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                          ALTERNATIVE RESOURCES CORPORATION

                                 AMENDED AND RESTATED
                             INCENTIVE STOCK OPTION PLAN

    1.  PURPOSE.  The Alternative Resources Corporation Incentive Stock Option
Plan (the "PLAN"), as amended and restated, is intended to provide incentives
which will attract and retain highly competent persons as officers, key
employees and independent contractor consultants of Alternative Resources
Corporation and its subsidiaries (the "COMPANY"), by providing them
opportunities to acquire shares of Common Stock of the Company ("COMMON STOCK")
or to receive monetary payments based on the value of such shares pursuant to
the Awards described herein.

    2.  ADMINISTRATION.  The Plan will be administered by the Compensation
Committee (the "COMMITTEE") appointed by the Board of Directors of the Company
from among its members which shall be comprised of not less than two
non-employee members of the Board; PROVIDED, HOWEVER, that as long as the Common
Stock of the Company is registered under the Securities Exchange Act of 1934,
members of the Committee must qualify as disinterested persons within the
meaning of Securities and Exchange Commission Regulation Section 240.16b-3.  The
Committee is authorized, subject to the provisions of the Plan, to establish
such rules and regulations as it deems necessary for the proper administration
of the Plan and to make such determinations and interpretations and to take such
action in connection with the Plan and any Awards granted hereunder as it deems
necessary or advisable.  All determinations and interpretations made by the
Committee shall be binding and conclusive on all participants and their legal
representatives.  No member of the Board, no member of the Committee and no
employee of the Company shall be liable for any act or failure to act hereunder,
by any other member or employee or by any agent to whom duties in connection
with the administration of this Plan have been delegated or, except in
circumstances involving his or her bad faith, gross negligence or fraud, for any
act or failure to act by such member of the Board or employee.  

    3.  PARTICIPANTS.  Participants will consist of such officers, key
employees and independent contractor consultants of the Company as the Committee
in its sole discretion determines to be significantly responsible for the
success and future growth and profitability of the Company and whom the
Committee may designate from time to time to receive Awards under the Plan. 
Designation of a participant in any year shall not require the Committee to
designate such person to receive an Award in any other year or, once designated,
to receive the same type or amount of Awards as granted to the participant in
any year.  The Committee shall consider such factors as it deems pertinent in
selecting participants and in determining the amount and type of their
respective Awards.  In addition, non-employee directors of the Company shall
have the benefits provided in Section 6(h) hereof.

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    4.  TYPES OF AWARDS.  Awards under the Plan may be granted in any one or a
combination of (a) Stock Options, (b) Stock Appreciation Rights, (c) Stock
Awards, and (d) Performance Units, all as described below (collectively
"AWARDS").

    5.  SHARES RESERVED UNDER THE PLAN.  There is hereby reserved for issuance
under the Plan an aggregate of three million two hundred sixty-four thousand
(3,264,000) shares of Common Stock, which may be authorized but unissued or
treasury shares.  Any shares subject to an Award hereunder may thereafter be
subject to new Awards under this Plan if there is a lapse, cancellation,
expiration, or termination of any such Awards prior to issuance of the shares or
if shares are issued under such Awards and thereafter are reacquired by the
Company pursuant to rights reserved by the Company upon issuance thereof.

    6.  STOCK OPTIONS.  "STOCK OPTIONS" will consist of awards from the
Company, in the form of agreements, which will enable the holder to purchase a
specific number of shares of Common Stock, at set terms and at a fixed purchase
price.    Stock Options may be "INCENTIVE STOCK OPTIONS" within the meaning of
Section 422 of the Internal Revenue Code ("INCENTIVE STOCK OPTIONS") or Stock
Options which do not constitute Incentive Stock Options ("NONQUALIFIED STOCK
OPTIONS").  The Committee will have the authority to grant to any participant
one or more Incentive Stock Options, Nonqualified Stock Options, or both types
of Stock Options (in each case with or without Stock Appreciation Rights).  Each
Stock Option shall be subject to such terms and conditions consistent with the
Plan as the Committee may impose from time to time, subject to the following
limitations:

         (a)  EXERCISE PRICE.  Each Stock Option granted hereunder shall have
such per-share exercise price as the Committee may determine at the date of
grant provided, however, that the per-share exercise price for Incentive Stock
Options shall not be less than 100% of the Fair Market Value of the Common Stock
on the date the option is granted and provided further that the per-share
exercise price for Nonqualified Stock Options shall not be less than 85% of the
Fair Market Value of the Common Stock on the date the option is granted.

         (b)  PAYMENT OF EXERCISE PRICE.  The option exercise  price may be
paid by check or, in the discretion of the Committee, by the delivery of shares
of Common Stock of the Company then owned by the participant; provided, however,
that option agreements may provide that payment of the exercise price by
delivery of shares of Common Stock of the Company then owned by the participant
may be made only if such payment does not result in a charge to earnings for
financial accounting purposes as determined by the Committee.  In the discretion
of the Committee, payment may also be made by delivering a properly executed
exercise notice to the Company together with a copy of irrevocable instructions

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to a broker to deliver promptly to the Company the amount of sale or loan
proceeds to pay the exercise price.  To facilitate the foregoing, the Company
may enter into agreements for coordinated procedures with one or more brokerage
firms.

         (c)  EXERCISE PERIOD.  Stock Options granted under the Plan shall be
exercisable at such time or times and subject to such terms and conditions as
shall be determined by the Committee, PROVIDED, HOWEVER that no Stock Options
shall be exercisable earlier than six months after the date they are granted. 
In addition, Stock Options shall not be exercisable later than ten years after
the date they are granted.  All Stock Options shall terminate at such earlier
times and upon such conditions or circumstances as the Committee shall in its
discretion set forth in such option at the date of grant, provided however that
if a participant's employment or engagement with the Company is terminated other
than by reason of the participant's death or disability, the participant's
option will terminate thirty (30) days after such termination, and in the event
of a termination due to death or disability, the participant's option will
terminate six (6) months after such termination.

         (d)  LIMITATIONS ON STOCK OPTIONS.  Incentive Stock Options may be 
granted only to participants who are employees of the Company or one of its 
subsidiaries (within the meaning of Section 424(f) of the Internal Revenue 
Code) at the date of grant.  The aggregate Fair Market Value (determined as 
of the time the option is granted) of the Common Stock with respect to which 
Incentive Stock Options are exercisable for the first time by a participant 
during any calendar year (under all option plans of the Company) shall not 
exceed $100,000. Stock Options may not be granted to any participant who, at 
the time of grant, owns stock possessing (after the application of the 
attribution rules of Section 424(d) of the Code) more than 10% of the total 
combined voting power of all classes of stock of the Company, unless the 
option price is fixed at not less than 110% of the Fair Market Value of the 
Common Stock on the date of grant and the exercise of such option is 
prohibited by its terms after the expiration of five years from the date of 
grant of such option.

         (e)  REDESIGNATION AS NON-QUALIFIED STOCK OPTIONS.  Options designated
as "INCENTIVE STOCK OPTIONS" that fail to continue to meet the requirements of
Section 422 of the Internal Revenue Code shall be redesignated as non-qualified
options for Federal income tax purposes automatically without further action by
the Committee on the date of such failure to continue to meet the requirements
of Section 422 of the Code.

         (f)  LIMITATION OF RIGHTS IN SHARES.  The recipient of a Stock Option
shall not be deemed for any purpose to be a stockholder of the Company with
respect to any of the shares subject thereto except to the extent that the Stock
Option shall have been exercised and, in addition, a certificate shall have been
issued and delivered to the participant.

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         (g)  INDIVIDUAL LIMITATION ON NUMBER OF SHARES.  The number of shares
subject to Stock Options which may be granted during any calendar year to any
one participant shall not exceed two hundred six thousand four hundred (206,400)
shares.

         (h)  AUTOMATIC GRANT TO NON-EMPLOYEE DIRECTORS.  Each non-employee
director of the Company who is a member of the Board on the date of the
Company's annual meeting of shareholders, beginning with the 1995 annual meeting
and continuing for each annual meeting thereafter, and each non-employee
director of the Company who becomes a member of the Board for the first time
other than at the time of the Company's annual meeting of shareholders, shall
automatically receive, on the date of such annual meeting, or on the date such
person first becomes a member of the Board, as the case may be, a Nonqualified
Stock Option to purchase 5,000 shares of Common Stock, at an exercise price per
share equal to 100% of the Fair Market Value of the Common Stock on the date of
receipt of such option.  Any options granted under this Section 6(h) shall not
be exercisable for a period of one year from the date of grant and will
terminate upon the earlier of (i) ninety (90) days after the date on which the
director ceases to serve on the Board or (ii) ten (10) years after the date of
grant of the option.  For purposes of this Plan, a non-employee director is any
person who is a member of the Board of the Company and who is neither an
employee of the Company nor affiliated with a controlling shareholder of the
Company.

    7.  STOCK APPRECIATION RIGHTS.  The Committee may, in its discretion, 
grant Stock Appreciation Rights to the holders of any Stock Options granted 
hereunder. In addition, Stock Appreciation Rights may be granted 
independently of and without relation to options.  Each Stock Appreciation 
Right shall be subject to such terms and conditions consistent with the Plan 
as the Committee shall impose from time to time, including the following:

         (a)  A Stock Appreciation Right relating to a Nonqualified Stock
Option may be made part of such option at the time of its grant or at any time
thereafter up to six months prior to its expiration, and a Stock Appreciation
Right relating to an Incentive Stock Option may be made part of such option only
at the time of its grant.

         (b)  Each Stock Appreciation Right will entitle the holder to elect to
receive the appreciation in the Fair Market Value of the shares subject thereto
up to the date the right is exercised.  In the case of a right issued in
relation to a Stock Option, such appreciation shall be measured from not less
than the option price and in the case of a right issued independently of any
Stock Option, such appreciation shall be measured from not less than 85% of the
Fair Market Value of the Common Stock on the date the right is granted.  Payment
of such appreciation shall be made in cash or in Common Stock, or a combination
thereof, as set forth in the award, but no Stock Appreciation Right shall
entitle the holder to receive, upon exercise thereof, more than the number of
shares of Common Stock (or cash of equal value) with respect to which the right
is granted.

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         (c)  Each Stock Appreciation Right will be exercisable at the times 
and to the extent set forth therein, but no Stock Appreciation Right may be 
exercisable earlier than six months after the date it was granted or later 
than the earlier of (i) the term of the related option, if any, or (ii) 
fifteen years after it was granted.  Exercise of a Stock Appreciation Right 
shall reduce the number of shares issuable under the Plan (and the related 
option, if any) by the number of shares with respect to which the right is 
exercised.

         (d)  The number of shares subject to Stock Appreciation Rights which
may be granted during any calendar year to any one participant shall not exceed
two hundred six thousand four hundred (206,400) shares.

    8.  STOCK AWARDS.  Stock Awards will consist of Common Stock transferred 
to participants without other payment therefor as additional compensation for 
services rendered or to be rendered to the Company.  Stock Awards shall be 
subject to such terms and conditions as the Committee determines appropriate, 
including, without limitation, restrictions on the sale or other disposition 
of such shares and rights of the Company to reacquire such shares for no 
consideration upon termination of the participant's employment within 
specified periods.  The Committee may require the participant to deliver a 
duly signed stock power, endorsed in blank, relating to the Common Stock 
covered by such an Award.  The Committee may also require that the stock 
certificates evidencing such shares be held in custody until the restrictions 
thereon shall have lapsed. Except as otherwise provided in the written Stock 
Award, each participant shall have, with respect to the shares of Common 
Stock subject to a Stock Award, all of the rights of a holder of shares of 
Common Stock of the Company, including the right to receive dividends and to 
vote the shares.

    9.  PERFORMANCE UNITS.  Performance Units may be awarded either alone or in
addition to other Awards granted under this Plan and shall consist of the right
to receive Common Stock or cash of an equivalent value at the end of a specified
Performance Period (defined below).  The Committee shall determine the
participants to whom and the time or times at which  shall be awarded, the
number of Performance Units to be awarded to any person, the duration of the
period (the "PERFORMANCE PERIOD") during which, and the conditions under which,
receipt of the Shares will be deferred, and the other terms and conditions of
the Award in addition to those set forth in this Section 9.  The Committee may
condition the grant of Performance Units upon the attainment of specified
performance goals or such other factors or criteria as the Committee shall
determine.  Performance Units awarded pursuant to this Section 9 shall be
subject to the following terms and conditions:

         (a)  DIVIDENDS.  Unless otherwise determined by the Committee at the
time of the grant of the Award, amounts equal to any dividends declared during

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the Performance Period with respect to the number of shares of Common Stock
covered by a Performance Unit Award will not be paid to the participant.

         (b)  PAYMENT.  Subject to the provisions of the written Award and this
Plan, at the expiration of the Performance Period, share certificates and/or
cash of an equivalent value (as the Committee may determine) shall be delivered
to the participant, or his or her legal representative, in a number or amount
equal to the vested shares covered by the Performance Unit Award.

         (c)  TERMINATION OF EMPLOYMENT.  Subject to the applicable provisions
of the written Award and this Plan, upon termination of a participant's
employment with the Company for any reason during the Performance Period for a
given Award, the Performance Units in question will vest or be forfeited in
accordance with the terms and conditions established by the Committee.

    10.  ADJUSTMENT PROVISIONS.

         (a)  If the Company shall at any time change the number of issued
shares of Common Stock without new consideration to the Company (such as by
stock dividend, stock split, recapitalization, reorganization, exchange of
shares, liquidation, combination or other change in corporate structure
affecting the Common Stock) or make a distribution of cash or property which has
a substantial impact on the value of issued Common Stock, the total number of
shares available for Awards under this Plan shall be appropriately adjusted and
the number of shares covered by each outstanding Award and the reference price
or Fair Market Value for each outstanding Award shall be adjusted so that the
net value of such Award shall not be changed.

         (b)  In the case of any sale of assets, merger, consolidation,
combination or other corporate reorganization or restructuring of the Company
with or into another corporation which results in the outstanding Common Stock
being converted into or exchanged for different securities, cash or other
property, or any combination thereof (an "ACQUISITION"), subject to the
provisions of this Plan and any limitation applicable to the Award:

              (i)  any Participant to whom a Stock Option has been granted
    shall have the right thereafter and during the term of the Stock
    Option, to receive upon exercise thereof the Acquisition Consideration
    (as defined below) receivable upon the Acquisition by a holder of the
    number of shares of Common Stock which might have been obtained upon
    exercise of the Stock Option or portion thereof, as the case may be,
    immediately prior to the Acquisition; 

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              (ii)  any Participant to whom a Stock Appreciation Right has
    been granted shall have the right thereafter and during the term of
    such right to receive upon exercise thereof the difference on the
    exercise date between the aggregate Fair Market Value of the
    Acquisition Consideration receivable upon such acquisition by a holder
    of the number of shares of Common Stock which are covered by such
    right and the aggregate reference price of such right; and 

              (iii) any Participant to whom Performance Units have been
    awarded shall have the right thereafter and during the term of such
    Award, upon fulfillment of the term of the Award, to receive on the
    date or dates set forth in the Award, the Acquisition Consideration
    receivable upon such acquisition by a holder of the number of shares
    of Common Stock which are covered by such Award.

The term "ACQUISITION CONSIDERATION" shall mean the kind and amount of
securities, cash or other property or any combination thereof receivable in
respect of one share of Common Stock upon consummation of an Acquisition.

         (c)  Notwithstanding any other provision of this Plan, the Committee
may authorize the issuance, continuation or assumption of Awards or provide for
other equitable adjustments after changes in the Common Stock resulting from any
other merger, consolidation, sale of assets, acquisition of property or stock,
recapitalization, reorganization or similar occurrence upon such terms and
conditions as it may deem equitable and appropriate.

         (d)  In the event that another corporation or business entity is being
acquired by the Company, and the Company assumes outstanding employee stock
options and/or stock appreciation rights and/or the obligation to make future
grants of options or rights to employees of the acquired entity, the aggregate
number of shares of Common Stock available for Awards under this Plan shall be
increased accordingly.

    11.  NONTRANSFERABILITY.  

         (a)  Each Award granted under the Plan to a participant shall not be
transferable by him otherwise than by law or by will or the laws of descent and
distribution, and shall be exercisable, during his lifetime, only by him.  In
the event of the death of a participant while the participant is rendering
services to the Company, each Award theretofore granted to him shall be
exercisable during the period of six (6) months after his death (but not beyond
the stated duration of the Award) and then only: (i) by the executor or

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administrator of the estate of the deceased participant or the person or persons
to whom the deceased participant's rights under the Award shall pass by will or
the laws of descent and distribution; and (ii)  to the extent that the deceased
participant was entitled to do so at the date of his death.  

         (b)  Notwithstanding Section 11(a), in the discretion of the
Committee, Awards granted hereunder may be transferred to members of the
participant's immediate family (which for purposes of this Plan shall be limited
to the participant's children, grandchildren and spouse), or to one or more
trusts for the benefit of such family members or partnerships in which such
family members and/or trusts are the only partners, but only if the Award
expressly so provides.

    12.  OTHER PROVISIONS.  Awards under the Plan may also be subject to such
other provisions (whether or not applicable to the Award granted to any other
participant) as the Committee determines appropriate, including without
limitation, provisions for the installment purchase of Common Stock under Stock
Options, provisions for the installment exercise of Stock Appreciation Rights,
provisions to assist the participant in financing the acquisition of Common
Stock, provisions for the forfeiture of, or restrictions on resale or other
disposition of Shares acquired under any form of Award, provisions for the
acceleration of vesting and/or the payment of the value of Awards to
participants in the event of a change of control of the Company, provisions for
the forfeiture of, or provisions to comply with Federal and state securities
laws, or understandings or conditions as to the participant's employment in
addition to those specifically provided for under the Plan.

    13.  FAIR MARKET VALUE.  For purposes of this Plan and any Benefits awarded
hereunder, Fair Market Value of Common Stock shall be the mean between the
highest and lowest sale prices for the Company's Common Stock as reported in THE
WALL STREET JOURNAL under the heading "NASDAQ National Market" (or equivalent
recognized source of quotations) on the date of calculation (or on the next
preceding trading date if Common Stock was not traded on the date of
calculation), provided, however, that if the Company's Common Stock is not at
any time listed for trading on the NASDAQ National Market System, Fair Market
Value shall mean the amount determined in good faith by the Committee as the
fair market value of the Common Stock of the Company.

    14.  WITHHOLDING.  All payments or distributions made pursuant to the Plan
shall be net of any amounts required to be withheld pursuant to applicable
federal, state and local tax withholding requirements.  If the Company proposes
or is required to distribute Common Stock pursuant to the Plan, it may require
the recipient to remit to it an amount sufficient to satisfy applicable federal,
state and local tax withholding requirements, if any, prior to the delivery of
any certificates for such Common Stock.  The Committee may, in its discretion
and subject to such rules as it may adopt, permit an optionee or award holder to
(i) pay all or a portion of the federal, state and local withholding taxes

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arising in connection with the exercise of a Stock Option, or (ii) the receipt
of a Stock Award, by electing to have the Company withhold shares of Common
Stock having a Fair Market Value equal to the amount to be withheld.

    15.  TENURE.  A participant's right, if any, to continue to serve the
Company as an officer, employee, independent contractor consultant or otherwise,
shall not be enlarged or otherwise affected by his or her designation as a
participant under the Plan, nor shall this Plan in any way interfere with the
right of the Company, subject to the terms of any separate employment agreement
or other agreement to the contrary, at any time to terminate such employment or
engagement or to increase or decrease the compensation of the participant from
the rate in existence at the time of the grant of an Award.

    16.  DURATION, AMENDMENT AND TERMINATION.  No Award shall be granted 
after December 31, 2003; provided, however, that the terms and conditions 
applicable to any Award granted prior to such date may thereafter be amended 
or modified by mutual agreement between the Company and the participant or 
such other persons as may then have an interest therein.  Also, by mutual 
agreement between the Company and a participant hereunder or under any other 
present or future plan of the Company, Awards may be granted to such 
participant in substitution and exchange for, and in cancellation of, any 
Awards previously granted such participant under this Plan, or any other 
present or future plan of the Company. The Board of Directors may amend the 
Plan from time to time or terminate the Plan at any time PROVIDED, HOWEVER, 
that Section 6(h) of this Plan may not be amended more frequently than once 
every six months.  However, no action authorized by this paragraph shall 
change the terms and conditions of any existing Award without the 
participant's consent.  No amendment of the Plan shall, without approval of 
the stockholders of the Company, (i) materially increase the total number of 
shares which may be issued under the Plan; (ii) materially modify the 
requirements as to eligibility for Awards under the Plan; (iii) result in any 
member of the Committee losing his or her status as a disinterested person 
under Securities and Exchange Commission Regulation Section 240.16b-3 to the 
extent applicable; (iv) result in the Plan losing its status as a protected 
plan under Securities and Exchange Commission Rule 16b-3 to the extent 
applicable; or (v) extend the term of this Plan.  

    17.  GOVERNING LAW.  This Plan and actions taken in connection herewith
shall be governed and construed in accordance with the laws of the State of
Illinois (regardless of the law that might otherwise govern under applicable
Illinois principles of conflict of laws).

    18.  STOCKHOLDER APPROVAL.  The Plan was adopted by the Board of Directors
of the Company and the stockholders on April 29, 1994 and was amended by the
Board of Directors of the Company on December 21, 1995, February 14, 1996 and
April 16, 1996 and by the stockholders on April 26, 1996.

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