0001104659-05-029612 Sample Contracts

FIRST AMENDMENT TO STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • June 24th, 2005 • Cra International, Inc. • Services-legal services • Massachusetts

This First Amendment to Stock Pledge Agreement (the “First Amendment”) is made as of this 20th day of June 2005 by and between CRA International, Inc., formerly known as Charles River Associates Incorporated (“Borrower”), a Massachusetts corporation with its principal executive office at the John Hancock Tower, 200 Clarendon Street, T-33, Boston, Massachusetts 02116-5092 and Citizens Bank of Massachusetts, a bank with offices at 28 State Street, Boston, Massachusetts (the “Lender”) in consideration of the mutual covenants contained herein and the benefits to be derived herefrom. Unless otherwise specified, all capitalized terms shall have the same meaning herein as set forth in the Pledge Agreement (as defined below).

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SECOND AMENDMENT TO LOAN AGREEMENT
Loan Agreement • June 24th, 2005 • Cra International, Inc. • Services-legal services • Massachusetts

This Second Amendment to Loan Agreement (the “Second Amendment”) is made as of this 20th day of June 2005 by and between CRA International, Inc., formerly known as Charles River Associates Incorporated (“Borrower”), a Massachusetts corporation with its principal executive office at the John Hancock Tower, 200 Clarendon Street, T-33, Boston, Massachusetts 02116-5092 and Citizens Bank of Massachusetts, a bank with offices at 28 State Street, Boston, Massachusetts (the “Lender”) in consideration of the mutual covenants contained herein and the benefits to be derived herefrom. Unless otherwise specified, all capitalized terms shall have the same meaning herein as set forth in the Agreement (as defined below).

SECOND AMENDMENT TO REVOLVING NOTE
Revolving Note • June 24th, 2005 • Cra International, Inc. • Services-legal services

This Second Amendment to Revolving Note (the “Second Amendment”) is made as of this 20th day of June 2005 by and between Citizens Bank of Massachusetts (the “Bank”) having a principal office located at 28 State Street, Boston, Massachusetts 02108 and CRA International, Inc., formerly known as Charles River Associates Incorporated (the “Borrower”), a Massachusetts corporation having an office at the John Hancock Tower, 200 Clarendon Street, T-33, Boston, Massachusetts 02116-5092 to that certain Revolving Note dated January 14, 2004 executed by the Borrower in favor of the Bank (as amended, the “Note”). Any capitalized terms not otherwise defined herein shall have the same meanings designated in the Note.

CRA INTERNATIONAL, INC. 1,899,227 Shares Common Stock (1) UNDERWRITING AGREEMENT
Underwriting Agreement • June 24th, 2005 • Cra International, Inc. • Services-legal services • New York
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