<PAGE>
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you
are in any doubt as to the action to be taken, you should seek your own
financial advice immediately from your own appropriately authorized independent
financial advisor.
If you have sold or transferred all of your registered holdings of Common
Stock of Business Resource Group, please forward this document and all
accompanying documents to the stockbroker, bank or other agent through whom the
sale or transfer was effected, for submission to the purchaser or transferee.
NOTICE OF GUARANTEED DELIVERY
FOR
TENDER OF SHARES OF COMMON STOCK
OF
BUSINESS RESOURCE GROUP
PURSUANT TO THE OFFER TO PURCHASE
DATED JULY 14, 2000
BY
BRG ACQUISITION CORPORATION
AN
INDIRECT WHOLLY-OWNED
SUBSIDIARY OF
BR HOLDINGS LLC
WHICH IS
MAJORITY-OWNED
BY
THREE CITIES FUND III, L.P.
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This Notice of Guaranteed Delivery, or one substantially in the form
hereof, must be used to accept the Offer (as defined below) (i) if certificates
("Share Certificates") evidencing shares of common stock, par value $0.01 per
share (the "Shares"), of Business Resource Group, a California corporation (the
"Company"), are not immediately available, (ii) if Share Certificates and all
other required documents cannot be delivered to American Stock Transfer and
Trust Company, as Depositary (the "Depositary"), prior to the Expiration Time
(as defined in Section 7 of the Offer to Purchase (as defined below)) or (iii)
if the procedure for delivery by book-entry transfer cannot be completed on a
timely basis. This Notice of Guaranteed Delivery may be delivered by hand or
mail or transmitted by telegram or facsimile transmission to the Depositary. See
Section 9 of the Offer to Purchase.
The Depositary for the Offer is:
AMERICAN STOCK TRANSFER AND TRUST COMPANY
BY FACSIMILE TRANSMISSION:
(For Eligible Institutions Only)
(718) 234-5001
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<S> <C> <C>
BY MAIL: BY OVERNIGHT: BY HAND:
American Stock Transfer American Stock Transfer American Stock Transfer
and Trust Company and Trust Company and Trust Company
40 Wall Street-46th Floor 40 Wall Street-46th Floor 40 Wall Street-46th Floor
New York, NY 10005 New York, NY 10005 New York, NY 10005
FOR CONFIRMATION TELEPHONE:
(718) 921-8200
</TABLE>
<PAGE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION
OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION"
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
SHARES MAY NOT BE TENDERED PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES.
LADIES AND GENTLEMEN:
The undersigned hereby tenders to BRG Acquisition Corporation, a Delaware
corporation, an indirect wholly-owned subsidiary of BR Holdings LLC, a Delaware
limited liability company, which is majority-owned by Three Cities Fund III,
L.P. a Delaware limited partnership, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated July 14, 2000 (the "Offer
to Purchase"), and the related Letter of Transmittal (the terms and conditions
of which, as amended or supplemented from time to time, together constitute the
"Offer"), receipt of each of which is hereby acknowledged, the number of Shares
specified below pursuant to the guarantee delivery procedures described in
Section 9 of the Offer to Purchase.
Number of Shares:
Name(s) of Record Holder(s):
----------------------------------------------------
(PLEASE PRINT)
Address(es):
-------------------------------------------------------------------
(ZIP CODE)
Area Code and Tel. No:
--------------------------------------------------------
Certificate Nos. (if available):
------------------------------------------------
Check box if Shares will be tendered by book-entry transfer:
/ / The Depository Trust Company
Signature(s):
-------------------------------------------------------------------
Account Number:
-----------------------------------------------------------------
Dated: , 2000
------------------------------------------------------------------
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
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<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a participant in the Security Transfer Agents
Medallion Program, hereby guarantees to deliver to the Depositary, at one of its
addresses set forth above, either the certificates representing the Shares
tendered hereby, in proper form for transfer, or a Book-Entry Confirmation (as
defined in Section 8 of the Offer to Purchase) of a transfer of such Shares into
the Depositary's account at The Depository Trust Company, in any such case
together with a properly completed and duly executed Letter of Transmittal, or a
manually signed facsimile thereof, with any required signature guarantees, or,
in the case of a book-entry transfer, an Agent's Message (as defined in Section
8 of the Offer to Purchase), and any other documents required by the Letter of
Transmittal within three Nasdaq trading days after the date of execution of this
Notice of Guaranteed Delivery.
The Eligible Institution that completes this form must communicate the
guarantee to the Depositary and must deliver the Letter of Transmittal and
certificates for Shares to the Depositary within the time period shown herein.
Failure to do so could result in financial loss to such Eligible Institution.
Name of Firm:
------------------------------------------------------------------
(AUTHORIZED SIGNATURE)
Address:
------------------------------------------------------------------------
(ZIP CODE)
Area Code and Tel. No.:
--------------------------------------------------------
Name:
--------------------------------------------------------------------------
Title:
-------------------------------------------------------------------------
Date: , 2000
---------------------------------------------------------------------
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE.
SHARE CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL
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