UNANIMOUS WRITTEN CONSENT OF DIRECTORS
                                       OF
                             BUSINESS RESOURCE GROUP

                                  July 18, 2000


      The undersigned, constituting all of the members of the Board of Directors
of Business Resource Group, a California corporation (the "Company"), acting
pursuant to the authority of Section 307(b) of the California General
Corporation Law and the Bylaws of the Company, do hereby approve and adopt the
following resolution:

      Authorization

            WHEREAS, the Board of Directors of the Company has determined that
      it is in the best interests of the Company to authorize either of Messrs.
      George Kelly and Harry Robbins, the members of the Special Committee of
      the Board of Directors, to sign on behalf of the Company the Schedule
      14d-9 (together with any related documents and any amendments thereto) to
      be filed by the Company, in connection with the Tender Offer and Merger
      with BRG Acquisition Corporation;

            RESOLVED: That either such member of the Special Committee is hereby
      authorized to sign on behalf of the Company the Schedule 14d-9 together
      with any related documents and any amendments thereto.




                            [Signature page follows.]







      IN WITNESS WHEREOF, the undersigned directors of the Company have executed
this unanimous written consent as of the date first written above.



                                             /s/ Brian D. McNay
                                          ----------------------------
                                          Brian D. McNay


                                             /s/ John W. Peth
                                          ----------------------------
                                          John W. Peth


                                             /s/ Harry S. Robbins
                                          ----------------------------
                                          Harry S. Robbins


                                             /s/ Jeffrey Tuttle
                                          ----------------------------
                                          Jeffrey Tuttle


                                             /s/ George Kelly
                                          ----------------------------
                                          George Kelly