EXHIBIT "B"

                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                             RCM TECHNOLOGIES, INC.


     RESOLVED  that  Article  TENTH of the  Articles  of  Incorporation  of this
Corporation be and it is hereby amended to add the following:

           "TENTH:  Except as  otherwise  provided in the  express  terms of any
     series  of the  Preferred  Stock  the  shareholders  will have the power to
     adopt,  amend or repeal the Bylaws of the  Corporation  but  subject to the
     procedures applicable to amendment of the Articles, including any provision
     of law that requires as a condition of such action the consent of the Board
     of Directors.

           The Board of Directors  shall in its  discretion  have the additional
     power to adopt,  amend and  repeal  the Bylaws at any time and from time to
     time in a manner that is consistent with these Articles."