the following terms have the following meanings:

          Loan. The term "Loan" means the following described loan: a Variable
          Rate Nondisclosable Revolving Line of Credit Loan to a Corporation and
          a Limited Liability Company for $10,000,000.00 due on September 1,
          2003. The reference rate (Bank of America Prime Rate, currently
          6.500%), resulting in an initial rate of 6.500.

          Loan Agreement. The term "Loan Agreement" means one or more promises,
          promissory notes, agreements, undertakings, security agreements, deeds
          of trust or other documents, or commitments, or any combination of
          those actions or documents, relating to the Loan, including without
          limitation the following:

                                 LOAN DOCUMENTS

<TABLE>
           <S>                                                  <C>
           Corporate Resolution: Resources Connection, Inc.     LLC Resolution: Resources Connection LLC
           Business Loan Agreement                              Promissory Note
           Disbursement Request and Authorization               Notice of Final Agreement

</TABLE>

          Parties. The term "Parties" means Bank of America, N.A. and any and
          all entities or individuals who are obligated to repay the loan or
          have pledged property as security for the Loan, including without
          limitation the following:

              Borrower: Resources Connection, Inc.; and Resources Connection LLC


     Each Party who signs below, other than Bank of America, N.A., acknowledges,
     represents, and warrants to Bank of America, N.A. that it has received,
     read and understood this Notice of Final Agreement. This Notice is dated
     August 22, 2001.



BORROWER:

RESOURCES CONNECTION, INC.

By:________________________________________________
   Donald B. Murray, President and CEO of Resources
   Connection, Inc.



RESOURCES CONNECTION LLC
By:________________________________________________
   Donald B. Murray, President and CEO of Resources
   Connection LLC

By:________________________________________________
   Stephen J. Giusto, Secretary of Resources
   Connection LLC


LENDER:

BANK OF AMERICA, N.A.

x__________________________________________________
 Authorized Signer

================================================================================

<PAGE>

                                 PROMISSORY NOTE

================================================================================

<TABLE>
<S>                                       <C>
Borrower: Resources Connection, Inc.      Lender: Bank of America, NA.
          Resources Connection LLC                CLSC-Commercial Banking
          695 Town Center Drive                   CA9-703-11-11
          Costa Mesa, CA                          333 South Beaudry Avenue, 11th Floor
                                                  Los Angeles, CA 90017-1486

</TABLE>

Principal Amount: $10,000,000.00                   Date of Note: August 22, 2001

PROMISE TO PAY. Resources Connection, Inc.; and Resources Connection LLC
("Borrower") jointly and severally promise to pay to Bank of America, N.A.
("Lender"), or order, in lawful money of the United States of America, the
principal amount of Ten Million & 00/100 Dollars ($10,000,000.00) or so much as
may be outstanding, together with interest on the unpaid outstanding principal
balance of each advance. Interest shall be calculated from the date of each
advance until repayment of each advance.

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal
plus all accrued unpaid interest on September 1, 2003. In addition, Borrower
will pay regular monthly payments of all accrued unpaid interest due as of each
payment date, beginning October 1, 2001, with all subsequent interest payments
to be due on the same day of each month after that. Unless otherwise agreed or
required by applicable law, payments will be applied first to accrued unpaid
interest, then to principal, and any remaining amount to any unpaid collection
costs. The annual interest rate for this Note is computed on a 365/360 basis;
that is, by applying the ratio of the annual interest rate over a year of 360
days, multiplied by the outstanding principal balance, multiplied by the actual
number of days the principal balance is outstanding. Borrower will pay Lender at
Lender's address shown above or at such other place as Lender may designate in
writing.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from
time to time based on changes in an index which is the rate of interest publicly
announced from time to time by the Lender as its Prime Rate. The Prime Rate is
set by the Lender based on various factors, including the Lender's costs and
desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans. The Lender may price loans to its
customers at, above, or below the Prime Rate. Any change in the Prime Rate shall
take effect at the opening of business on the day specified in the public
announcement of a change in the Lender's Prime Rate (the "Index"). The Index is
not necessarily the lowest rate charged by Lender on its loans and is set by
Lender in its sole discretion. If the Index becomes unavailable during the term
of this loan, Lender may designate a substitute index after notifying Borrower.
Lender will tell Borrower the current Index rate upon Borrower's request. The
interest rate change will not occur more often than each date of such change in
the index. Borrower understands that Lender may make loans based on other rates
as well. The interest rate to be applied to the unpaid principal balance of this
Note will be at a rate equal to the Index. NOTICE: Under no circumstances will
the interest rate on this Note be more than the maximum rate allowed by
applicable law.

PREPAYMENT FEE. Upon prepayment of this Note, Lender is entitled to the
following prepayment fee: Prepayments may be made in whole or in part at any
time on any principal amounts for which the interest rate is based on the Prime
Rate or any other fluctuating interest rate or index which may change daily. All
prepayments of principal shall be applied in the inverse order of maturity, or
in such other order as Lender shall determine in its sole discretion. No
prepayment of any other principal amounts shall be permitted without the prior
written consent of Lender. Notwithstanding such prohibition, if there is a
prepayment of any such principal, whether by consent of Lender, or because of
acceleration or otherwise, the prepayment shall be accompanied by the amount of
accrued interest on the amount prepaid, and a prepayment fee. The prepayment fee
shall be in an amount sufficient to compensate Lender for any loss, cost or
expense incurred by it as a result of the prepayment, including any loss of
anticipated profits and any loss or expense arising from the liquidation or
reemployment of funds obtained by it to maintain the credit or from fees payable
to terminate the deposits from which such funds were obtained. Borrower shall
also pay any customary administrative fees charged by Lender in connection with
the foregoing. For purposes of this paragraph, Lender shall be deemed to have
funded the credit by a matching deposit or other borrowing in the applicable
interbank market, whether or not the credit was in fact so funded. Except for
the foregoing, Borrower may pay all or a portion of the amount owed earlier than
it is due. Early payments will not, unless agreed to by Lender in writing,
relieve Borrower of Borrower's obligation to continue to make payments of
accrued unpaid interest. Rather, early payments will reduce the principal
balance due. Borrower agrees not to send Lender payments marked "paid in full",
"without recourse", or similar language. If Borrower sends such a payment,
Lender may accept it without losing any of Lender's rights under this Note, and
Borrower will remain obligated to pay any further amount owed to Lender. All
written communications concerning disputed amounts, including any check or other
payment instrument that indicates that the payment constitutes "payment in full"
of the amount owed or that is tendered with other conditions or limitations or
as full satisfaction of a disputed amount must be mailed or delivered to: Bank
of America, N.A., CA9-703-11-11, 333 South Beaudry Avenue, 11th Floor Los
Angeles, CA 90017-1486.

INTEREST AFTER DEFAULT. Upon Borrower's failure to pay all amounts declared due
pursuant to this section, including failure to pay upon final maturity, Lender,
at its option, may, if permitted under applicable law, increase the variable
interest rate on this Note to 6.000 percentage points over the Index.

DEFAULT. Each of the following shall constitute an event of default ("Event of
Default") under this Note:

     Payment Default. Borrower fails to make any payment when due under this
     Note.

     Other Defaults. Borrower fails to comply with or to perform any other term,
     obligation, covenant or condition contained in this Note or in any of the
     related documents or to comply with or to perform any term, obligation,
     covenant or condition contained in any other agreement between Lender and
     Borrower.

     Default in Favor of Third Parties. Borrower or any Grantor defaults under
     any loan, extension of credit, security agreement, purchase or sales
     agreement, or any other agreement, in favor of any other creditor or person
     that may materially affect any of Borrower's property or Borrower's ability
     to repay this Note or perform Borrower's obligations under this Note or any
     of the related documents.

     False Statements. Any warranty, representation or statement made or
     furnished to Lender by Borrower or on Borrower's behalf under this Note or
     the related documents is false or misleading in any material respect,
     either now or at the time made or furnished or becomes false or misleading
     at any time thereafter.

     Insolvency. The dissolution or termination of Borrower's existence as a
     going business, the insolvency of Borrower, the appointment of a receiver
     for any part of Borrower's property, any assignment for the benefit of
     creditors, any type of creditor workout, or the commencement of any
     proceeding under any bankruptcy or insolvency laws by or against Borrower.

     Creditor or Forfeiture Proceedings. Commencement of foreclosure or
     forfeiture proceedings, whether by judicial proceeding, self-help,
     repossession or any other method, by any creditor of Borrower or by any
     governmental agency against any collateral securing the loan. This includes
     a garnishment of any of Borrower's accounts, including deposit accounts,
     with Lender. However, this Event of Default shall not apply if

<PAGE>

                                 PROMISSORY NOTE
                                   (Continued)                            Page 2

================================================================================

     there is a good faith dispute by Borrower as to the validity or
     reasonableness of the claim which is the basis of the creditor or
     forfeiture proceeding and if Borrower gives Lender written notice of the
     creditor or forfeiture proceeding and deposits with Lender monies or a
     surety bond for the creditor or forfeiture proceeding, in an amount
     determined by Lender, in its sole discretion, as being an adequate reserve
     or bond for the dispute.

     Events Affecting Guarantor. Any of the preceding events occurs with respect
     to any guarantor, endorser, surety, or accommodation party of any of the
     indebtedness or any guarantor, endorser, surety, or accommodation party
     dies or becomes incompetent, or revokes or disputes the validity of, or
     liability under, any guaranty of the indebtedness evidenced by this Note.

     Change in Ownership. Any change in ownership of twenty-five percent (25%)
     or more of the common stock of Borrower.

     Adverse Change. A material adverse change occurs in Borrower's financial
     condition, or Lender believes the prospect of payment or performance of
     this Note is impaired.

     Insecurity. Lender in good faith believes itself insecure.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, and then
Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect
this Note if Borrower does not pay. Borrower will pay Lender that amount. This
includes, subject to any limits under applicable law, Lender's attorneys' fees
and Lender's legal expenses, whether or not there is a lawsuit, including
attorneys' fees, expenses for bankruptcy proceedings (including efforts to
modify or vacate any automatic stay or injunction), and appeals. Borrower also
will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER. Lender end Borrower hereby waive the right to any jury trial in
any action, proceeding, or counterclaim brought by either Lender or Borrower
against the other.

GOVERNING LAW. This Note will be governed by, construed and enforced in
accordance with federal law and the laws of the State of California. This Note
has been accepted by Lender in the State of California.

CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to
submit to the jurisdiction of the courts of any County, State of California.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
debt against any and all such accounts.

LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under
this Note, as well as directions for payment from Borrower's accounts, may be
requested orally or in writing by Borrower or by an authorized person. Lender
may, but need not, require that all oral requests be confirmed in writing.
Borrower agrees to be liable for all sums either: (A) advanced in accordance
with the instructions of an authorized person or (B) credited to any of
Borrower's accounts with Lender. The unpaid principal balance owing on this Note
at any time may be evidenced by endorsements on this Note or by Lender's
internal records, including daily computer print-outs. Lender will have no
obligation to advance funds under this Note if: (A) Borrower or any guarantor is
in default under the terms of this Note or any agreement that Borrower or any
guarantor has with Lender, including any agreement made in connection with the
signing of this Note; (B) Borrower or any guarantor ceases doing business or is
insolvent; (C) any guarantor seeks, claims or otherwise attempts to limit,
modify or revoke such guarantor's guarantee of this Note or any other loan with
Lender; (D) Borrower has applied funds provided pursuant to this Note for
purposes other than those authorized by Lender; or (E) Lender in good faith
believes itself insecure.

ARBITRATION. (a) This paragraph concerns the resolution of any controversies or
claims between the parties, whether arising in contract, tort or by statute,
including but not limited to controversies or claims that arise out of or relate
to: (i) this agreement (including any renewals, extensions or modifications); or
(ii) any document related to this agreement; (collectively a "Claim").

(b) At the request of any party to this agreement, any Claim shall be resolved
by binding arbitration in accordance with the Federal Arbitration Act (Title 9,
U. S. Code) (the "Act"). The Act will apply even though this agreement provides
that it is governed by the law of a specified state.

(c) Arbitration proceedings will be determined in accordance with the Act, the
applicable rules and procedures for the arbitration of disputes of JAMS or any
successor thereof ("JAMS"), and the terms of this paragraph. In the event of any
inconsistency, the terms of this paragraph shall control.

(d) The arbitration shall be administered by JAMS and conducted, unless
otherwise required by law, in any U. S. state where real or tangible personal
property collateral for this credit is located or if there is no such
collateral, in the state specified in the governing law section of this
agreement. All Claims shall be determined by one arbitrator; however, if Claims
exceed $5,000,000, upon the request of any party, the Claims shall be decided by
three arbitrators. All arbitration hearings shall commence within 90 days of the
demand for arbitration and close within 90 days of commencement and the award of
the arbitrator(s) shall be issued within 30 days of the close of the hearing.
However, the arbitrator(s), upon a showing of good cause, may extend the
commencement of the hearing for up to an additional 60 days. The arbitrator(s)
shall provide a concise written statement of reasons for the award. The
arbitration award may be submitted to any court having jurisdiction to be
confirmed and enforced.

(e) The arbitrator(s) will have the authority to decide whether any Claim is
barred by the statute of limitations and, if so, to dismiss the arbitration on
that basis. For purposes of the application of the statute of limitations, the
service on JAMS under applicable JAMS rules of a notice of Claim is the
equivalent of the filing of a lawsuit. Any dispute concerning this arbitration
provision or whether a Claim is arbitrable shall be determined by the
arbitrator(s). The arbitrator(s) shall have the power to award legal fees
pursuant to the terms of this agreement.

(f) This paragraph does not limit the right of any party to: (i) exercise
self-help remedies, such as but not limited to, setoff; (ii) initiate judicial
or nonjudicial foreclosure against any real or personal property collateral;
(iii) exercise any judicial or power of sale rights, or (iv) act in a court of
law to obtain an interim remedy, such as but not limited to, injunctive relief,
writ of possession or appointment of a receiver, or additional or supplementary
remedies.

(g) The filing of a court action is not intended to constitute a waiver of the
right of the any party, including the suing party, thereafter to require
submittal of the Claim to arbitration.

(h) The procedure described above will not apply if the Claim, at the time of
the proposed submission to arbitration, arises from or relates to an obligation
to the Lender secured by real property located in California. In this case, all
of the parties to this agreement must consent to submission of the Claim to
arbitration. If both parties do not consent to arbitration, the Claim will be
resolved as follows: The parties will designate a referee (or a panel of
referees) selected under the auspices of JAMS in the same manner as arbitrators
are selected in JAMS administered proceedings. The designated referee(s) will be
appointed by a court as provided in California Code of Civil Procedure Section
638 and the following related sections. The referee (or presiding referee of the
panel) will be an active attorney or a retired judge. The award that results
from the decision of the referee(s) will be entered as a judgment in the court
that appointed the referee, in accordance with the provisions of California Code
of Civil Procedure Sections 644 and 645.

<PAGE>


                                 PROMISSORY NOTE
                                   (Continued)                            Page 3

================================================================================

NOTICE OF FINAL AGREEMENT. THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

AUTOMATIC PAYMENT. Borrower hereby authorizes Lender to automatically deduct
from Borrower's checking/savings account number ________________________,or such
other account as may be authorized in the future, the loan payment according to
the amount and terms of this note. If the funds in the account are insufficient
to cover any payment, Lender shall not be obligated to advance funds to cover
the payment. At any time and for any reasons, Borrower or Lender may voluntarily
terminate Automatic Payments. Our business days are Monday through Friday.
Payments that come due on a Saturday, Sunday or legal bank holiday, will be
deducted on the following business day.

SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and
upon Borrower's heirs, personal representatives, successors and assigns, and
shall inure to the benefit of Lender and its successors and assigns.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Each Borrower understands and
agrees that, with or without notice to Borrower, Lender may with respect to any
other Borrower (a) make one or more additional secured or unsecured loans or
otherwise extend additional credit; (b) alter, compromise, renew, extend,
accelerate, or otherwise change one or more times the time for payment or other
terms any indebtedness, including increases and decreases of the rate of
interest on the indebtedness; (c) exchange, enforce, waive, subordinate, fail or
decide not to perfect, and release any security, with or without the
substitution of new collateral; (d) apply such security and direct the order or
manner of sale thereof, including without limitation, any non-judicial sale
permitted by the terms of the controlling security agreements, as Lender in its
discretion may determine; (e) release, substitute, agree not to sue, or deal
with any one or more of Borrower's sureties, endorsers, or other guarantors on
any terms or in any manner Lender may choose; and (f) determine how, when and
what application of payments and credits shall be made on any other indebtedness
owing by such other Borrower. Borrower and any other person who signs,
guarantees or endorses this Note, to the extent allowed by law, waive any
applicable statute of limitations, presentment, demand for payment, and notice
of dishonor. Upon any change in the terms of this Note, and unless otherwise
expressly stated in writing, no party who signs this Note, whether as maker,
guarantor, accommodation maker or endorser, shall be released from liability.
All such parties agree that Lender may renew or extend (repeatedly and for any
length of time) this loan or release any party or guarantor or collateral; or
impair, fail to realize upon or perfect Lender's security interest in the
collateral; and take any other action deemed necessary by Lender without the
consent of or notice to anyone. All such parties also agree that Lender may
modify this loan without the consent of or notice to anyone other than the party
with whom the modification is made. The obligations under this Note are joint
and several.

PRIOR TO SIGNING THIS NOTE, EACH BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS
OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER
AGREES TO THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.


BORROWER:

RESOURCES CONNECTION, INC.


By:________________________________________________
   Donald B. Murray, President and CEO of Resources
   Connection, Inc.

RESOURCES CONNECTION LLC

By:________________________________________________
   Donald B. Murray, President and CEO of Resources
   Connection LLC

By:________________________________________________
   Stephen J. Giusto, Secretary of Resources
   Connection LLC

================================================================================

<PAGE>

                                                         Customer # ____________

                                EXHIBIT A TO NOTE
                                -----------------

THIS EXHIBIT is attached to and becomes a part of the $10,000,000 PROMISSORY
NOTE (the "Note") dated August 22, 2001, executed by Resources Connection, Inc.
and Resources Connection LLC ("Borrower") and made payable to the order of Bank
of America, N.A. ("Lender"). Provisions in this Exhibit replace and supersede
conflicting provisions in the Note.

1.  ADDITIONAL TERMS
    ----------------

1.1 Unused Commitment Fee. Borrower agrees to pay a fee on any difference
    ---------------------
between the maximum principal amount available under this Note and the amount of
credit it actually uses, determined by the average of the daily amount of credit
outstanding during the specified period. The fee will be calculated at 0.25% per
year. The calculation of credit outstanding shall include the undrawn amount of
letters of credit. This fee is due on October 1, 2001, and on the first day of
each following quarter until the expiration of the availability of advances
under this Note.

2.  OPTIONAL INTEREST RATES
    -----------------------

2.1 Optional Rates. Instead of the interest rate specified in the Note, on the
    --------------
terms and subject to the conditions set forth below, Borrower will be able to
select, from one of the following optional rates, an interest rate which will be
applicable to a particular dollar increment of amounts outstanding, or to be
disbursed, under the Note, during interest periods agreed to by Lender and
Borrower. Any principal amount bearing interest at an optional rate is referred
to as a "Portion":

(a) the IBOR Rate plus 1.50 percentage points.

(b) the LIBOR Rate plus 1.50 percentage points.

2.2 Rate Terms. Each optional interest rate is a rate per year. Interest will be
    ----------
paid on the last day of each interest period, and, if the interest period is
longer than 30 days, then on the first day of each month during the interest
period. No Portion will be converted to a different interest rate during the
applicable interest period. If any principal amount bearing interest at an
optional interest rate is repaid during an interest period (other than a
scheduled principal payment), such repayment will be considered a prepayment
subject to any prepayment fee as described in the Note. Upon the occurrence of
an event of default under the Note or any other loan document, Lender may
terminate the availability of optional interest rates for interest periods
commencing after the default occurs. No interest period may extend beyond the
maturity date of the Note. At the end of any interest period, the interest rate
will revert to the rate based on the Prime Rate, unless Borrower has designated
another optional interest rate for the Portion.

2.3 IBOR Rate. The election of IBOR Rates shall be subject to the following
    ---------
terms and requirements:

(a) The interest period during which the IBOR Rate will be in effect will be no
    shorter than 30 days and no longer than six months. The last day of the
    interest period will be determined by Lender using the practices of the
    offshore dollar inter-bank market.

(b) Each IBOR Rate Portion will be for an amount not less than Five Hundred
    Thousand Dollars ($500,000).

(c) The "IBOR Rate" means the interest rate determined by the following
    formula, rounded upward to the nearest 1/100 of one percent. (All amounts in
    the calculation will be determined by Lender as of the first day of the
    interest period.)

                  IBOR Rate =        IBOR Base Rate
                               ------------------------
                                (1.00 - Reserve Percentage)

    Where,

    (i) "IBOR Base Rate" means the interest rate at which Lender's Grand Cayman
    Banking Center, Grand Cayman, British West Indies, would offer U.S. dollar
    deposits for the applicable interest period to other major banks in the
    offshore dollar inter-bank market.

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

<PAGE>

    (ii) "Reserve Percentage" means the total of the maximum reserve
    percentages for determining the reserves to be maintained by member banks
    of the Federal Reserve System for Eurocurrency Liabilities, as defined in
    Federal Reserve Board Regulation D, rounded upward to the nearest 1/100 of
    one percent. The percentage will be expressed as a decimal, and will
    include, but not be limited to, marginal, emergency, supplemental, special,
    and other reserve percentages.

2.4 LIBOR Rate. The election of LIBOR Rates shall be subject to the following
    ----------
terms and requirements:

(a) The interest period during which the LIBOR Rate will be in effect will be
    one, two, three, four, five or six months. The first day of the interest
    period must be a day other than a Saturday, or a Sunday on which Lender is
    open for business in New York and London and dealing in offshore dollars (a
    "LIBOR Banking Day"). The last day of the interest period and the actual
    number of days during the interest period will be determined by Lender
    using the practices of the London inter-bank market.

(b) Each LIBOR Rate Portion will be for an amount not less than Five Hundred
    Thousand Dollars ($500,000).

(c) The "LIBOR Rate" means the interest rate determined by the following
    formula, rounded upward to the nearest 1/100 of one percent. (All amounts
    in the calculation will be determined by Lender as of the first day of the
    interest period.)

                   LIBOR Rate =        London Inter-Bank Offered Rate
                                       ------------------------------
                                        (1.00 - Reserve Percentage)

    Where,

    (i) "London Inter-Bank Offered Rate" means the average per annum interest
    rate at which U.S. dollar deposits would be offered for the applicable
    interest period by major banks in the London inter-bank market, as shown on
    the Telerate Page 3750 (or any successor page) at approximately 11:00 a.m.
    London time two (2) London Banking Days before the commencement of the
    interest period. If such rate does not appear on the Telerate Page 3750 (or
    any successor page), the rate for that interest period will be determined
    by such alternate method as reasonably selected by Lender. A "London
    Banking Day" is a day on which Lender's London Banking Center is open for
    business and dealing in offshore dollars.

    (ii) "Reserve Percentage" means the total of the maximum reserve
    percentages for determining the reserves to be maintained by member banks
    of the Federal Reserve System for Eurocurrency Liabilities, as defined in
    Federal Reserve Board Regulation D, rounded upward to the nearest 1/100 of
    one percent. The percentage will be expressed as a decimal, and will
    include, but not be limited to, marginal, emergency, supplemental, special,
    and other reserve percentages.

(d) Borrower shall irrevocably request a LIBOR Rate Portion no later than 12:00
    noon Pacific time on the LIBOR Banking Day preceding the day on which the
    London Inter-Bank Offered Rate will be set, as specified above. For
    example, if there are no intervening holidays or weekend days in any of the
    relevant locations, the request must be made at least three days before the
    LIBOR Rate takes effect.

(e) Lender will have no obligation to accept an election for a LIBOR Rate
    Portion if any of the following described events has occurred and is
    continuing:

    (i) Dollar deposits in the principal amount, and for periods equal to the
    interest period, of a LIBOR Rate Portion are not available in the London
    inter-bank market; or

    (ii) the LIBOR Rate does not accurately reflect the cost of a LIBOR Rate
    Portion.

2.5 Notices; Authority to Act. Lender may accept requests by Borrower for
    -------------------------
optional interest rates made by telephone. Borrower acknowledges and agrees that
the agreement of Lender herein to receive certain notices by telephone is solely
for the convenience of Borrower. Lender shall be entitled to rely on the
authority of the person purporting to be a person authorized by Borrower to give
such notice, and Lender shall have no liability to Borrower on account of any
action taken by Lender in reliance upon such telephonic notice. The obligation
of Borrower to repay all sums owing under the Note shall not be affected in any
way or to any extent by any failure by Lender to receive written confirmation of
any telephonic notice or the receipt by Lender of a confirmation which is at
variance with the terms understood by Lender to be contained in the telephonic
notice.

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

                                      -2-

<PAGE>


3.   AMENDED AND RESTATED PROVISIONS

The paragraph "False Statements." under DEFAULT is amended in its entirety to
read as follows:

     "False Statements. Any warranty, representation or statement made or
     furnished to Lender by Borrower or on Borrower's behalf under this Note or
     the related documents is false or misleading in any material respect,
     either now or at the time made or furnished."

The paragraph "Change in Ownership." under DEFAULT is amended in its entirety to
read as follows:

     "Change In Ownership. Any Change of Control. Change of Control means (a)
     the acquisition by any "person" or "group" (as such terms are used in
     section 13 (d) and 14 (d) of the Securities Exchange Act of 1934, as
     amended) at any time of beneficial ownership of 40% or more of the
     outstanding capital stock of Borrower on a fully-diluted basis, or (b) the
     failure of individuals who are members of the board of directors of
     Borrower on the date of this Agreement (together with any new or
     replacement directors whose initial nomination for election was approved by
     a majority of the directors who were either directors on the date of this
     Agreement or previously so approved) to constitute a majority of the board
     of directors of Borrower."

The paragraph "ATTORNEYS' FEES; EXPENSES." is amended in its entirety to read as
follows:

     "ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help
     collect this Note if Borrower does not pay. Borrower will pay Lender that
     amount. This includes, subject to any limits under applicable law, Lender's
     reasonable attorneys' fees and Lender's reasonable legal expenses, whether
     or not there is a lawsuit, including attorneys' fees, expenses for
     bankruptcy proceedings (including efforts to modify or vacate any automatic
     stay or injunction), and appeals. Borrower also will pay any court costs,
     in addition to all other sums provided by law."

This Exhibit to the Note is executed as of the date stated on the Note.


BANK OF AMERICA, N.A.             Resources Connection, Inc.


By______________________         By_____________________________________________
                                 Donald B. Murray, President and Chief Executive
                                 Officer


                                 Resources Connection LLC


                                 By_____________________________________________
                                 Donald B. Murray, President and Chief Executive
                                 Officer


                                 By_____________________________________________
                                 Stephen J. Giusto, Secretary

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

<PAGE>

[LOGO]
Bank of America

                     DISBURSEMENT REQUEST AND AUTHORIZATION

================================================================================

<TABLE>
<S>                                       <C>
Borrower: Resources Connection, Inc.      Lender: Bank of America, N.A.
          Resources Connection LLC                CLSC-Commercial Banking
          695 Town Center Drive                   CA9-703-11-11
          Costa Mesa, CA                          333 South Beaudry Avenue, 11th Floor
                                                  Los Angeles, CA 90017-1486

</TABLE>

LOAN TYPE. This is a Variable Rate Nondisclosable Revolving Line of Credit Loan
to a Corporation and a Limited Liability Company for $10,000,000.00 due on
September 1, 2003. The reference rate (Bank of America Prime Rate, currently
6.500%), resulting in an initial rate of 6.500.

PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for:

     [_]  Personal, Family, or Household Purposes or Personal investment.


     [X]  Business (Including Real Estate Investment).

SPECIFIC PURPOSE. The specific purpose of this loan is: General corporate
purposes.

DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will be
disbursed until all of Lender's conditions for making the loan have been
satisfied. Please disburse the loan proceeds of $10,000,000.00 as follows:

               Undisbursed Funds:                          $10,000,000.00

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

               Note Principal:                             $10,000,000.00

FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND
WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND
THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER'S FINANCIAL CONDITION
AS DISCLOSED IN BORROWER'S MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS
AUTHORIZATION IS DATED AUGUST 22, 2001.



BORROWER:


RESOURCES CONNECTION, INC.


By:________________________________________________
   Donald B. Murray, President and CEO of Resources
   Connection, Inc.



RESOURCES CONNECTION LLC

By:________________________________________________
   Donald B. Murray, President and CEO of Resources
   Connection LLC

By:________________________________________________
   Stephen J. Giusto, Secretary of Resources
   Connection LLC

================================================================================

<PAGE>

                 LIMITED LIABILITY COMPANY RESOLUTION TO BORROW

================================================================================

<TABLE>
<S>                                       <C>
Borrower: Resources Connection, Inc.      Lender: Bank of America, N.A.
          Resources Connection LLC                CLSC-Commercial Banking
          695 Town Center Drive                   CA9-703-11-11
          Costa Mesa, CA                          333 South Beaudry Avenue, 11th Floor
                                                  Los Angeles, CA 90017-1486

Company: Resources Connection LLC
         695 Town Center Drive
         Costa Mesa, CA

</TABLE>

================================================================================

WE, THE UNDERSIGNED, DO HEREBY CERTIFY THAT:

THE COMPANY'S EXISTENCE. The complete and correct name of the Company is
Resources Connection LLC ("Company"). The Company is a limited liability company
which is, and at all times shall be, duly organized, validly existing, and in
good standing under and by virtue of the laws of the State of Delaware. The
Company is duly authorized to transact business in the State of California and
all other states in which the Company is doing business, having obtained all
necessary filings, governmental licenses and approvals for each state in which
the Company is doing business. Specifically, the Company is, and at all times
shall be, duly qualified as a foreign limited liability company in all states in
which the failure to so qualify would have a material adverse effect on its
business or financial condition. The Company has the full power and authority to
own its properties and to transact the business in which it is presently engaged
or presently proposes to engage. The Company maintains an office at 695 Town
Center Drive, Costa Mesa, CA. Unless the Company has designated otherwise in
writing, the principal office is the office at which the Company keeps its books
and records. The Company will notify Lender prior to any change in the location
of the Company's state of organization or any change in the Company's name. The
Company shall do all things necessary to preserve and to keep in full force and
effect its existence, rights and privileges, and shall comply with all
regulations, rules, ordinances, statutes, orders and decrees of any governmental
or quasi-governmental authority or court applicable to the Company and the
Company's business activities.

RESOLUTIONS ADOPTED. At a meeting of the members of the Company, duly called and
held on September 17, 2001, at which a quorum was present and voting, or by
other duly authorized action in lieu of a meeting, the resolutions set forth in
this Resolution were adopted.

MEMBERS. The following named persons are members of Resources Connection LLC:

<TABLE>
<CAPTION>

    NAMES                  TITLES                AUTHORIZED               ACTUAL SIGNATURES
    -----                  ------                ----------               -----------------
    <S>                    <C>                   <C>         <C>
    Donald B. Murray       President and CEO         Y       X ________________________________________

    Stephen J. Giusto      Secretary                 Y       X ________________________________________

</TABLE>

ACTIONS AUTHORIZED. Any one (1) of the authorized persons listed above may enter
into any agreements of any nature with Lender, and those agreements will bind
the Company. Specifically, but without limitation, any one (1) of such
authorized persons are authorized, empowered, and directed to do the following
for and on behalf of the Company:

     Borrow Money. To borrow, as a cosigner or otherwise, from time to time from
     Lender, on such terms as may be agreed upon between the Company and Lender,
     such sum or sums of money as in their judgment should be borrowed; however,
     not exceeding at any one time the amount of Ten Million & 00/100 Dollars
     ($10,000,000.00), in addition to such sum or sums of money as may be
     currently borrowed by the Company from Lender.

     Execute Notes. To execute and deliver to Lender the promissory note or
     notes, or other evidence of the Company's credit accommodations, on
     Lender's forms, at such rates of interest and on such terms as may be
     agreed upon, evidencing the sums of money so borrowed or any of the
     Company's indebtedness to Lender, and also to execute and deliver to Lender
     one or more renewals, extensions, modifications, refinancings,
     consolidations, or substitutions for one or more of the notes, any portion
     of the notes, or any other evidence of credit accommodations.

     Execute Security Documents. To execute and deliver to Lender the forms of
     mortgage, deed of trust, pledge agreement, hypothecation agreement, and
     other security agreements and financing statements which Lender may require
     and which shall evidence the terms and conditions under and pursuant to
     which such liens and encumbrances, or any of them, are given; and also to
     execute and deliver to Lender any other written instruments, any chattel
     paper, or any other collateral, of any kind or nature, which Lender may
     deem necessary or proper in connection with or pertaining to the giving of
     the liens and encumbrances. Notwithstanding the foregoing, any one of the
     above authorized persons may execute, deliver, or record financing
     statements.

     Negotiate Items. To draw, endorse, and discount with Lender all drafts,
     trade acceptances, promissory notes, or other evidences of indebtedness
     payable to or belonging to the Company or in which the Company may have an
     interest, and either to receive cash for the same or to cause such proceeds
     to be credited to the Company's account with Lender, or to cause such other
     disposition of the proceeds derived therefrom as they may deem advisable.

     Further Acts. In the case of lines of credit, to designate additional or
     alternate individuals as being authorized to request advances under such
     lines, and in all cases, to do and perform such other acts and things, to
     pay any and all fees and costs, and to execute and deliver such other
     documents and agreements, including agreements waiving the right to a trial
     by jury, as the members may in their discretion deem reasonably necessary
     or proper in order to carry into effect the provisions of this Resolution.

ASSUMED BUSINESS NAMES. The Company has filed or recorded all documents or
filings required by law relating to all assumed business names used by the
Company. Excluding the name of the Company, the following is a complete list of
all assumed business names under which the Company does business:

    Assumed Business Name                   Filing Location      Date
    ---------------------                   ---------------      ----
    ON FILE WITH LENDER, IF APPLICABLE                           08-22-2001

MULTIPLE BORROWERS. The Company may enter into transactions in which there are
multiple borrowers on obligations to Lender and the Company understands and
agrees that, with or without notice to the Company, Lender may discharge or
release any party or collateral securing an obligation, grant any extension of
time for payment, delay enforcing any rights granted to Lender, or take any
other action or inaction, without the loss to Lender of any of it rights against
the Company; and that Lender may modify transactions without the consent of or
notice to anyone other than the party with whom the modification is made.

NOTICES TO LENDER. The Company will promptly notify Lender in writing at
Lender's address shown above (or such other addresses as Lender may designate
from time to time) prior to any (A) change in the Company's name; (B) change in
the Company's assumed business name(s); (C) change in the management or in the
Members of the Company; (D) change in the authorized signer(s); (E) change in
the Company's principal office address; (F) change in the Company's state of
organization; (G) conversion of the Company to a new or different type of
business entity; or (H) change in any other aspect of the Company that directly
or indirectly relates to any agreements between the Company and Lender. No
change in the

<PAGE>

                 LIMITED LIABILITY COMPANY RESOLUTION TO BORROW
                                   (Continued)                            Page 2

================================================================================

Company's name or state of organization will take effect until after Lender has
received notice

CERTIFICATION CONCERNING MEMBERS AND RESOLUTIONS. The members named above are
duly elected, appointed, or employed by or for the Company, as the case may be,
and occupy the positions set opposite their respective names. This Resolution
now stands of record on the books of the Company, is in full force and effect,
and has not been modified or revoked in any manner whatsoever.

CONTINUING VALIDITY. Any and all acts authorized pursuant to this Resolution and
performed prior to the passage of this Resolution are hereby ratified and
approved. This Resolution shall be continuing, shall remain in full force and
effect and Lender may rely on it until written notice of its revocation shall
have been delivered to and received by Lender at Lender's address shown above
(or such addresses as Lender may designate from time to time). Any such notice
shall not affect any of the Company's agreements or commitments in effect at the
time notice is given.

IN TESTIMONY WHEREOF, We have hereunto set our hand and attest that the
signatures set opposite the names listed above are their genuine signatures.

We each have read all the provisions of this Resolution, and we each personally
and on behalf of the Company certify that all statements and representations
made in this Resolution are true and correct. This Limited Liability Company
Resolution to Borrow is dated September 17, 2001. THIS RESOLUTION
IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS RESOLUTION IS AND SHALL
CONSTITUTE AND HAVE THE EFFECT OF A SEALED INSTRUMENT ACCORDING TO LAW.

                            CERTIFIED TO AND ATTESTED BY:

                            By:___________________________________________(Seal)
                               Authorized Signer for Resources Connection
                               LLC

NOTE: If the members signing this Resolution are designated by the foregoing
document as one of the members authorized to act on the Companys behalf, it is
advisable to have this Resolution signed by at least one non-authorized member
of the company.

================================================================================

<PAGE>

[LOGO]
Bank of America

                             BUSINESS LOAN AGREEMENT

================================================================================

<TABLE>
<S>                                       <C>
Borrower: Resources Connection, Inc.      Lender: Bank of America, N.A.
          Resources Connection LLC                CLSC-Commercial Banking
          695 Town Center Drive                   CA9-703-11-11
          Costa Mesa, CA                          333 South Beaudry Avenue, 11th Floor
                                                  Los Angeles, CA 90017--1486

</TABLE>

================================================================================

THIS BUSINESS LOAN AGREEMENT dated August 22, 2001, is made and executed between
Resources Connection, Inc.; and Resources Connection LLC ("Borrower") and Bank
of America, N.A. ("Lender") on the following terms and conditions. Borrower has
received prior commercial loans from Lender or has applied to Lender for a
commercial loan or loans or other financial accommodations, including those
which may be described on any exhibit or schedule attached to this Agreement
("Loan"). Borrower understands and agrees that: (A) in granting, renewing, or
extending any Loan, Lender is relying upon Borrower's representations,
warranties, and agreements as set forth in this Agreement, and (B) all such
Loans shall be and remain subject to the terms and conditions of this Agreement.

TERM. This Agreement shall be effective as of August 22, 2001, and shall
continue in full force and effect until such time as all of Borrower's Loans in
favor of Lender have been paid in full, including principal, interest, costs,
expenses, attorneys' fees, and other fees and charges, or until such time as the
parties may agree in writing to terminate this Agreement.

CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial
Advance and each subsequent Advance under this Agreement shall be subject to the
fulfillment to Lender's satisfaction of all of the conditions set forth in this
Agreement and in the Related Documents.

     Loan Documents. Borrower shall provide to Lender the following documents
     for the Loan: (1) the Note; (2) together with all such Related Documents as
     Lender may require for the Loan; all in form and substance satisfactory to
     Lender and Lender's counsel.

     Borrower's Authorization. Borrower shall have provided in form and
     substance satisfactory to Lender properly certified resolutions, duly
     authorizing the execution and delivery of this Agreement, the Note and the
     Related Documents. In addition, Borrower shall have provided such other
     resolutions, authorizations, documents and instruments as Lender or its
     counsel, may require.

     Payment of Fees and Expenses. Borrower shall have paid to Lender all fees,
     charges, and other expenses which are then due and payable as specified in
     this Agreement or any Related Document.

     Representations and Warranties. The representations and warranties set
     forth in this Agreement, in the Related Documents, and in any document or
     certificate delivered to Lender under this Agreement are true and correct.

     No Event of Default. There shall not exist at the time of any Advance a
     condition which would constitute an Event of Default under this Agreement
     or under any Related Document,

MULTIPLE BORROWERS. This Agreement has been executed by multiple obligors who
are referred to in this Agreement individually, collectively and interchangeably
as "Borrower." Unless specifically stated to the contrary, the word "Borrower"
as used in this Agreement, including without limitation all representations,
warranties and covenants, shall include all Borrowers. Borrower understands and
agrees that, with or without notice to any one Borrower, Lender may (A) make one
or more additional secured or unsecured loans or otherwise extend additional
credit with respect to any other Borrower; (B) with respect to any other
Borrower alter, compromise, renew, extend, accelerate, or otherwise change one
or more times the time for payment or other terms of any indebtedness, including
increases and decreases of the rate of interest on the indebtedness; (C)
exchange, enforce, waive, subordinate, fail or decide not to perfect, and
release any security, with or without the substitution of new collateral; (D)
release, substitute, agree not to sue, or deal with any one or more of
Borrower's or any other Borrower's sureties, endorsers, or other guarantors on
any terms or in any manner Borrower may choose; (E) determine how, when and what
application of payments and credits shall be made on any indebtedness; (F) apply
such security and direct the order or manner of sale of any Collateral,
including without limitation, any non-judicial sale permitted by the terms of
the controlling security agreement or deed of trust, as Lender in its discretion
may determine; (G) sell, transfer, assign or grant participations in all or any
part of the Loan; (H) exercise or refrain from exercising any rights against
Borrower or others, or otherwise act or refrain from acting; (I) settle or
compromise any indebtedness; and (J) subordinate the payment of all or any part
of any of Borrower's indebtedness to Lender to the payment of any liabilities
which may be due Lender or others.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of each disbursement of loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any Indebtedness exists:

     Organization. Resources Connection, Inc. is a corporation for profit which
     is, and at all times shall be, duly organized, validly existing, and in
     good standing under and by virtue of the laws of the State of Delaware.
     Resources Connection, Inc. is duly authorized to transact business in all
     other states in which Resources Connection, Inc. is doing business, having
     obtained all necessary filings, governmental licenses and approvals for
     each state in which Resources Connection, Inc. is doing business.
     Specifically, Resources Connection, Inc. is, and at all times shall be,
     duly qualified as a foreign corporation in all states in which the failure
     to so qualify would have a material adverse effect on its business or
     financial condition. Resources Connection, Inc. has the full power and
     authority to own its properties and to transact the business in which it is
     presently engaged or presently proposes to engage. Resources Connection,
     Inc. maintains its principal office at 695 Town Center Drive, Costa Mesa,
     CA. Unless Resources Connection, Inc. has designated otherwise in writing,
     this is the principal office at which Resources Connection, Inc. keeps its
     books and records including its records concerning the Collateral.
     Resources Connection, Inc. will notify Lender prior to any change in the
     location of Resources Connection, Inc.'s state of organization or any
     change in Resources Connection, Inc.'s name. Resources Connection, Inc.
     shall do all things necessary to preserve and to keep in full force and
     effect its existence, rights and privileges, and shall comply with all
     regulations, rules, ordinances, statutes, orders and decrees of any
     governmental or quasi-governmental authority or court applicable to
     Resources Connection, Inc. and Resources Connection, Inc.'s business
     activities. Resources Connection LLC is a limited liability company which
     is, and at all times shall be, duly organized, validly existing, and in
     good standing under and by virtue of the laws of the State of Delaware.
     Resources Connection LLC is duly authorized to transact business in all
     other states in which Resources Connection LLC is doing business, having
     obtained all necessary filings, governmental licenses and approvals for
     each state in which Resources Connection LLC is doing business.
     Specifically, Resources Connection LLC is, and at all times shall be, duly
     qualified as a foreign limited liability company in all states in which the
     failure to so qualify would have a material adverse effect on its business
     or financial condition. Resources Connection LLC has the full power and
     authority to own its properties and to transact the business in which it is
     presently engaged or presently proposes to engage. Resources Connection LLC
     maintains an office at 695 Town Center Drive, Costa Mesa, CA. Unless
     Resources Connection LLC has designated otherwise in writing, the principal
     office is the office at which Resources Connection LLC keeps its books and
     records including its records concerning the Collateral. Resources
     Connection LLC will notify Lender prior to any change in the location of
     Resources Connection LLC's state of organization or any change in Resources
     Connection LLC's name. Resources Connection LLC shall do all things
     necessary to preserve and to keep in full force and effect its existence,
     rights and privileges, and shall comply with all regulations, rules,
     ordinances, statutes, orders and decrees of any governmental

<PAGE>


                             BUSINESS LOAN AGREEMENT
                                   (Continued)                            Page 2

================================================================================

     or quasi-governmental authority or court applicable to Resources Connection
     LLC and Resources Connection LLC's business activities.

     Assumed Business Names. Borrower has filed or recorded all documents or
     filings required by law relating to all assumed business names used by
     Borrower. Excluding the name of Borrower, the following is a complete list
     of all assumed business names under which Borrower does business:

<TABLE>
<CAPTION>

         Borrower                       Assumed Business Name                   Filing Location      Date
         --------                       ---------------------                   ---------------      ----
         <S>                            <C>                                     <C>                  <C>
         Resources Connection, Inc.     ON FILE WITH LENDER, IF APPLICABLE                           08-22-2001

         Resources Connection LLC       ON FILE WITH LENDER, IF APPLICABLE                           08-22-2001

</TABLE>

     Authorization. Borrower's execution, delivery, and performance of this
     Agreement and all the Related Documents have been duly authorized by all
     necessary action by Borrower and do not conflict with, result in a
     violation of, or constitute a default under (1) any provision of Resources
     Connection LLC's articles of incorporation or organization, or bylaws, or
     Resources Connection LLC's articles of organization or membership
     agreements, or any agreement or other instrument binding upon Borrower or
     (2) any law, governmental regulation, court decree, or order applicable to
     Borrower or to Borrower's properties.

     Financial Information. Each of Borrower's financial statements supplied to
     Lender truly and completely disclosed Borrower's financial condition as of
     the date of the statement, and there has been no material adverse change in
     Borrower's financial condition subsequent to the date of the most recent
     financial statement supplied to Lender. Borrower has no material contingent
     obligations except as disclosed in such financial statements.

     Legal Effect. This Agreement constitutes, and any instrument or agreement
     Borrower is required to give under this Agreement when delivered will
     constitute legal, valid, and binding obligations of Borrower enforceable
     against Borrower in accordance with their respective terms.

     Properties. Except as contemplated by this Agreement or as previously
     disclosed in Borrower's financial statements or in writing to Lender and as
     accepted by Lender, and except for property tax liens for taxes not
     presently due and payable, Borrower owns and has good title to all of
     Borrower's properties free and clear of all Security Interests, and has not
     executed any security documents or financing statements relating to such
     properties. All of Borrower's properties are titled in Borrower's legal
     name, and Borrower has not used, or filed a financing statement under, any
     other name for at least the last five (5) years.

     Hazardous Substances. Except as disclosed to and acknowledged by Lender In
     writing, Borrower represents and warrants that: (1) During the period of
     Borrower's ownership of Borrower's Collateral, there has been no use,
     generation, manufacture, storage, treatment, disposal, release or
     threatened release of any Hazardous Substance by any person on, under,
     about or from any of the Collateral. (2) Borrower has no knowledge of, or
     reason to believe that there has bean (a) any breach or violation of any
     Environmental Laws; (b) any use, generation, manufacture, storage,
     treatment, disposal, release or threatened release of any Hazardous
     Substance on, under, about or from the Collateral by any prior owners or
     occupants of any of the Collateral; or (c) any actual or threatened
     litigation or claims of any kind by any person relating to such matters.
     (3) Neither Borrower nor any tenant, contractor, agent or other authorized
     user of any of the Collateral shall use, generate, manufacture, store,
     treat, dispose of or release any Hazardous Substance on, under, about or
     from any of the Collateral; and any such activity shall be conducted in
     compliance with all applicable federal, state, and local laws, regulations
     and ordinances, including without limitation all Environmental Laws.
     Borrower authorizes Lender and its agents to enter upon the Collateral to
     make such inspections and tests as Lender may deem appropriate to determine
     compliance of the Collateral with this section of the Agreement. Any
     inspections or tests made by Lender shall be at Borrower's expense and for
     Lender's purposes only and shall not be construed to create any
     responsibility or liability on the part of Lender to Borrower or to any
     other person. The representations and warranties contained herein are based
     on Borrower's due diligence in investigating the Collateral for hazardous
     waste and Hazardous Substances. Borrower hereby (1) releases and waives any
     future claims against Lender for indemnity or contribution in the event
     Borrower becomes liable for cleanup or other costs under any such laws, and
     (2) agrees to indemnify and hold harmless Lender against any and all
     claims, losses, liabilities, damages, penalties, and expenses which Lender
     may directly or indirectly sustain or suffer resulting from a breach of
     this section of the Agreement or as a consequence of any use, generation,
     manufacture, storage, disposal, release or threatened release of a
     hazardous waste or substance on the Collateral. The provisions of this
     section of the Agreement, including the obligation to indemnify, shall
     survive the payment of the Indebtedness and the termination, expiration or
     satisfaction of this Agreement and shall not be affected by Lender's
     acquisition of any interest in any of the Collateral, whether by
     foreclosure or otherwise.

     Litigation and Claims. No litigation, claim, investigation, administrative
     proceeding or similar action (including those for unpaid taxes) against
     Borrower is pending or threatened, and no other event has occurred which
     may materially adversely affect Borrower's financial condition or
     properties, other than litigation, claims, or other events, if any, that
     have been disclosed to and acknowledged by Lender in writing.

     Taxes. To the best of Borrower's knowledge, all of Borrower's tax returns
     and reports that are or were required to be filed, have been filed, and all
     taxes, assessments and other governmental charges have been paid in full,
     except those presently being or to be contested by Borrower in good faith
     in the ordinary course of business and for which adequate reserves have
     been provided.

     Lien Priority. Unless otherwise previously disclosed to Lender in writing,
     Borrower has not entered into or granted any Security Agreements, or
     permitted the filing or attachment of any Security Interests on or
     affecting any of the Collateral directly or indirectly securing repayment
     of Borrower's Loan and Note, that would be prior or that may in any way be
     superior to Lender's Security Interests and rights in and to such
     Collateral.

     Binding Effect. This Agreement, the Note, all Security Agreements (if any)
     and all Related Documents are binding upon the signers thereof, as well as
     upon their successors, representatives and assigns, and are legally
     enforceable in accordance with their respective terms.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long
as this Agreement remains in effect, Borrower will:

     Notices of Claims and Litigation. Promptly inform Lender in writing of (1)
     all material adverse changes in Borrower's financial condition, and (2) all
     existing and all threatened litigation, claims, investigations,
     administrative proceedings or similar actions affecting Borrower or any
     Guarantor which could materially affect the financial condition of Borrower
     or the financial condition of any Guarantor.

     Financial Records. Maintain its books and records in accordance with GAAP,
     applied on a consistent basis, and permit Lender to examine and audit
     Borrower's books and records at all reasonable times.

     Financial Statements. Furnish Lender with the following:

         Annual Statements. As soon as available, but in no event later than
         ninety (90) days after the end of each fiscal year, Borrower's balance
         sheet and income statement for the year ended, audited by a certified
         public accountant satisfactory to Lender.

         Interim Statements. As soon as available, but in no event later than 45
         days after the end of each fiscal quarter, Borrower's balance sheet and
         profit and loss statement for the period ended, prepared by Borrower.

         Additional Requirements.

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

<PAGE>

                             BUSINESS LOAN AGREEMENT
                                   (Continued)                            Page 3

================================================================================

     Compliance Certificates--Revised Schedule. In lieu of the provisions of the
     Affirmative Covenant paragraph below entitled "Compliance Certificates,"
     the following provision is substituted to replace it in its entirety:

     "Borrower covenants and agrees with Lender that, so long as this Agreement
     remains in effect, Borrower will deliver to Lender (a) within ninety (90)
     days following the end of each fiscal year, and (b) within forty-five (45)
     days following the end of each quarter, a certificate signed by an
     authorized financial officer of Borrower setting forth (i) the information
     and computations (in sufficient detail) to establish that Borrower is in
     compliance with all financial covenants at the end of the period covered by
     the financial statements then being delivered to Lender, and (ii) whether
     there existed as of the date of such financial statements and whether there
     exists as of the date of the certificate, any Event of Default under this
     Agreement and, if any such default exists, specifying the nature thereof
     and the action Borrower is taking and proposes to take with respect
     thereto.

All financial reports required to be provided under this Agreement shall be
prepared in accordance with GAAP, applied on a consistent basis, and certified
by Borrower as being true and correct.

Additional Information. Furnish such additional information and statements, as
Lender may request from time to time.

Financial Covenants and Ratios. Comply with the following covenants and ratios:

     Other Requirements.

     Tangible Net Worth. To maintain on a consolidated basis Tangible Net Worth
     equal to at least Thirty Five Million Dollars ($35,000,000). "Tangible Net
     Worth" means the value of Borrower's total assets (including leaseholds and
     leasehold improvements but excluding goodwill, patents, trademarks, trade
     names, organization expense, unamortized debt discount and expense,
     capitalized or deferred research and development costs, deferred marketing
     expenses, deferred receivables, and other like intangibles, and monies due
     from affiliates, officers, directors, employees, shareholders, members or
     managers of Borrower) less total liabilities, including but not limited to
     accrued and deferred income taxes, and any reserves against assets but
     excluding the non-current portion of Subordinated Liabilities.
     "Subordinated Liabilities" means liabilities subordinated to Borrower's
     obligations to Lender in a manner acceptable to Lender, in its sole
     discretion.

     Out of Debt Period. To reduce the amount of advances outstanding under this
     Agreement to zero for a period of at least 30 consecutive days in each
     Line-Year. "Line-year" means the period between the date of this Agreement
     and August 1, 2002, and each subsequent one-year period (If any).

     Minimum EBITDA. To maintain on a consolidated basis EBITDA equal to at
     least Nineteen Million Dollars ($19,000,000). "EBITDA" means net income,
     less income or loss from discontinued operations and extraordinary items,
     plus income taxes, plus interest expense, plus depreciation, depletion,
     amortization and other non-cash charges. This ratio will be calculated at
     the end of each reporting period for which Lender requires financial
     statements from Borrower, using the results of the twelve-month period
     ending with that reporting period.

     Profitability. To maintain on a consolidated basis a positive net income
     before taxes and extraordinary items for each quarterly accounting period.

     Except as provided above, all computations made to determine compliance
     with the requirements contained in this paragraph shall be made in
     accordance with generally accepted accounting principles, applied on a
     consistent basis, and certified by Borrower as being true and correct.

Insurance. Maintain fire and other risk insurance, public liability insurance,
and such other insurance as Lender may require with respect to Borrower's
properties and operations, in form, amounts, coverages and with insurance
companies acceptable to Lender. Borrower, upon request of Lender, will deliver
to Lender from time to time the policies or certificates of insurance in form
satisfactory to Lender, including stipulations that coverages will not be
cancelled or diminished without at least thirty (30) days prior written notice
to Lender. Each insurance policy also shall include an endorsement providing
that coverage in favor of Lender will not be impaired in any way by any act,
omission or default of Borrower or any other person. In connection with all
policies covering assets in which Lender holds or is offered a security interest
for the Loans, Borrower will provide Lender with such lender's loss payable or
other endorsements as Lender may require.

Insurance Reports. Furnish to Lender, upon request of Lender, reports on each
existing insurance policy showing such information as Lender may reasonably
request, including without limitation the following: (1) the name of the
insurer; (2) the risks insured; (3) the amount of the policy; (4) the properties
insured; (5) the then current property values on the basis of which insurance
has been obtained, and the manner of determining those values; and (6) the
expiration date of the policy. In addition, upon request of Lender (however not
more often than annually), Borrower will have an independent appraiser
satisfactory to Lender determine, as applicable, the actual cash value or
replacement cost of any Collateral. The cost of such appraisal shall be paid by
Borrower.

Other Agreements. Comply with all terms and conditions of all other agreements,
whether now or hereafter existing, between Borrower and any other party and
notify Lender immediately in writing of any default in connection with any other
such agreements.

Loan Proceeds. Use all Loan proceeds solely for the following specific purposes:
general corporate purposes, including working capital needs, capital
expenditures, and letters of credit.

Taxes, Charges and Liens. Pay and discharge when due all of its indebtedness and
obligations, including without limitation all assessments, taxes, governmental
charges, levies and liens, of every kind and nature, imposed upon Borrower or
its properties, income, or profits, prior to the date on which penalties would
attach, and all lawful claims that, if unpaid, might become a lien or charge
upon any of Borrower's properties, income, or profits.

Performance. Perform and comply, in a timely manner, with all terms, conditions,
and provisions set forth in this Agreement, in the Related Documents, and in all
other instruments and agreements between Borrower and Lender. Borrower shall
notify Lender immediately in writing of any default in connection with any
agreement.

Operations. Maintain executive and management personnel with substantially the
same qualifications and experience as the present executive and management
personnel; provide written notice to Lender of any change in executive and
management personnel; conduct its business affairs in a reasonable and prudent
manner.

Environmental Studies. Promptly conduct and complete, at Borrower's expense, all
such investigations, studies, samplings and testings as may be requested by
Lender or any governmental authority relative to any substance, or any waste or
by-product of any substance defined as toxic or a hazardous substance under
applicable federal, state, or local law, rule, regulation, order or directive,
at or affecting any property or any facility owned, leased or used by Borrower.

Compliance with Governmental Requirements. Comply with all laws, ordinances, and
regulations, now or hereafter in effect, of all governmental authorities
applicable to the conduct of Borrower's properties, businesses and operations,
and to the use or occupancy of the Collateral, including without limitation, the
Americans With Disabilities Act. Borrower may contest in good faith any such
law, ordinance, or regulation and withhold compliance during any proceeding,
including appropriate appeals, so long as Borrower has notified Lender in
writing prior

<PAGE>

                             BUSINESS LOAN AGREEMENT
                                   (Continued)                            Page 4

================================================================================

     to doing so and so long as, in Lender's sole opinion, Lender's interests in
     the Collateral are not jeopardized. Lender may require Borrower to post
     adequate security or a surety bond, reasonably satisfactory to Lender, to
     protect Lender's interest.

     Inspection. Permit employees or agents of Lender at any reasonable time to
     inspect any and all Collateral for the Loan or Loans and Borrower's other
     properties and to examine or audit Borrower's books, accounts, and records
     and to make copies and memoranda of Borrower's books, accounts, and
     records. If Borrower now or at any time hereafter maintains any records
     (including without limitation computer generated records and computer
     software programs for the generation of such records) in the possession of
     a third party, Borrower, upon request of Lender, shall notify such party to
     permit Lender free access to such records at all reasonable times and to
     provide Lender with copies of any records it may request, all at Borrower's
     expense.

     Compliance Certificates. Unless waived in writing by Lender, provide Lender
     at least annually, with a certificate executed by Borrower's chief
     financial officer, or other officer or person acceptable to Lender,
     certifying that the representations and warranties set forth in this
     Agreement are true and correct as of the date of the certificate and
     further certifying that, as of the date of the certificate, no Event of
     Default exists under this Agreement.

     Environmental Compliance and Reports. Borrower shall comply in all respects
     with any and all Environmental Laws; not cause or permit to exist, as a
     result of an intentional or unintentional action or omission on Borrower's
     part or on the part of any third party, on property owned and/or occupied
     by Borrower, any environmental activity where damage may result to the
     environment, unless such environmental activity is pursuant to and in
     compliance with the conditions of a permit issued by the appropriate
     federal, state or local governmental authorities; shall furnish to Lender
     promptly and in any event within thirty (30) days after receipt thereof a
     copy of any notice, summons, lien, citation, directive, letter or other
     communication from any governmental agency or instrumentality concerning
     any intentional or unintentional action or omission on Borrower's part in
     connection with any environmental activity whether or not there is damage
     to the environment and/or other natural resources.

     Additional Assurances. Make, execute and deliver to Lender such promissory
     notes, mortgages, deeds of trust, security agreements, assignments,
     financing statements, instruments, documents and other agreements as Lender
     or its attorneys may reasonably request to evidence and secure the Loans
     and to perfect all Security Interests.

LENDER'S EXPENDITURES. If any action or proceeding is commenced that would
materially affect Lender's interest in the Collateral or if Borrower fails to
comply with any provision of this Agreement or any Related Documents, including
but not limited to Borrower's failure to discharge or pay when due any amounts
Borrower is required to discharge or pay under this Agreement or any Related
Documents, Lender on Borrower's behalf may (but shall not be obligated to) take
any action that Lender deems appropriate, including but not limited to
discharging or paying all taxes, liens, security interests, encumbrances and
other claims, at any time levied or placed on any Collateral and paying all
costs for insuring, maintaining and preserving any Collateral. All such
expenditures incurred or paid by Lender for such purposes will then bear
interest at the rate charged under the Note from the date incurred or paid by
Lender to the date of repayment by Borrower. All such expenses will become a
part of the Indebtedness and, at Lender's option, will (A) be payable on demand;
(B) be added to the balance of the Note and be apportioned among and be payable
with any installment payments to become due during either (1) the term of any
applicable insurance policy; or (2) the remaining term of the Note; or (C) be
treated as a balloon payment which will be due and payable at the Note's
maturity.

NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of
Lender:

     Additional Financial Restrictions.

     Capital Expenditures. Spend more than Five Million Dollars ($5,000,000) in
     any single fiscal year to acquire fixed and capital assets; provided,
     however, that the Borrower may Incur obligations (including the total
     amount of any capital leases) to acquire such assets up to One Million
     Dollars ($1,000,000) during such period.

     Other Debts. Have outstanding or incur any direct or contingent liabilities
     (other than those to the Lender), or become liable for the liabilities of
     others, without the Lender's written consent. This does not prohibit: (a)
     Acquiring goods, supplies, or merchandise on normal trade credit. (b)
     Endorsing negotiable instruments received in the usual course of business.
     (c) Obtaining surety bonds in the usual course of business. (d) Liabilities
     and lines of credit in existence on the date of this Agreement disclosed in
     writing to the Lender. (e) Additional debts for the acquisition of fixed
     assets, to the extent permitted elsewhere in this Agreement.

     Other Liens. Create, assume, or allow any security interest or lien
     (including judicial liens) on property the Borrower now or later owns,
     except: (a) Liens and security interests in favor of the Lender. (b) Liens
     for taxes not yet due. (c) Liens outstanding on the date of this Agreement
     disclosed in writing to the Lender. (d) Additional purchase money security
     interests in equipment or other personal property fixed assets acquired
     after the date of this Agreement, if the total principal amount of debts
     secured by such liens does not exceed One Million Dollars ($1,000,000) at
     any one time.

     Sale of Assets. Sell, assign, lease, transfer or otherwise dispose of all
     or a substantial part of the Borrower's business or the Borrower's assets
     except in the ordinary course of the Borrower's business.

     Loans. Make any loans, advances or other extensions of credit to any
     individual or entity, except for: (a) existing extensions of credit to the
     Borrower's current subsidiaries. (b) extensions of credit in the nature of
     accounts receivable or notes receivable arising from the sale or lease of
     goods or services in the ordinary course of business to non-affiliated
     entities.

     Loans to Officers or Affiliates. Make any loans, advances or other
     extensions of credit (including extensions of credit in the nature of
     accounts receivable or notes receivable arising from the sale or lease of
     goods or services) to any of the Borrower's executives, officers, directors
     or shareholders (or any relatives of any of the foregoing), or to any
     affiliated entities in excess of Five Hundred Thousand Dollars ($500,000)
     in the aggregate at any one time.

     Investments. Have any existing, or make any new, investments in, any
     individual or entity, or make any capital contributions or other transfers
     of assets to any individual or entity, except for: (a) existing investments
     in the Borrower's current subsidiaries. (b) investments in any of the
     following: (i) certificates of deposit; (ii) U.S. treasury bills and other
     obligations of the federal government.

     Acquisitions. Acquire or purchase a business or its assets except for cash
     or stock of the Borrower, or both, including assumption of direct or
     contingent debt, and not in excess of Forty Million Dollars ($40,000,000)
     in the aggregate during the tenor of the line of credit; and provided.
     further, no part of the purchase price is paid with the proceeds of an
     Advance under this Agreement.

     Continuity of Operations. (1) Engage in any business activities
     substantially different than those in which Borrower is presently engaged,
     (2) cease operations, liquidate, merge, transfer, acquire or consolidate
     with any other entity, change its name, dissolve or transfer or sell
     Collateral out of the ordinary course of business, or (3) pay any dividends
     on Borrower's stock (other than dividends payable in its stock), provided,
     however that notwithstanding the foregoing, but only so long as no Event of
     Default has occurred and is continuing or would result from the payment of
     dividends, if Borrower is a "Subchapter S Corporation" (as defined in the
     Internal Revenue Code of 1986, as amended), Borrower may pay cash dividends
     on its stock to its shareholders from time to time in amounts necessary to
     enable the shareholders to pay income taxes and make estimated income tax
     payments to satisfy their liabilities under federal and state law which
     arise solely from their status as Shareholders of a

<PAGE>



                             BUSINESS LOAN AGREEMENT
                                   (Continued)                            Page 5

================================================================================

     Subchapter S Corporation because of their ownership of shares of Borrower's
     stock, or purchase or retire any of Borrowers outstanding shares or alter
     or amend Borrower's capital structure.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to
Borrower, whether under this Agreement or under any other agreement, Lender
shall have no obligation to make Loan Advances or to disburse Loan proceeds if:
(A) Borrower or any Guarantor is in default under the terms of this Agreement or
any of the Related Documents or any other agreement that Borrower or any
Guarantor has with Lender; (B) Borrower or any Guarantor dies, becomes
incompetent or becomes insolvent, files a petition in bankruptcy or similar
proceedings, or is adjudged a bankrupt; (C) there occurs a material adverse
change in Borrower's financial condition, in the financial condition of any
Guarantor, or in the value of any Collateral securing any Loan; or (D) any
Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such
Guarantor's guaranty of the Loan or any other loan with Lender; or (E) Lender in
good faith deems itself insecure, even though no Event of Default shall have
occurred.

RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
debt against any and all such accounts.

DEFAULT. Each of the following shall constitute an Event of Default under this
Agreement:

     Payment Default. Borrower fails to make any payment when due under the
     Loan.

     Other Defaults. Borrower fails to comply with or to perform any other term,
     obligation, covenant or condition contained in this Agreement or in any of
     the Related Documents or to comply with or to perform any term, obligation,
     covenant or condition contained in any other agreement between Lender and
     Borrower.

     Default In Favor of Third Parties. Borrower or any Grantor defaults under
     any loan, extension of credit, security agreement, purchase or sales
     agreement, or any other agreement, in favor of any other creditor or person
     that may materially affect any of Borrower's or any Grantor's property or
     Borrower's or any Grantor's ability to repay the Loans or perform their
     respective obligations under this Agreement or any of the Related
     Documents.

     False Statements. Any warranty, representation or statement made or
     furnished to Lender by Borrower or on Borrower's behalf under this
     Agreement or the Related Documents is false or misleading in any material
     respect, either now or at the time made or furnished or becomes false or
     misleading at any time thereafter.

     Insolvency. The dissolution or termination of Borrower's existence as a
     going business, the insolvency of Borrower, the appointment of a receiver
     for any part of Borrower's property, any assignment for the benefit of
     creditors, any type of creditor workout, or the commencement of any
     proceeding under any bankruptcy or insolvency laws by or against Borrower.

     Defective Collateralization. This Agreement or any of the Related Documents
     ceases to be in full force and effect (including failure of any collateral
     document to create a valid and perfected security interest or lien) at any
     time and for any reason.

     Creditor of Forfeiture Proceedings. Commencement of foreclosure or
     forfeiture proceedings, whether by judicial proceeding, self-help,
     repossession or any other method, by any creditor of Borrower or by any
     governmental agency against any collateral securing the Loan. This includes
     a garnishment of any of Borrower's accounts, including deposit accounts,
     with Lender. However, this Event of Default shall not apply if there is a
     good faith dispute by Borrower as to the validity or reasonableness of the
     claim which is the basis of the creditor or forfeiture proceeding and if
     Borrower gives Lender written notice of the creditor or forfeiture
     proceeding and deposits with Lender monies or a surety bond for the
     creditor or forfeiture proceeding, in an amount determined by Lender, in
     its sole discretion, as being an adequate reserve or bond for the dispute.

     Events Affecting Guarantor. Any of the preceding events occurs with respect
     to any Guarantor of any of the Indebtedness or any Guarantor dies or
     becomes incompetent, or revokes or disputes the validity of, or liability
     under, any Guaranty of the Indebtedness.

     Change in Ownership. Any change in ownership of twenty-five percent (25%)
     or more of the common stock of Borrower.

     Adverse Change. A material adverse change occurs in Borrower's financial
     condition, or Lender believes the prospect of payment or performance of the
     Loan is impaired.

     Insecurity. Lender in good faith believes itself insecure.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where
otherwise provided in this Agreement or the Related Documents, all commitments
and obligations of Lender under this Agreement or the Related Documents or any
other agreement immediately will terminate (including any obligation to make
further Loan Advances or disbursements), and, at Lender's option, all
Indebtedness immediately will become due and payable, all without notice of any
kind to Borrower, except that in the case of an Event of Default of the type
described in the "Insolvency" subsection above, such acceleration shall be
automatic and not optional. In addition, Lender shall have all the rights and
remedies provided in the Related Documents or available at law, in equity, or
otherwise. Except as may be prohibited by applicable law, all of Lender's rights
and remedies shall be cumulative and may be exercised singularly or
concurrently. Election by Lender to pursue any remedy shall not exclude pursuit
of any other remedy, and an election to make expenditures or to take action to
perform an obligation of Borrower or of any Grantor shall not affect Lender's
right to declare a default and to exercise its rights and remedies.

NOTICE OF FINAL AGREEMENT. THIS WRITTEN AGREEMENT AND THE OTHER LOAN DOCUMENTS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

ARBITRATION. (a) This paragraph concerns the resolution of any controversies or
claims between the parties, whether arising in contract, tort or by statute,
including but not limited to controversies or claims that arise out of or relate
to: (i) this agreement (including any renewals, extensions or modifications); or
(ii) any document related to this agreement; (collectively a "Claim").

(b) At the request of any party to this agreement, any Claim shall be resolved
by binding arbitration in accordance with the Federal Arbitration Act (Title 9,
U.S. Code) (the "Act"). The Act will apply even though this agreement provides
that it is governed by the law of a specified state.

(c) Arbitration proceedings will be determined in accordance with the Act, the
applicable rules and procedures for the arbitration of disputes of JAMS or any
successor thereof ("JAMS"), and the terms of this paragraph. In the event of any
inconsistency, the terms of this paragraph shall control.

(d) The arbitration shall be administered by JAMS and conducted, unless
otherwise required by law, in any U. S. state where real or tangible personal
property collateral for this credit is located or if there is no such
collateral, in the state specified in the governing law section of this
agreement. All Claims shall be determined by one arbitrator; however, if Claims
exceed $5,000,000, upon the request of any party, the Claims shall be decided by
three arbitrators. All arbitration hearings shall commence within 90 days of the
demand for arbitration and close within 90 days of commencement and the award of
the arbitrator(s) shall be issued within 30 days of the close of the hearing.
However, the arbitrator(s), upon a showing of good cause, may extend the
commencement of the hearing for up to an additional 60 days. The arbitrator(s)
shall provide a concise written statement of reasons for the award. The
arbitration award may be submitted to any court having jurisdiction to be
confirmed and enforced.

<PAGE>



                             BUSINESS LOAN AGREEMENT
                                   (Continued)                            Page 6

================================================================================

(e) The arbitrator(s) will have the authority to decide whether any Claim is
barred by the statute of limitations and, if so, to dismiss the arbitration on
that basis. For purposes of the application of the statute of limitations, the
service on JAMS under applicable JAMS rules of a notice of Claim is the
equivalent of the filing of a lawsuit. Any dispute concerning this arbitration
provision or whether a Claim is arbitrable shall be determined by the
arbitrator(s). The arbitrator(s) shall have the power to award legal fees
pursuant to the terms of this agreement.

(f) This paragraph does not limit the right of any party to: (i) exercise
self-help remedies, such as but not limited to, setoff; (ii) initiate judicial
or nonjudicial foreclosure against any real or personal property collateral;
(iii) exercise any judicial or power of sale rights, or (iv) act in a court of
law to obtain an interim remedy, such as but not limited to, injunctive relief,
writ of possession or appointment of a receiver, or additional or supplementary
remedies.

(g) The filing of a court action is not intended to constitute a waiver of the
right of the any party, including the suing party, thereafter to require
submittal of the Claim to arbitration.

(h) The procedure described above will not apply if the Claim, at the time of
the proposed submission to arbitration, arises from or relates to an obligation
to the Lender secured by real property located in California. In this case, all
of the parties to this agreement must consent to submission of the Claim to
arbitration. If both parties do not consent to arbitration, the Claim will be
resolved as follows: The parties will designate a referee (or a panel of
referees) selected under the auspices of JAMS in the same manner as arbitrators
are selected in JAMS administered proceedings. The designated referee(s) will be
appointed by a court as provided in California Code of Civil Procedure Section
638 and the following related sections. The referee (or presiding referee of the
panel) will be an active attorney or a retired judge. The award that results
from the decision of the referee(s) will be entered as a judgment in the court
that appointed the referee, in accordance with the provisions of California Code
of Civil Procedure Sections 644 and 645.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Agreement:

     Amendments. This Agreement, together with any Related Documents,
     constitutes the entire understanding and agreement of the parties as to the
     matters set forth in this Agreement. No alteration of or amendment to this
     Agreement shall be effective unless given in writing and signed by the
     party or parties sought to be charged or bound by the alteration or
     amendment.

     Attorneys' Fees; Expenses. Borrower agrees to pay upon demand all of
     Lender's costs and expenses, including Lender's attorneys' fees and
     Lender's legal expenses, incurred in connection with the enforcement of
     this Agreement. Lender may hire or pay someone else to help enforce this
     Agreement, and Borrower shall pay the costs and expenses of such
     enforcement. Costs and expenses include Lender's attorneys' fees and legal
     expenses whether or not there is a lawsuit, including attorneys' fees and
     legal expenses for bankruptcy proceedings (including efforts to modify or
     vacate any automatic stay or injunction), appeals, and any anticipated
     post-judgment collection services. Borrower also shall pay all court costs
     and such additional fees as may be directed by the court.

     Caption Headings. Caption headings in this Agreement are for convenience
     purposes only and are not to be used to interpret or define the provisions
     of this Agreement.

     Consent to Loan Participation. Borrower agrees and consents to Lender's
     sale or transfer, whether now or later, of one or more participation
     interests in the Loan to one or more purchasers, whether related or
     unrelated to Lender. Lender may provide, without any limitation whatsoever,
     to any one or more purchasers, or potential purchasers, any information or
     knowledge Lender may have about Borrower or about any other matter relating
     to the Loan, and Borrower hereby waives any rights to privacy Borrower may
     have with respect to such matters. Borrower additionally waives any and all
     notices of sale of participation interests, as well as all notices of any
     repurchase of such participation interests. Borrower also agrees that the
     purchasers of any such participation interests will be considered as the
     absolute owners of such interests in the Loan and will have all the rights
     granted under the participation agreement or agreements governing the sale
     of such participation interests. Borrower further waives all rights of
     offset or counterclaim that it may have now or later against Lender or
     against any purchaser of such a participation interest and unconditionally
     agrees that either Lender or such purchaser may enforce Borrower's
     obligation under the Loan irrespective of the failure or insolvency of any
     holder of any interest in the Loan. Borrower further agrees that the
     purchaser of any such participation interests may enforce its interests
     irrespective of any personal claims or defenses that Borrower may have
     against Lender.

     Governing Law. This Agreement will be governed by, construed and enforced
     In accordance with federal law and the laws of the State of California.
     This Agreement has been accepted by Lender in the State of California.

     Choice of Venue. If there is a lawsuit, Borrower agrees upon Lender's
     request to submit to the jurisdiction of the courts of any County, State of
     California.

     Joint and Several Liability. All obligations of Borrower under this
     Agreement shall be joint and several, and all references to Borrower shall
     mean each and every Borrower. This means that each Borrower signing below
     is responsible for all obligations in this Agreement. Where any one or more
     of the parties is a corporation, partnership, limited liability company or
     similar entity, it is not necessary for Lender to inquire into the powers
     of any of the officers, directors, partners, members, or other agents
     acting or purporting to act on the entity's behalf, and any obligations
     made or created in reliance upon the professed exercise of such powers
     shall be guaranteed under this Agreement.

     No Waiver by Lender. Lender shall not be deemed to have waived any rights
     under this Agreement unless such waiver is given in writing and signed by
     Lender. No delay or omission on the part of Lender in exercising any right
     shall operate as a waiver of such right or any other right. A waiver by
     Lender of a provision of this Agreement shall not prejudice or constitute a
     waiver of Lender's right otherwise to demand strict compliance with that
     provision or any other provision of this Agreement. No prior waiver by
     Lender, nor any course of dealing between Lender and Borrower, or between
     Lender and any Grantor, shall constitute a waiver of any of Lender's rights
     or of any of Borrower's or any Grantor's obligations as to any future
     transactions. Whenever the consent of Lender is required under this
     Agreement, the granting of such consent by Lender in any instance shall not
     constitute continuing consent to subsequent instances where such consent is
     required and in all cases such consent may be granted or withheld in the
     sole discretion of Lender.

     Notices. Any notice required to be given under this Agreement shall be
     given in writing, and shall be effective when actually delivered, when
     actually received by telefacsimile (unless otherwise required by law), when
     deposited with a nationally recognized overnight courier, or, if mailed,
     when deposited in the United States mail, as first class, certified or
     registered mail postage prepaid, directed to the addresses shown near the
     beginning of this Agreement. Any party may change its address for notices
     under this Agreement by giving formal written notice to the other parties,
     specifying that the purpose of the notice is to change the party's address.
     For notice purposes, Borrower agrees to keep Lender informed at all times
     of Borrower's current address. Unless otherwise provided or required by
     law, if there is more than one Borrower, any notice given by Lender to any
     Borrower is deemed to be notice given to all Borrowers.

     Severability, If a court of competent jurisdiction finds any provision of
     this Agreement to be illegal, invalid, or unenforceable as to any person or
     circumstance, that finding shall not make the offending provision illegal,
     invalid, or unenforceable as to any other person or circumstance. If
     feasible, the offending provision shall be considered modified so that it
     becomes legal, valid and enforceable. If the offending provision cannot be
     so modified, it shall be considered deleted from this Agreement. Unless
     otherwise required by law, the illegality, invalidity, or unenforceability
     of any provision of this Agreement shall not affect the legality, validity
     or enforceability of any other provision of this Agreement.

<PAGE>


                             BUSINESS LOAN AGREEMENT
                                   (Continued)                            Page 7

================================================================================

     Subsidiaries and Affiliates of Borrower. To the extent the context of any
     provisions of this Agreement makes it appropriate, including without
     limitation any representation, warranty or covenant, the word "Borrower" as
     used in this Agreement shall include all of Borrower's subsidiaries and
     affiliates. Notwithstanding the foregoing however, under no circumstances
     shall this Agreement be construed to require Lender to make any Loan or
     other financial accommodation to any of Borrower's subsidiaries or
     affiliates.

     Successors and Assigns. All covenants and agreements contained by or on
     behalf of Borrower shall bind Borrower's successors and assigns and shall
     inure to the benefit of Lender and its successors and assigns. Borrower
     shall not, however, have the right to assign Borrower's rights under this
     Agreement or any interest therein, without the prior written consent of
     Lender.

     Survival of Representations and Warranties. Borrower understands and agrees
     that in extending Loan Advances, Lender is relying on all representations,
     warranties, and covenants made by Borrower in this Agreement or in any
     certificate or other instrument delivered by Borrower to Lender under this
     Agreement or the Related Documents. Borrower further agrees that regardless
     of any investigation made by Lender, all such representations, warranties
     and covenants will survive the extension of Loan Advances and delivery to
     Lender of the Related Documents, shall be continuing in nature, shall be
     deemed made and redated by Borrower at the time each Loan Advance is made,
     and shall remain in full force and effect until such time as Borrower's
     Indebtedness shall be paid in full, or until this Agreement shall be
     terminated in the manner provided above, whichever is the last to occur.

     Time is of the Essence. Time is of the essence in the performance of this
     Agreement.

     Waive Jury. All parties to this Agreement hereby waive the right to any
     jury trial in any action, proceeding, or counterclaim brought by any party
     against any other party.

DEFINITIONS. The following capitalized words and terms shall have the following
meanings when used in this Agreement. Unless specifically stated to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the plural, and the plural shall include the singular, as the context may
require. Words and terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code. Accounting
words and terms not otherwise defined in this Agreement shall have the meanings
assigned to them in accordance with generally accepted accounting principles as
in effect on the date of this Agreement:

     Advance. The word "Advance" means a disbursement of Loan funds made, or to
     be made, to Borrower or on Borrower's behalf on a line of credit or
     multiple advance basis under the terms and conditions of this Agreement.

     Agreement. The word "Agreement" means this Business Loan Agreement, as this
     Business Loan Agreement may be amended or modified from time to time,
     together with all exhibits and schedules attached to this Business Loan
     Agreement from time to time.

     Borrower. The word "Borrower" means Resources Connection, Inc.; and
     Resources Connection LLC, and all other persons and entities signing the
     Note in whatever capacity.

     Collateral. The word "Collateral" means all property and assets granted as
     collateral security for a Loan, whether real or personal property, whether
     granted directly or indirectly, whether granted now or in the future, and
     whether granted in the form of a security interest, mortgage, collateral
     mortgage, deed of trust, assignment, pledge, crop pledge, chattel mortgage,
     collateral chattel mortgage, chattel trust, factor's lien, equipment trust,
     conditional sale, trust receipt, lien, charge, lien or title retention
     contract, lease or consignment intended as a security device, or any other
     security or lien interest whatsoever, whether created by law, contract, or
     otherwise.

     Environmental Laws. The words "Environmental Laws" mean any and all state,
     federal and local statutes, regulations and ordinances relating to the
     protection of human health or the environment, including without limitation
     the Comprehensive Environmental Response, Compensation, and Liability Act
     of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the
     Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499
     ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section
     1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C.
     Section 6901, et seq., Chapters 6.5 through 7.7 of Division 20 of the
     California Health and Safety Code, Section 25100, et seq., or other
     applicable state or federal laws, rules, or regulations adopted pursuant
     thereto.

     Event of Default. The words "Event of Default" mean any of the events of
     default set forth in this Agreement in the default section of this
     Agreement.

     GAAP. The word "GAAP" means generally accepted accounting principles.

     Grantor. The word "Grantor" means each and all of the persons or entities
     granting a Security Interest in any Collateral for the Loan, including
     without limitation all Borrowers granting such a Security Interest.

     Guarantor. The word "Guarantor" means any guarantor, surety, or
     accommodation party of any or all of the Loan.

     Guaranty. The word "Guaranty" means the guaranty from Guarantor to Lender,
     including without limitation a guaranty of all or part of the Note.

     Hazardous Substances. The words "Hazardous Substances" mean materials that,
     because of their quantity, concentration or physical, chemical or
     infectious characteristics, may cause or pose a present or potential hazard
     to human health or the environment when improperly used, treated, stored,
     disposed of, generated, manufactured, transported or otherwise handled. The
     words "Hazardous Substances" are used in their very broadest sense and
     include without limitation any and all hazardous or toxic substances,
     materials or waste as defined by or listed under the Environmental Laws.
     The term "Hazardous Substances" also includes, without limitation,
     petroleum and petroleum by-products or any fraction thereof and asbestos.

     Indebtedness. The word "Indebtedness" means the indebtedness evidenced by
     the Note or Related Documents, including all principal and interest
     together with all other indebtedness and costs and expenses for which
     Borrower is responsible under this Agreement or under any of the Related
     Documents.

     Lender. The word "Lender" means Bank of America, N.A., its successors and
     assigns.

     Loan. The word "Loan" means any and all loans and financial accommodations
     from Lender to Borrower whether now or hereafter existing, and however
     evidenced, including without limitation those loans and financial
     accommodations described herein or described on any exhibit or schedule
     attached to this Agreement from time to time.

     Note. The word "Note" means the Note executed by Borrower in the principal
     amount of $10,000,000.00 dated August 22, 2001, together with all renewals
     of, extensions of, modifications of, refinancings of, consolidations of,
     and substitutions for the note or credit agreement.

     Related Documents. The words "Related Documents" mean all promissory notes,
     credit agreements, loan agreements, environmental agreements, guaranties,
     security agreements, mortgages, deeds of trust, security deeds, collateral
     mortgages, and all other instruments, agreements and documents, whether now
     or hereafter existing, executed in connection with the Loan.

     Security Agreement. The words "Security Agreement" mean and include without
     limitation any agreements, promises, covenants, arrangements,
     understandings or other agreements, whether created by law, contract, or
     otherwise, evidencing, governing, representing, or creating a Security

<PAGE>

                             BUSINESS LOAN AGREEMENT
                                   (Continued)                            Page 8

================================================================================

     Interest.

     Security Interest. The words "Security Interest" mean, without limitation,
     any and all types of collateral security, present and future, whether in
     the form of a lien, charge, encumbrance, mortgage, deed of trust, security
     deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel
     mortgage, chattel trust, factor's lien, equipment trust, conditional sale,
     trust receipt, lien or title retention contract, lease or consignment
     intended as a security device, or any other security or lien interest
     whatsoever whether created by law, contract, or otherwise.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN
AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS
DATED AUGUST 22, 2001.

BORROWER:


RESOURCES CONNECTION, INC.

By:________________________________________________
   Donald B. Murray, President and CEO of Resources
   Connection, Inc.


RESOURCES CONNECTION LLC

By:________________________________________________
   Donald B. Murray, President and CEO of Resources
   Connection LLC

By:________________________________________________
   Stephen J. Giusto, Secretary of Resources
   Connection LLC

LENDER:


BANK OF AMERICA, N.A.


By:________________________________________________
   Authorized Signer

================================================================================

<PAGE>

                                                         Customer # ____________

                      EXHIBIT A TO BUSINESS LOAN AGREEMENT
                      ------------------------------------

THIS EXHIBIT is attached to and becomes a part of the BUSINESS LOAN AGREEMENT
(the "Loan Agreement") dated August 22, 2001, executed by and between Resources
Connection, Inc. and Resources Connection LLC ("Borrower") and Bank of America,
N.A. ("Lender"). Provisions in this Exhibit A replace and supersede conflicting
provisions in the Loan Agreement. Capitalized terms used in this Exhibit shall
have the same meaning as defined in the Loan Agreement.

 1. LIST OF LOANS
    -------------

This schedule summarizes the loans and other financial accommodations that are
subject to this Loan Agreement. Reference is made to the applicable Note(s) and
Related Documents for a full description of the terms and conditions of each
Loan. Except with respect to the credit facilities specifically listed below,
this Loan Agreement does not supersede the requirements of any other loan
agreement or credit agreement between Lender and Borrower.

1.1 Revolving Line of Credit Facility
    ---------------------------------

(a) Note Description.
    ----------------

    (i)   Date: August 22, 2001.

    (ii)  Original Principal Amount: Ten Million Dollars ($10,000,000).

(b) Revolving Line of Credit Amount. During the availability period described
    -------------------------------
below, Lender will provide a line of credit as described in the Note. The amount
of the line of credit (the "Commitment") is Ten Million Dollars ($10,000,000).
This is a revolving line of credit providing for cash advances, and letters of
credit. During the availability period, Borrower may repay principal amounts and
reborrow them. Borrower agrees not to permit the outstanding principal balance
of cash advances under the line of credit plus the outstanding amounts of any
letters of credit, including amounts drawn on letters of credit and not yet
reimbursed, to exceed the Commitment.

(c) Availability Period. The line of credit is available between August 22,
    -------------------
2001, and September 1, 2003, or such earlier or later date as the availability
may terminate as provided in the Loan Agreement, the Note or any Related
Documents (the "Expiration Date").

(d) Letters of Credit. This line of credit may be used for financing:
    -----------------


    (i)   commercial letters of credit with a maximum maturity of 180 days but
          not to extend more than 180 days beyond the Expiration Date. Each
          commercial letter of credit will require drafts payable at sight.

    (ii)  standby letters of credit with a maximum maturity of 365 days but not
          to extend more than 365 days beyond the Expiration Date. The standby
          letters of credit may include a provision providing that the maturity
          date will be automatically extended each year for an additional year
          unless Lender gives written notice to the contrary; provided, however,
          that each letter of credit must include a final maturity date which
          will not be subject to automatic extension.

    (iii) The amount of letters of credit outstanding at any one time
          (including amounts drawn on letters of credit and not yet reimbursed)
          may not exceed Five Hundred Thousand Dollars ($500,000).

    (iv)  Borrower agrees:

          (A)  any sum drawn under a letter of credit may, at the option of
               Lender, be added to the principal amount outstanding under the
               Loan Agreement. The amount will bear interest and be due as
               described elsewhere in the Loan Agreement.

          (B)  if there is a default under the Loan Agreement or any Related
               Document, to immediately prepay and make Lender whole for any
               outstanding letters of credit.

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

<PAGE>

          (C)  the issuance of any letter of credit and any amendment to a
               letter of credit is subject to Lender's written approval and must
               be in form and content satisfactory to Lender and in favor of a
               beneficiary acceptable to Lender.

          (D)  to sign Lender's form Application and Agreement for Commercial
               Letter of Credit or Application and Agreement for Standby Letter
               of Credit, as applicable.

          (E)  to pay any issuance and/or other fees that Lender notifies
               Borrower will be charged for issuing and processing letters of
               credit for Borrower.

          (F)  to allow Lender to automatically charge its checking account for
               applicable fees, discounts, and other charges.

2.  AMENDED AND RESTATED PROVISIONS

The paragraph, "Litigation and Claims." under REPRESENTATIONS AND WARRANTIES, is
amended in its entirety to read as follows:

    "Litigation and Claims. No material litigation, claim, investigation,
    administrative proceeding or similar action (including those for unpaid
    taxes) against Borrower is pending or threatened, and no other event has
    occurred which may materially adversely affect Borrower's financial
    condition or properties, other than (i) litigation, claims, or other
    events, if any, that have been disclosed to and acknowledged by Lender in
    writing, and (ii) litigation, claims, and other events that involve claims
    that, if lost, would not exceed One Million Dollars ($1,000,000) in the
    aggregate."

The paragraph "Taxes." under REPRESENTATIONS AND WARRANTIES is amended in its
entirety to read as follows:

    "Taxes. To the best of Borrower's knowledge, all of Borrower's tax returns
    and reports that are or were required to be filed, have been filed, and all
    taxes, assessments and other governmental charges have been paid in full,
    except those presently being or to be contested by Borrower in good faith
    in the ordinary course of business and for which adequate reserves have
    been provided and sales taxes incurred in the State of Pennsylvania up to
    approximately Eight Hundred Thousand Dollars ($800,000), as disclosed to
    Lender."

The paragraph, "Notices of Claims and Litigation." under AFFIRMATIVE COVENANTS,
is amended in its entirety to read as follows:

    "Promptly advise Lender in writing of (i) any condition, event or act which
    comes to its attention that would or might materially adversely affect
    Borrower's financial condition or operations or Lender's rights under the
    Loan Documents, (ii) any existing or threatened litigation, arbitration,
    claims, investigations, administrative proceedings or similar actions filed
    by or against Borrower or any Guarantor affecting the Borrower or any
    Guarantor which could materially affect the financial condition of the
    Borrower or the financial condition of any Guarantor in excess of One
    Million Dollars ($1,000,000), in excess of any insurance coverage, and
    (iii) any actual contingent liabilities of the Borrower (or any guarantor),
    and any such contingent liabilities that are reasonably foreseeable, where
    such liabilities are in excess of One Million Dollars ($1,000,000) in the
    aggregate."

The paragraph, "Financial Records." under AFFIRMATIVE COVENANTS, is amended in
its entirety to read as follows:

    "Financial Records." Maintain its books and records in accordance with
    GAAP, applied on a consistent basis, and upon the occurrence of an Event of
    Default, permit Lender to examine and audit Borrower's books and records at
    all reasonable time."

The last paragraph under "Financial Statements." under AFFIRMATIVE COVENANTS is
amended in its entirety to read as follows:

    "All financial reports required to be provided under this Agreement shall
    be prepared in accordance with GAAP, applied on a consistent basis, and
    certified by Borrower as being true and correct in all material respects."

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

<PAGE>

The paragraph "Minimum EBITDA." under AFFIRMATIVE COVENANTS is amended in its
entirety to read as follows:

    "Minimum EBITDA. To maintain on a consolidated basis EBITDA equal to at
    least Nineteen Million Dollars ($19,000,000). "EBITDA" means net income,
    less income or loss from discontinued operations and extraordinary items,
    plus income taxes, plus interest expense, plus one time accrual charges or
    change in operations for restructuring, such as severance expense and
    discontinued operations ("one-time charges"), plus depreciation, depletion,
    amortization and other non-cash charges. This ratio will be calculated at
    the end of each reporting period for which Lender requires financial
    statements from Borrower, using the results of the twelve-month period
    ending with that reporting period; provided, further, any such one-time
    charges shall be in accordance with GAAP and shall be isolated on
    Borrower's profit and loss statement."

The paragraph "Other Agreements." under AFFIRMATIVE COVENANTS is amended in its
entirety to read as follows:

    "Other Agreements." Comply with all material terms and conditions of all
    other agreements, whether now or hereafter existing, between Borrower and
    any other party and notify Lender immediately in writing of any default in
    connection with any other such agreements."

The paragraph "Inspection." under AFFIRMATIVE COVENANTS is amended in its
entirety to read as follows

    "Inspection. Upon the occurrence of an event of default, permit employees
    or agents of Lender at any reasonable time to inspect Borrower's properties
    and to examine or audit Borrower's books, accounts, and records and to make
    copies and memoranda of Borrower's books, accounts, and records. If
    Borrower now or at any time hereafter maintains any records (including
    without limitation computer generated records and computer software
    programs for the generation of such records) in the possession of a third
    party, Borrower, upon request of Lender, shall notify such party to permit
    Lender free access to such records at all reasonable times and to provide
    Lender with copies of any records it may request, all at Borrower's
    expense."

The paragraph "False Statements." under DEFAULT is amended in its entirety to
read as follows:

    "False Statements." Any warranty, representation or statement made or
    furnished to Lender by Borrower or on Borrower's behalf under this
    Agreement or the Related Documents is false or misleading in any material
    respect, either now, or at the time made or furnished."

The paragraph "Change in Ownership." under DEFAULT is amended in its entirety to
read as follows:

    "Change in Ownership. Any Change of Control. Change of Control means (a)
    the acquisition by any "person" or "group" (as such terms are used in
    section 13 (d) and 14 (d) of the Securities Exchange Act of 1934, as
    amended) at any time of beneficial ownership of 40% or more of the
    outstanding capital stock of Borrower on a fully-diluted basis, or (b) the
    failure of individuals who are members of the board of directors of
    Borrower on the date of this Agreement (together with any new or
    replacement directors whose initial nomination for election was approved by
    a majority of the directors who were either directors on the date of this
    Agreement or previously so approved) to constitute a majority of the board
    of directors of Borrower."

The paragraph "Attorneys' Fees; Expenses." under MISCELLANEOUS PROVISIONS is
amended in its entirety to read as follows:

    "Attorneys' Fees; Expenses. Borrower agrees to pay upon demand all of
    Lender's reasonable costs and expenses, including Lender's attorneys' fees
    and Lender's legal expenses, incurred in connection with the enforcement of
    this Agreement. Lender may hire or pay someone else to help enforce this
    Agreement, and Borrower shall pay the costs and expenses of such
    enforcement. Costs and expenses include Lender's attorneys' fees and legal
    expenses whether or not there is a lawsuit, including attorneys' fees and
    legal expenses for bankruptcy proceedings (including efforts to modify or
    vacate any automatic stay or injunction), appeals, and any anticipated
    post-judgment collection services. Borrower also shall pay all court costs
    and such additional fees as may be directed by the court."

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The paragraph "Consent to Loan Participation." under MISCELLANEOUS PROVISIONS is
amended in its entirety to read as follows:

    "Consent to Loan Participation. Borrower agrees and consents to Lender's
    sale or transfer, whether now or later, of one or more participation
    interests in the Loan on all of the same terms and conditions of this
    Agreement to one or more purchasers, whether related or unrelated to
    Lender. Lender may provide, without any limitation whatsoever, to any one
    or more purchasers, or potential purchasers, any information or knowledge
    Lender may have about Borrower or about any other matter relating to the
    Loan, and Borrower hereby waives any rights to privacy Borrower may have
    with respect to such matters. Borrower additionally waives any and all
    notices of sale of participation interests, as well as all notices of any
    repurchase of such participation interests. Borrower also agrees that the
    purchasers of any such participation interests will be considered as the
    absolute owners of such interests in the Loan and will have all the rights
    granted under the participation agreement or agreements governing the sale
    of such participation interests. Borrower further waives all rights of
    offset or counterclaim that it may have now or later against Lender or
    against any purchaser of such a participation interest and unconditionally
    agrees that either Lender or such purchaser may enforce Borrower's
    obligation under the Loan irrespective of the failure or insolvency of any
    holder of any interest in the Loan. Borrower further agrees that the
    purchaser of any such participation interest may enforce its interests
    irrespective of any personal claims or defenses that Borrower may have
    against Lender."

3.  DELETED PARAGRAPHS

The following paragraphs are deleted in their entirety:

    THE PARAGRAPH "HAZARDOUS SUBSTANCES' UNDER REPRESENTATIONS AND WARRANTIES.

    The paragraph "LIEN PRIORITY" under REPRESENTATIONS AND WARRANTIES.

    The paragraph "INSECURITY" under DEFAULT.


BANK OF AMERICA, N.A.         Resources Connection, Inc.


By__________________          By_____________________________________________
                              Donald B. Murray, President and Chief Executive
                              Officer

                              Resources Connection LLC
                              By_____________________________________________
                              Donald B. Murray, President and Chief Executive
                              Officer

                              By_____________________________________________
                              Stephen J. Giusto, Secretary

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