SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement
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/ / Soliciting Material Under Rule 14a-12

RCM TECHNOLOGIES
- -----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

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paid previously. Identify the previous filing by registration statement
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1) Amount Previously Paid:

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4) Date Filed:

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[RCM Technologies LOGO]

The Source of Smart Solutions Solutions:
-------------------
RCM Technologies, Inc. o Business
2500 McClellan Avenue -------------------
Pennsauken, MNJ 08109 o Technology
-------------------
Tel: 856.486.1777 o Resource
Fax: 856.488.8833 -------------------
info:@rcmt.com
www.rcmt.com

April 29, 2002

Dear Stockholder:

You are cordially invited to attend the RCM Technologies, Inc. 2002 Annual
Meeting of Stockholders. The meeting will be held at the Hilton Cherry Hill,
2349 W. Marlton Pike (Route 70), Cherry Hill, New Jersey 08002, on Thursday,
June 20, 2002, at 6:00 p.m. local time. We look forward to personally greeting
those stockholders able to attend.

At the meeting, you will be asked to:

o elect two directors;

o ratify our Board's appointment of Grant Thornton LLP as our
independent auditors for our fiscal year ending December 31, 2002; and

o consider all other matters which come before the meeting or any
adjournment(s) of the meeting.

These matters are discussed in greater detail in the accompanying Proxy
Statement.

Our Board of Directors recommends a vote:

o FOR the election of the directors we have nominated; and

o FOR the ratification of the appointment of Grant Thornton LLP as our
independent auditors.

We encourage you to vote your shares regardless of the number of shares you
own or whether you plan to attend the meeting. Please sign and date the enclosed
proxy card promptly return it in the postage-paid envelope we have provided.

We wish to thank you for your participation and support.

Sincerely,

/s/ Stanton Remer
-----------------
Stanton Remer
Secretary

RCM TECHNOLOGIES, INC.
2500 McClellan Avenue
Suite 350
Pennsauken, New Jersey 08109

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 20, 2002

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

To Our Stockholders:

The RCM Technologies, Inc. 2002 Annual Meeting of Stockholders will be held
at the Hilton Cherry Hill, 2349 W. Marlton Pike (Route 70), Cherry Hill, New
Jersey 08002, on Thursday, June 20, 2002, at 6:00 p.m. local time.

The purposes of the meeting are to:

1. Elect two Class C directors, each to serve until his term expires and
until his successor is elected and qualified;

2. Ratify our Board's appointment of Grant Thornton LLP as our
independent auditors for our fiscal year ending December 31, 2002; and

3. Transact such other business as may properly come before the meeting
or any adjournment(s) of the meeting.

We have fixed April 25, 2002 as the record date for determining the
stockholders entitled to vote at the meeting. You are not entitled to notice
of, or to vote at, the meeting if you were not a stockholder of record at the
close of business on that date.

You are cordially invited to attend the meeting. Whether or not you expect
to attend the meeting in person, please sign, date and return the enclosed
proxy to ensure that your shares will be represented at the meeting. Please
return your proxy promptly in the enclosed envelope, which requires no postage
if mailed within the United States. If you attend the meeting, you may vote
your shares personally, even though you have sent in your proxy, if you revoke
your proxy at or prior to the meeting.

By Order of the Board of
Directors,

/s/ Stanton Remer

Stanton Remer
Secretary

Pennsauken, New Jersey
April 29, 2002

RCM TECHNOLOGIES, INC.
2500 McClellan Avenue
Suite 350
Pennsauken, New Jersey 08109

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

PROXY STATEMENT

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

ANNUAL MEETING OF STOCKHOLDERS

JUNE 20, 2002

About this Proxy Statement

Our Board of Directors is soliciting proxies to be used at our 2002 Annual
Meeting of Stockholders. The meeting will be held at the Hilton Cherry Hill,
2349 W. Marlton Pike (Route 70), Cherry Hill, New Jersey 08002, on Thursday,
June 20, 2002, at 6:00 p.m. local time. This proxy statement, the notice of
annual meeting and the form of proxy will be mailed to stockholders beginning
on or about April 29, 2002.

VOTING PROCEDURES

Who Can Vote

Only RCM common stockholders at the close of business on the record date,
April 25, 2002, may vote at the annual meeting. You are entitled to cast one
vote for each share of RCM common stock you owned as of the record date. At
the close of business on the record date, there were 10,571,761 shares of RCM
common stock outstanding.

How You Can Vote

You can vote by:

o marking your proxy, dating and signing it, and returning it in the
postage-paid envelope we have provided, or

o attending the meeting and voting in person.

How You Can Revoke Your Proxy or Change Your Vote

You can revoke your proxy at any time before it is voted at the meeting by:

o sending a written notice that you have revoked your proxy to our
Secretary, Stanton Remer, at 2500 McClellan Avenue, Suite 350,
Pennsauken, New Jersey 08109

o submitting a later-dated proxy card, or

o attending the meeting, giving our Secretary written notice of your
revocation and voting your shares.

If a bank, broker or other holder of record holds your shares in its name,
you must obtain a proxy, executed in your favor, from the holder of record to
be able to vote your shares at the meeting.

General Information on Voting

A quorum must exist for voting to take place at the meeting. A quorum exists
if holders of a majority of the outstanding shares of our common stock are
present at the meeting in person or are represented at the meeting by proxy.
Shares represented by a proxy marked "abstain" or "withheld" on any matter
will be considered present at the meeting for purposes of determining whether
there is a quorum, but will not be considered as votes FOR or AGAINST that
matter. Shares represented by a proxy as to which there is a "broker non-vote"
(that is, where a broker holding your shares in "street" or "nominee" name
indicates to us on a proxy that you have not given the broker the
discretionary authority to vote your shares on some or all matters to be voted
on at the meeting), will be considered present at the meeting for purposes of
determining a quorum but will not be voted on matters as to which there is a
"broker non-vote."

The director nominees will be elected by a plurality of the votes cast for
the election of directors at the meeting. Thus, the two nominees who receive
the most votes will be elected as directors. All other matters to be voted
upon at the meeting must be approved by a majority of the votes cast on those
matters.

Shares that have been properly voted and not revoked will be voted at the
meeting in accordance with the instructions on your proxy card. If you sign
your proxy card but do not mark your choices, Leon Kopyt or Stanton Remer, the
persons named on the enclosed proxy card, will vote the shares represented by
your proxy card:

o FOR the persons we nominated for election as directors; and

o FOR the ratification of our Board's appointment of Grant Thornton LLP
as our independent auditors for our fiscal year ending December 31,
2002.

If any other matters are properly presented at the meeting for
consideration, Mr. Kopyt and Mr. Remer will have the discretion to vote on
those matters for you. Currently, we are not aware of any such matters.

Costs of Solicitation

We will pay for preparing, assembling and mailing this proxy statement. Our
directors, officers and employees may solicit proxies through the mails,
direct communication or otherwise. None of our directors, officers or
employees will receive additional compensation for soliciting proxies. We may
reimburse brokerage firms and other custodians, nominees or fiduciaries for
their reasonable expenses for forwarding proxy and solicitation materials to
stockholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

The following table lists the persons we know to be beneficial owners of at
least five percent of our common stock as of March 5, 2002 (unless another
date is indicated):

Approximate
Percentage
of Outstanding
Name and Address of Beneficial Owner Number of Shares Common Stock
------------------------------------ ---------------- ------------

Leon Kopyt ................................ 939,679 (1) 8.2%
c/o RCM Technologies, Inc.
2500 McClellan Avenue
Suite 350
Pennsauken, NJ 08109
Liberty Wanger Asset Management, L.P. ..... 2,169,000 (2) 20.5%
227 West Monroe Street
Suite 3000
Chicago, IL 60606
State of Wisconsin Investment Board ....... 1,493,600 (3) 14.1%
P.O. Box 7842
Madison, WI 53707
FMR Corp. ................................. 1,053,000 (4) 10.0%
82 Devonshire Street
Boston, MA 02109
Dimensional Fund Advisors Inc. ............ 961,000 (5) 9.1%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
Heartland Advisors, Inc. .................. 789,300 (6) 7.5%
789 North Water Street
Milwaukee, WI 53202
Wellington Management Company, LLP ........ 630,500 (7) 6.0%
75 State Street
Boston, MA 02109

- ---------------
(1) Includes 850,000 shares issuable upon the exercise of options under our
stock option plans. Also includes 77,579 shares as to which Mr. Kopyt has
sole voting power in the election of directors. Mr. Kopyt disclaims
beneficial ownership of these shares.

(2) Based on a Schedule 13G, dated February 14, 2002, filed with the
Securities and Exchange Commission by Liberty Wanger Asset Management,
L.P., a registered investment advisor, on behalf of itself, its general
partner, Wanger Asset Management, Ltd., and its clients, Liberty Acorn
Investment Trust and Wanger Advisors Trust. The Schedule 13G states that
Wanger Asset Management, L.P. and Wanger Asset Management, Ltd. share
voting and dispositive power as to all of these shares. The Schedule 13G
also states that Liberty Acorn Trust has shared voting and dispositive
power as to 786,000 of these shares, or 7.43% of RCM's outstanding common
stock. The Schedule 13G also states that Wanger Advisors Trust has shared
voting and dispositive power as to 753,000 of these shares, or 7.12% of
RCM's outstanding common stock.

(3) Based on a Schedule 13G, dated January 15, 2002, filed with the
Securities and Exchange Commission. The Schedule 13G states that the
State of Wisconsin Investment Board has sole voting and dispositive power
as to all of these shares.

(Footnotes continued on next page)

(Footnotes continued from previous page)

(4) Based on a Schedule 13G, dated February 14, 2002, filed with the
Securities and Exchange Commission by FMR Corp., a parent holding
corporation, on behalf of itself, Edward C. Johnson III and Abigail P.
Johnson. The Schedule 13G states that Fidelity Management & Research
Company, a wholly-owned subsidiary of FMR Corp. and a registered
investment advisor, is the beneficial owner of all of these shares as a
result of acting as investment adviser to various registered investment
companies, including Fidelity Low Priced Stock Fund which owns all of the
shares listed in the table. FMR Corp. and its chairman, Edward C. Johnson
III, through FMR Corp.'s control of Fidelity Management & Research
Company and Fidelity Low Priced Stock Fund, each have sole dispositive
power as to all of these shares. The Schedule 13G also states that
Fidelity Low-Priced Stock Fund's Board of Trustees has sole voting power
as to all of these shares.

(5) Based on a Schedule 13G, dated January 30, 2002, filed with the
Securities and Exchange Commission. The Schedule 13G states that
Dimensional Fund Advisors, Inc. has sole voting and investment power as
to all of these shares. Dimensional Fund Advisors, Inc. disclaims
beneficial ownership of these shares.

(6) Based on a Schedule 13G, dated January 15, 2002, filed with the
Securities and Exchange Commission. The Schedule 13G states that
Heartland Advisors, Inc. has sole voting power as to 426,900 of these
shares and sole dispositive power as to all of these shares.

(7) Based on a Schedule 13G, dated February 14, 2002, filed with the
Securities and Exchange Commission. The Schedule 13G states that
Wellington Management Company, LLP has shared voting and dispositive
power as to all of these shares.

Security Ownership of Management

The following table lists the number of shares of our common stock
beneficially owned, as of March 5, 2002, by each director and director
nominee, each of our executive officers, certain members of our senior
management, and by our directors, nominees and executive officers as a group.
In general, beneficial ownership includes those shares a person has the power
to vote or transfer, as well as shares owned by immediate family members who
live with that person.

Approximate
Percentage
of Outstanding
Name Number of Shares Common Stock
---- ---------------- ------------

Leon Kopyt (1).......................... 939,679 8.2%
Stanton Remer (2)....................... 145,500 1.4%
Brian A. Delle Donne (3)................ 92,000 *
Norman S. Berson (4).................... 85,000 *
Robert B. Kerr (4)...................... 87,000 *
David Gilfor............................ 0 --
Dennis Berkey (5)....................... 0 --
Rocco Campanelli (6).................... 45,000 *
Kenneth Kutz (7)........................ 10,000 *
Leonard Lufrano (8)..................... 10,000 *
Kevin D. Miller (9)..................... 126,500 1.2%
All directors and executive officers as
a group (11 persons) (10).............. 1,540,679 12.9%

---------------
* Represents less than one percent of our outstanding common stock.

(Footnotes continued on next page)

(Footnotes continued from previous page)

(1) Includes 850,000 shares issuable upon the exercise of options under our
stock option plans and 77,579 shares as to which Mr. Kopyt has sole
voting power in the election of directors. Mr. Kopyt disclaims beneficial
ownership of these shares.

(2) Includes 127,500 shares issuable upon the exercise of options under our
stock option plans.

(3) Includes 80,000 shares issuable upon the exercise of options under our
stock option plans and excludes 70,000 shares, issuable upon the exercise
of options under our stock option plans, none of which were exercisable
within 60 days after the record date.

(4) Includes 85,000 shares issuable upon the exercise of options under our
stock option plans and excludes 15,000 shares, issuable upon the exercise
of options under our stock option plans, none of which were exercisable
within 60 days after the record date.

(5) Excludes 88,333 shares, issuable upon the exercise of options under our
stock option plans, none of which were exercisable within 60 days after
the record date.

(6) Includes 32,000 shares issuable upon the exercise of options under our
stock option plans and excludes 52,000 shares, issuable upon the exercise
of options under our stock option plans, none of which were exercisable
within 60 days after the record date.

(7) Includes 10,000 shares issuable upon the exercise of options under our
stock option plans.

(8) Includes 10,000 shares issuable upon the exercise of options under our
stock option plans and excludes 93,333 shares, issuable upon the exercise
of options under our stock option plans, none of which were exercisable
within 60 days after the record date.

(9) Includes 106,500 shares issuable upon the exercise of options under our
stock option plans.

(10) Includes 1,386,000 shares issuable upon the exercise of options under our
stock option plans.

Voting Arrangements

On February 5, 1996, we issued and sold 276,625 shares of our common stock
to Limeport Investments, LLC in a private placement transaction. In
conjunction with this transaction, Limeport granted Mr. Kopyt an irrevocable
proxy entitling him to vote those shares solely in connection with the
election of our directors. We believe, based on communication from Limeport,
that as of March 5, 2002, Limeport beneficially owned 38,312 shares of our
common stock as to which Mr. Kopyt continues to exercise sole voting
authority.

The former stockholders of Cataract, Inc. executed a voting trust agreement
granting RCM the right to vote the shares of RCM's common stock the former
Cataract stockholders received as part of the consideration given to them upon
RCM's acquisition of Cataract. In 1998, the former Cataract stockholders
executed irrevocable proxies in favor of Mr. Kopyt, giving him the power of
attorney to vote the shares.

In general, the proxies expire with respect to any shares of our common
stock the former Cataract stockholders sell to third parties in public or
private open market transactions. Further, the number of shares subject to the
powers of attorney granted to Mr. Kopyt was reduced on August 30, 2001. After
August 30, 2002, none of the shares will be subject to powers of attorney.

If Mr. Kopyt ceases to serve as our Chairman, Chief Executive Officer and
President, all proxies will expire immediately.

Based on documentation provided to us by the former Cataract stockholders,
we believe that as of March 5, 2002 the former Cataract stockholders had sold
194,511 shares of our common stock in open market transactions. Consequently,
as of such date, we believe that Mr. Kopyt is the attorney-in-fact with
respect to 39,267 shares of our common stock owned by former Cataract
stockholders.

PROPOSAL 1
------------------------
ELECTION OF DIRECTORS

Our Board of Directors is divided into three classes. Each of the three
classes has two directors. Directors are elected to staggered three-year terms
and will serve until their successors have been elected and qualified.

The terms of our Class C directors, Leon Kopyt and Stanton Remer, expire at
this year's annual meeting. The Class A directors, Norman S. Berson and Brian
A. Delle Donne, will serve until the annual meeting in 2003. The Class B
directors, Robert Kerr and David Gilfor, will serve until the annual meeting
in 2004.

Two Class C directors will be elected at this year's annual meeting to serve
for three-year terms expiring at our annual meeting in 2005. Our Board has
nominated Leon Kopyt and Stanton Remer to serve as Class B directors. Both Mr.
Kopyt and Mr. Remer have consented to serve a term on our Board of Directors.
The persons named as proxy holders on the enclosed proxy card, Mr. Kopyt and
Mr. Remer, intend to vote FOR the election of Mr. Kopyt and Mr. Remer unless
you mark a contrary instruction on your proxy card. Unless you indicate
otherwise on your proxy card, if either Mr. Kopyt or Mr. Remer is unable to
serve as a director at the time of this year's annual meeting, Mr. Kopyt or
Mr. Remer will vote FOR the election of another person that the Board may
nominate in his place.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF LEON KOPYT AND
STANTON REMER AS CLASS C DIRECTORS.

Nominees for Election as Director

Class C Director Nominees
- -------------------------
Leon Kopyt, Director Since 1991, Age 57

Mr. Kopyt has been our President, Chief Executive Officer and Chairman of
the Board since 1992. Previously, Mr. Kopyt served as our Chief Financial
Officer and Treasurer from 1992 to 1994, and as our Chief Operating Officer
from May 1990 to January 1992.

Stanton Remer, Director Since 1992, Age 52

Mr. Remer has been our Chief Financial Officer, Secretary and Treasurer
since 1994. Mr. Remer is a Certified Public Accountant.

Current Board Members

Class A Directors
- -----------------
Norman S. Berson, Director Since 1987, Age 75

Mr. Berson has been a shareholder in the law firm of Fineman & Bach, P.C. of
Philadelphia, Pennsylvania since 1981. Previously, Mr. Berson was a member of
the House of Representatives of the Commonwealth of Pennsylvania for 16 years.

Brian A. Delle Donne, Director Since 2000, Age 45

Mr. Delle Donne has been our Chief Operating Officer since June 1999 and
served as our Executive Vice President of Operations from April 1998 to June
1999. Mr. Delle Donne served as President of Knight Facilities Management, a
global planning, engineering and management consulting firm from 1997 to 1998
where he was responsible for strategic outsourcing services. From 1989 to
1995, Mr. Delle Donne served as Senior Vice President of Ogden Projects, Inc.
and as President and Chief Operating Officer of its subsidiary, Ogden
Environmental Services. Mr. Delle Donne currently serves on the Board of
Directors of UMS Group, Inc., a privately held international management
consulting firm providing services to power utilities around the world.

Class B Directors
- -----------------
Robert B. Kerr, Director Since 1994, Age 59

Mr. Kerr is a founding partner of Everingham & Kerr, Inc., a merger &
acquisition consulting firm located in Haddon Heights, New Jersey, which has
served small and medium-sized manufacturing, distribution and service
businesses since 1987.

David Gilfor, Director Since 2001, Age 54

Mr. Gilfor was appointed by the Board of Directors on December 21 2001 to
fill a board vacancy resulting from the death of Woodrow B. Moats, Jr. Mr.
Gilfor is a member of the information technology department of Goldenberg
Rosenthal, LLP, a regional accounting and consulting firm located in
Jenkintown, Pennsylvania. Previously, Mr. Gilfor was the owner of a computer
networking and distributing firm located in Philadelphia, Pennsylvania.

OUR EXECUTIVE OFFICERS

The following table lists our executive officers as of December 31, 2001 and
certain members of our senior management. Our Board elects our executive
officers annually for terms of one year and may remove any of our executive
officers with or without cause.

Name Age Position
---- --- --------

Executive Officers:
Leon Kopyt........................... 57 Chairman, Chief Executive Officer,
President and Director
Stanton Remer........................ 52 Chief Financial Officer, Treasurer,
Secretary and Director
Brian A. Delle Donne................. 45 Chief Operating Officer

Senior Management:
Dennis Berkey........................ 53 Senior Vice President
Rocco Campanelli..................... 51 Executive Vice President
Kenneth Kutz......................... 60 Senior Vice President
Leonard Lufrano...................... 51 Senior Vice President
Kevin D. Miller...................... 35 Senior Vice President

The business experience of Messrs. Kopyt, Remer and Delle Donne is
summarized in "Proposal 1 - Election of Directors."

Dennis Berkey has served as a Senior Vice President of RCM since May 1999.
Previously, Mr. Berkey was a founder of Business Support Group of Michigan,
Inc., a business we acquired in 1999. Mr. Berkey has in excess of 15 years of
experience in software development, information systems management, ERP
consulting and related project management.

Rocco Campanelli has served as an Executive Vice President of RCM since June
1999. From September 1995 until June 1999, Mr. Campanelli served as a Senior
Vice President of RCM and our General Manager of Professional Engineering.
Previously, Mr. Campanelli was a Senior Vice President of Operations and
Marketing for Cataract, Inc., a business we acquired in August 1995. From the
time he joined Cataract in 1988 until August 1995, Mr. Campanelli held the
position of Northeast Regional Manager and Vice President of Operations.

Kenneth Kutz has served as a Senior Vice President of RCM since January
1997. Mr. Kutz has over 30 years of Information Technology sales and marketing
experience with IBM, Control Data and Camax Systems as well as Programming
Alternatives of Minnesota, Inc., a business acquired by RCM in January 1997.
Mr. Kutz has managed business units that sold software, computer services and
professional services in the United States, Canada, Europe and the Far East.

Leonard Lufrano has served as a Senior Vice President of RCM since August
1999. From 1995 to July 1999, Mr. Lufrano was President and Founder of Seaview
Consulting, Inc., a business we acquired in August 1999. Mr. Lufrano
previously served as a founding partner of Funaro-Lufrano Associates, Inc. for
the period 1973 to 1994 where his responsibilities included management,
marketing, strategic development and business planning.

Kevin D. Miller has served as a Senior Vice President of RCM since January
1998. Previously, Mr. Miller was a consultant to RCM from July 1997 through
December 1997. From 1996 until July 1997, Mr. Miller served as an Associate in
the corporate finance department of Legg Mason Wood Walker, Incorporated. From
1995 to 1996, Mr. Miller was a business consultant for the Wharton Small
Business Development Center. Mr. Miller previously served as a member of both
the audit and corporate finance groups at Ernst & Young, LLP. Mr. Miller is a
Certified Public Accountant.

EXECUTIVE COMPENSATION

Summary of Executive Compensation

The following table lists cash and other compensation paid to, or accrued by
us for, our chief executive officer and each of the persons who, based upon
total annual salary and bonus, was one of our other four most highly
compensated executives for our fiscal year ended December 31, 2001. The
information is presented for each individual for our last three fiscal years.

Summary Compensation Table

Long-Term
Annual Compensation Compensation
-------------------------------------- ----------------------------
Awards
Securities
Underlying
Fiscal Other Annual Options/ All Other
Name and Principal Position Year Salary Bonus Compensation(1) SARs Compensation(2)
- --------------------------- ------ -------- -------- --------------- ---------- ---------------

Leon Kopyt ..................................... 2001 $400,000 $100,000 0 0 $10,689
President and CEO 2000 350,000 236,399 0 100,000 11,930
1999 350,000 260,965 0 60,000 13,318

Brian A. Delle Donne ........................... 2001 $300,000 $ 50,000 0 $10,869
Chief Operating Officer 2000 240,865 125,000 0 100,000 9,798
1999 186,538 100,000 0 20,000 5,750

Stanton Remer .................................. 2001 $175,000 $ 35,000 0 0 $ 4,791
CFO, Treasurer and Secretary 2000 150,000 94,559 0 75,000 4,627
1999 125,000 114,202 0 30,000 4,173

Rocco Campanelli ............................... 2001 $150,000 $276,095 0 37,000 $ 6,317
Executive Vice President 2000 140,000 89,295 0 15,000 9,798
1999 101,135 132,438 0 0 5,750

Kevin D. Miller ................................ 2001 $200,000 $ 30,000 0 0 $ 1,414
Senior Vice President 2000 175,000 80,000 0 75,000 1,408
1999 120,000 30,000 0 30,000 1,250

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

(1) During fiscal 1999, 2000 and 2001, certain of the officers named in this
table received personal benefits not reflected in the amounts of their
respective annual salaries or bonuses. The dollar amount of these
benefits did not, for any individual in any fiscal year, exceed the
lesser of $50,000 or 10% of the total annual salary and bonus reported
for that individual in any year.

(2) This amount represents (i) premiums we paid for life and disability
insurance on certain of the officers named in this table as follows: Leon
Kopyt: 2001-$0, 2000-$2,357, and 1999-$7,568; and Stanton Remer: 2001-$0,
2000-$3,377 and 1999-$2,923, (ii) premiums we paid for medical insurance
for Leon Kopyt and Brian A. Delle Donne of $9,300 each and for Rocco
Campanelli of $4,900 (iii) matching contributions we made during our
fiscal years ended December 31, 2001, 2000 and October 31, 1999 up to a
maximum of $1,250 for each of the officers named in this table in
accordance with RCM's retirement savings plan adopted pursuant to Section
401(k) of the Internal Revenue Code of 1986, as amended.

Options Granted to Our Executives in Fiscal 2001

The following table lists information on the options to purchase our common
stock we granted to our executive officers and certain members of our senior
management during our fiscal year ended December 31, 2001. During our fiscal
year ended December 31, 2001, we did not grant any other options to any of our
executive officers or members of our senior management listed in the summary
compensation table of this proxy statement. We have never granted any stock
appreciation rights.

OPTION/SAR GRANTS IN FISCAL 2001

Potential
Realizable
Individual Grants Value at Assumed
------------------------------------------------------- Annual Rates of
Number of % of Total Stock Price
Securities Options/SARs Appreciation
Underlying Granted to Exercise or For Option Term(1)
Options/SARs Employees in Base Price Expiration ------------------
Name Granted Fiscal Year ($/SH) Date 5% 10%
- ---- ------------ ------------ ----------- ---------- ------- --------

Leon Kopyt ....................................... 0 -- -- -- -- --
Stanton Remer .................................... 0 -- -- -- -- --
Brian A. Delle Donne ............................. 0 -- -- -- -- --
Rocco Campanelli ................................. 37,000(2) 6.2% $3.06-3.25 9/25/11 $74,191 $188,014
Kevin D. Miller .................................. 0 -- -- -- -- --

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

(1) Potential realizable value is reported net of option exercise price but
before taxes associated with exercise. These amounts represent assumed
rates of appreciation only. Actual gains, if any, on the options are
dependent upon the future performance of our common stock, and the
amounts reflected in the table will not necessarily be achieved.

(2) These options are exercisable upon the achievement of certain levels of
operating performance.

OPTION EXERCISES IN FISCAL 2001 AND FISCAL YEAR-END OPTION VALUES

The following table lists the number of options exercised during our fiscal
year ended December 31, 2001 and the number and value of options held by our
executive officers and certain members of our senior management at the end of
our fiscal year ended December 31, 2001. No other options were exercised,
during our fiscal year ended December 31, 2001 by any of our executive
officers or members of our senior management listed in the summary
compensation table of this proxy statement. RCM does not have any outstanding
stock appreciation rights. The values listed relate solely to outstanding
stock options.

Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs Options/SARs
Shares at Fiscal Year-End at Fiscal Year-End(1)
Acquired Value --------------------------- -------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercised
- ---- ----------- -------- ----------- ------------- ----------- -----------

Leon Kopyt .................................. 0 $0 850,000 0 $170,000 $
Stanton Remer ............................... 0 0 127,500 37,500 $ $
Brian A. Delle Donne ........................ 0 0 80,000 70,000 $ $
Rocco Campanelli ............................ 0 0 32,000 52,000 $ $55,930
Kevin D. Miller ............................. 0 0 106,500 37,500 $ $

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

(1) These values represent the difference between the closing price of our
common stock on The Nasdaq National Market on December 31, 2001 and the
exercise price of each option, multiplied by the number of shares
underlying each option.

Compensation of Directors

Our employee directors do not receive any compensation for serving on our
Board or its committees, other than the compensation they receive for serving
as employees of RCM.

The Board of Directors has approved a compensation package, which became
effective in May 2000. Under the arrangement, each non-employee director
receives a retainer fee of $24,000 per year as compensation for the director's
service on the Board.

In addition to the retainer fee, each eligible director is paid meeting
attendance fees of $750 for each Board Meeting and $300 for each Committee
Meeting held on a date other than the date of a Board Meeting.

Directors are also eligible to receive options to purchase our common stock
and stock appreciation rights under our stock option plans.

Employment Agreements

We have an employment agreement with Leon Kopyt, which pays him an annual
base salary of $400,000. The employment agreement also provides Mr. Kopyt with
vacation time and other customary benefits. The agreement provides that Mr.
Kopyt's annual bonus will be based on our EBITDA, defined as earnings before
interest, taxes, depreciation and amortization.

Mr. Kopyt's employment agreement is for a term of three years. The term of
the Agreement automatically extends each year for an additional one-year
period. The Agreement is terminable upon Mr. Kopyt's death or disability, or
the termination of Mr. Kopyt for cause.

Change in Control and Termination of Employment Arrangements for Mr. Kopyt

Mr. Kopyt has an agreement with us, which provides him with benefits upon a
change in control of RCM. The remaining term of Mr. Kopyt's employment is
extended for five years upon a change in control. If, during the term of Mr.
Kopyt's employment following a change in control, RCM terminates Mr. Kopyt's
employment other than for cause, or Mr. Kopyt terminates his own employment
for good reason, the provisions below will apply. The agreement includes as
"good reason," among other things, a material change in Mr. Kopyt's salary,
title or reporting responsibilities, or a change in RCM's office location,
which requires Mr. Kopyt to relocate.

o RCM must pay Mr. Kopyt a lump sum equal to the total amount of his
salary and bonus for the remainder of the five-year term.

o The exercise price of the 500,000 options granted to Mr. Kopyt under
our 1996 Executive Stock Plan will be reduced to 50% of the average
market price of our common stock for the 60 days prior to the date of
termination if that price is less than the original $7.125 per share
exercise price of the options.

o RCM must pay to Mr. Kopyt an amount equal to the sum of all penalties
he is assessed (including excise taxes imposed on certain parachute
payments) and taxes he incurs as a result of the benefits he will
receive under the agreement.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information regarding our compensation plans
under which our equity securities are authorized for issuance. The information
provided is as of December 31, 2001.

Number of Securities
Remaining Available for
Number of Securities Future Issuance Under
to be Issued Upon Weighted-average Equity Compensation
Exercise of Outstanding Exercise Price of Plans (Excluding
Plan Category Options, Warrants Outstanding Options, Securities Reflected
- ------------- and Rights Warrants and Rights in Column 2)
----------------------- -------------------- -----------------------

Equity Compensation Plans Approved by Security
Holders............................................. 2,415,780 $7.51 799,665
Equity Compensation Plans Not Approved by Security
Holders............................................. -- -- --
--------- ----- -------
Total.............................................. 2,415,780 $7.51 799,665
========= ===== =======

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS

The graph below is presented in accordance with SEC requirements. You should
not draw any conclusions from the data in the graph, because past results do
not necessarily predict future stock price performance. The graph does not
represent our forecast of future stock price performance.

The graph below compares our total stockholder return over the five-year
period ended December 31, 2001, to the cumulative total return of two indices
over the same period: the University of Chicago Graduate School of Business
CRSP Total Return Index for the Nasdaq Stock Market, referred to in the graph
as the Nasdaq Composite, and a peer group of staffing companies that we
selected in good faith. In developing the index, each company we selected is
weighted based on its market capitalization measured on December 31, 2001.

The corporations making up the peer group are those listed below.

Alternative Resources Corp. Butler International, Inc.
Headway Corporate Resources Inc. Judge Com, Inc.
Kelly Services, Inc. Modis Professional Services, Inc.
Olsten Corp. Renaissance Worldwide, Inc.
SCB Computer Technology, Inc. Spherion Corp.

[GRAPHIC OMITTED]

The graph assumes that $100 was invested on December 31, 1996 in each of our
common stock, the Nasdaq Composite and the peer group index, and that all
dividends were reinvested.

Total Return Analysis 1996 1997 1998 1999 2000 2001
- --------------------- ------ ------ ------ ------ ------ ------

RCM Technologies, Inc. ..................... $100.0 $194.3 $302.9 $197.1 $ 41.4 $ 53.7
Nasdaq Composite ........................... 100.0 122.5 172.7 320.8 193.0 153.1
Peer Group ................................. 100.0 114.5 77.5 75.7 34.0 37.5

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

We believe that, during our fiscal year ended December 31, 2001, our
executive officers and directors made all required filings under Section 16(a)
of the Securities Exchange Act on a timely basis. Our belief is based solely
on:

o our review of copies of forms filed pursuant to Section 16(a) and
submitted to us during and with respect to our fiscal year ended
December 31, 2001 and

o representations from our executive officers and directors that no Forms
5 were required for those persons.

BOARD MEETINGS AND COMMITTEES

Meetings held in Fiscal 2001*

Our Board of Directors has an executive committee, an audit committee and a
compensation committee. The committees report their actions to the full Board
at the Board's next regular meeting. The following table shows on which of our
Board's committees each of our directors served, and the number of meetings
held by each of our Board's committees, during our fiscal year ended December
31, 2001.

Committee
Board Member Executive Audit Compensation
- ------------ --------- --------- ------------

Leon Kopyt................................ X
Stanton Remer............................. X
Brian A. Delle Donne ..................... X
Norman S. Berson ......................... X
David Gilfor(1)........................... X X
Robert B. Kerr............................ X X

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

(1) Mr. Gilfor was appointed to the Audit and Compensation Committees on
January 8, 2002.

* Our Board of Directors held three meetings in our fiscal year ended
December 31, 2001. Each of our directors attended all of those meetings
and all meetings of the committees on which he served. Our Board took
other actions during our fiscal year ended December 31, 2001 by consent
resolution.

General Duties of Each Committee

The general duties of each committee are as follows:

Executive Committee

o acts on behalf of our Board between meetings of the Board

Audit Committee

o reviews our financial and accounting practices, controls and results,
reviews the scope and services of our auditors and recommends
independent auditors to us

o see "Report of the Audit Committee"

Compensation Committee

o determines the compensation of our officers and employees

o administers our stock option plans

o See "Report of the Compensation Committee"

Our Board of Directors does not have a nominating committee. Our directors
recommend nominees for the election of directors, executive officers and
committee members.

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

The following Report of the Compensation Committee and the performance graph
included elsewhere in this proxy statement do not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other Company filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent the Company specifically
incorporates this Report or the performance graph by reference therein.

This report summarizes the functions and philosophical principles of the
compensation committee, the compensation components of RCM's executives and
other factors the compensation committee considers in determining the
compensation of RCM's executives.

Functions of the Committee

The compensation committee's primary functions include:

o reviewing, approving and determining the salaries, bonuses and other
benefits of RCM's directors, executive officers and senior management

o recommending to RCM's Board amendments to existing stock option plans
and the adoption of new stock option plans

o negotiating, reviewing, approving and determining the adoption of, or
amendments to, any compensatory plans, arrangements or agreements
between RCM and its executives, and

o establishing and reviewing management perquisites.

Compensation Philosophy

The Company's compensation program for executives consists of three key
elements:

o a base salary

o a performance-based annual bonus, and

o periodic grants of stock options

Under this approach, compensation for executives involves a high proportion
of pay that is "at risk"- namely, the annual bonus and stock options. The
variable annual bonus is also based, in significant part, on Company
performance. Stock options relate a significant portion of long-term
remuneration directly to stock price appreciation realized by all of the
Company's shareholders. We believe that this three-part approach best serves
the interests of the Company and its shareholders. It enables the Company to
meet the requirements of the highly competitive environment in which we
operate while ensuring that executive officers are compensated in a way that
advances both the short- and long-term interests of shareholders.

Components of Compensation

The compensation committee generally structures RCM executives' compensation
through a combination of the following:

o Base Salary: As a general rule, the compensation committee establishes
base salaries for RCM's executives based upon the individual's
performance and contribution to RCM. The Committee takes into account
base salaries of executives in comparable positions in companies
similar to RCM. Some of RCM's executives are parties to employment
agreements. The salaries of those executives are based on their
agreements.

o Annual Incentives: The compensation committee provides annual incentive
awards to RCM's executives to reward their contributions to RCM. Mr.
Kopyt's bonus is based solely on RCM's EBITDA. Mr. Remer's bonus is
determined based on a combination of EBITDA and certain other factors
at the discretion of the chief executive officer. The bonuses of all
other executives are

determined based on RCM's operating income and certain other factors at
the discretion of the chief executive officer, based on the guidelines
established by the compensation committee.

o Long-Term Incentive Compensation: The compensation committee
periodically grants stock options and other RCM securities to RCM
executives. The compensation committee intends the grants to be a
significant portion of the total executive compensation. The grants are
designed to align the interests of each RCM executive with those of the
stockholders, and provide each executive with a significant incentive
to manage RCM from the perspective of an owner with an equity stake in
the business. Grants typically permit executives to acquire RCM's
common stock at a fixed price per share (generally, the market price on
the grant date) over a specified period of time (usually up to ten
years). The grants provide a return to the executive only if the market
price of the shares appreciates over the option term.

The compensation committee bases the size of each executive's option grant
upon the executive's:

o position with RCM

o potential for future responsibility over the option term

o performance in recent periods, and

o current holdings of RCM stock and options.

The compensation committee believes that RCM's financial performance is a
better indicator of executive achievement than its stock price. The
compensation committee examines a number of financial indicators in assessing
RCM's performance, including:

o net sales

o operating income

o net income, and

o earnings per share

The compensation committee does not base compensation decisions upon any
precise formula or accord any one factor greater weight than the other
factors.

Compensation of Leon Kopyt, RCM's Chief Executive Officer

Leon Kopyt, RCM's Chief Executive Officer, participates in the same programs
as RCM's other executives, and receives compensation based on: the same
factors as RCM's other executives, his employment agreement and a termination
benefits agreement. Mr. Kopyt's overall compensation reflects his degree of
policy and decision-making authority and his level of responsibility with
respect to RCM's strategic direction and financial and operational results.
Mr. Kopyt's compensation was determined based on a study of the compensation
of chief executive officers of other companies in the information technology
industry, which have financial and corporate characteristics similar to those
of RCM. Mr. Kopyt's compensation components for RCM's fiscal year ended
December 31, 2001 were as follows:

o Base Salary: Mr. Kopyt received a base salary of $400,000.

o Annual Incentive: Pursuant to Mr. Kopyt's incentive compensation
arrangement, Mr. Kopyt received a $100,000 bonus for the fiscal year
ended December 31, 2001.

o Long-Term Incentive: Mr. Kopyt did not receive any stock option awards
during the fiscal year ended December 31, 2001.

Deductibility Of Executive Compensation

Section 162(m) of the Internal Revenue Code limits the amount of executive
compensation RCM may deduct for federal income tax purposes. In general,
Section 162(m) only allows a publicly held corporation to deduct up to one
million dollars per year of compensation paid to certain executives. The
executives whose

compensation is subject to limitation under Section 162(m) are those
executives who, as of the close of a corporation's taxable year, are either
the chief executive officer (or an individual acting in such capacity), or an
executive whose compensation is required to be reported to shareholders under
the Securities Exchange Act of 1934 by reason of that executive being among
the four highest compensated officers of a corporation for the taxable year
(other than the chief executive officer). Performance-based compensation is
not, however, subject to this deduction limitation if it meets certain
requirements. One of the requirements is that performance-based compensation
be payable only on the attainment of performance goals that have been approved
by a corporation's stockholders. Compensation attributable to the exercise of
options that are granted with an exercise price at or above the fair market
value of the stock subject to the option under a stockholder-approved stock
option plan meeting certain requirements is also qualified as performance-
based compensation. The compensation committee has generally attempted to
structure the compensation it pays to RCM's executives subject to Section
162(m) so that compensation that would exceed the one million dollar
limitation otherwise imposed under Section 162(m) will qualify for the
exemption noted above for performance-based compensation.

Respectfully submitted by the members of the Compensation Committee of the
Board of Directors:

David Gilfor
Robert B. Kerr

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Our compensation committee consists of David Gilfor and Robert B. Kerr.
Neither Mr. Gilfor nor Mr. Kerr is or has been an officer or employee of RCM
or any of its subsidiaries.

PROPOSAL 2
------------------------
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS

On the recommendation of our management, the Board of Directors has selected
Grant Thornton LLP to act in the capacity of independent auditors for the
current fiscal year. Ratification and approval by the stockholders will be
sought by the Board of Directors for the selection of Grant Thornton LLP as
independent auditors to audit our accounts and records for the fiscal year
ending December 31, 2002, and to perform other appropriate services. The
affirmative vote of a majority of the outstanding shares of our voting stock
is required to ratify the selection of Grant Thornton LLP. In the event that a
majority of the shares voted at the Annual Meeting do not vote for
ratification of the selection of Grant Thornton LLP, the Board of Directors
will reconsider such selection.

Audit Fees. Audit fees billed to us by Grant Thornton LLP during 2001 for
audit and review of our annual financial statements and those financial
statements included in our quarterly reports on Form 10-Q totaled $76,000.

Financial Information Systems Design and Implementation Fees. We did not
engage Grant Thornton LLP to provide advice to us regarding financial
information systems design and implementation during 2001.

All Other Fees. Fees billed to us by Grant Thornton LLP during 2001 for all
other non-audit services rendered to us, including tax related services,
totaled $14,185.

The Audit Committee has considered whether Grant Thornton LLP's provision of
services other than professional services rendered for the audit and review of
our annual financial statements is compatible with maintaining Grant Thornton
LLP's independence, and has determined that it is so compatible.

The Audit Committee has been informed by Grant Thornton LLP that less than
50 percent of the hours expended on Grant Thornton LLP's engagement to audit
our financial statement for the fiscal year ended December 31, 2001 were
attributed to work performed by persons other than Grant Thornton LLP's full-
time, permanent employees.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION AND APPROVAL
OF THE SELECTION OF GRANT THORNTON LLP AS OUR INDEPENDENT AUDITORS FOR FISCAL
2002.

The following report of the audit committee does not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other of our filings under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent we specifically incorporate this
report by reference therein.

REPORT OF THE AUDIT COMMITTEE

The following Report of the Audit Committee does not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other Company filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent the Company specifically
incorporates this Report by reference therein.

The Committee met four times during fiscal 2001 to carry out its
responsibilities. The Committee schedules it's meeting with a view to ensuring
that it devotes appropriate attention to all its tasks.

As part of its oversight of the Company's financial statements, the Audit
Committee reviewed and discussed with both management and the Company's
outside auditors all financial statements prior to their issuance. Management
advised the Committee in each case that all financial statements were prepared
in accordance with generally accepted accounting principles, and reviewed
significant accounting issues with the Committee. These reviews included
discussion with the outside auditors of matters required to be discussed
pursuant to Statement on Auditing Standards No. 61 (Communication with Audit
Committees).

The Committee also discussed with Grant Thornton LLP matters relating to its
independence, including a review of audit and non-audit fees and the
disclosures made to the Committee pursuant to Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees).

In addition, the Committee reviewed major initiatives and programs aimed at
strengthening the effectiveness of the Company's internal control structure.
As part of this process, the Committee continued to monitor the scope and
adequacy of the Company's internal auditing program, reviewing staffing levels
and steps taken to implement recommended improvements in internal procedures
and controls.

Taking all of these reviews and discussions into account, the Committee
recommended to the Board of Directors that the Board approve the inclusion of
the Company's audited financial statements in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2001, for filing with the
Securities and Exchange Commission.

All members of the Audit Committee are independent, as independence is
defined in Rule 4200(a)(15) of the listing standards of the National
Association of Securities Dealers.

Audit Committee

Robert B. Kerr (Chair)
Norman S. Berson
David Gilfor

STOCKHOLDER PROPOSALS

Stockholders may submit proposals to be considered for inclusion in the
proxy materials for our annual meetings. For your proposal to be included in
the proxy materials for our 2003 annual meeting:

o you must submit your proposal in writing to Stanton Remer, Secretary, RCM
Technologies, Inc., 2500 McClellan Avenue, Suite 350, Pennsauken, New
Jersey 08109;

o Mr. Remer must receive your proposal no later than February 20, 2003; and

o your proposal must comply with the rules and regulations of the SEC.

You may wish to present a proposal at our 2003 annual meeting but not have
the proposal included in our proxy materials relating to that meeting. You
must notify our Secretary of such proposal. If we do not receive notice of
your proposal by May 6, 2003 the proposal will be deemed "untimely" for the
purposes of Rule 14a-4(c) of the Securities Exchange Act of 1934. If the
proposal is deemed "untimely," the persons named as proxies in next year's
proxy materials will be entitled to vote in their discretion with respect to
the proposal.

By Order of the Board of Directors,

/s/ Stanton Remer

Stanton Remer
Secretary

April 29, 2002

RCM TECHNOLOGIES, INC.
25M McCLELLAN AVENUE
SUITE 350
PENNSAUKEN, NEW JERSEY 08109

THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF THE COMPANY

The undersigned, a stockholder of RCM Technologies, Inc., a Nevada corporation
(the " Company"), hereby appoints Leon Kopyt and Stanton Remer, and each of
them, as the true and lawful attorneys and proxies of the undersigned, with full
power of substitution, for and in the name of the undersigned, to vote and
otherwise act on behalf of the undersigned at the Annual Meeting of Stockholders
of the Company to be held at the Hilton Cherry Hill, 2349 W. Marlton Pike (Route
70), Cherry Hill, New Jersey 08002 on Thursday, June 20, 2002, at 6:00 p.m.
local time, and at any adjournment or adjournments thereof, with respect to all
shares of the Company's Common Stock which the undersigned would be entitled to
vote, with all powers the undersigned would possess if personally present, on
the following matters:

Please mark your
[X] votes as in this example.

FOR both nominees listed at
right (except as marked to the
contrary below) WITHHELD

1. The election of two Class C [ ] [ ]
directors, each to serve
until the expiration of his
term and until his successor is Nominees:
elected and qualified or Leon Kopyt
until his earlier resignation
or removal. Stanton Remer

INSTRUCTION. To withhold authority to vote for any
individual nominee, write that nominee's name on
the line below.
- ------------------------------------------------------

2. Ratification of the appointment by the
Board of Directors of Grant Thornton LLP
as independent auditors for the Company
for the fiscal year ending December 31, 2002 [ ] [ ] [ ]

3. In their discretion, the named proxies are
authorized to vote upon such other matters as
may properly come before the meeting or any
adjournment(s) thereof [ ] [ ] [ ]

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE
UNDERSIGNED STOCKHOLDER. IF THE STOCKHOLDER GIVES NO DIRECTION, THE PROXY
WILL BE VOTED " FOR" ALL NOMINEES FOR DIRECTOR, "FOR" PROPOSAL #2, AND IN THE
PROXIES' DISCRETION ON ANY OTHER MATTERS TO COME BEFORE THE MEETING.

Signature(s) Dated: ________, 2002

PLEASE DATE THIS PROXY AND SIGN ABOVE exactly as your name appears on this Proxy. If
more than one person owns the shares, each owner should sign. If you are signing this proxy as an
attorney, administrator, executor, guardian or trustee, please include your title. If you are signing this
proxy on behalf of a corporation, please include your title.