                                              OMB APPROVAL
                                              ------------
                   UNITED STATES              OMB Number: 3235-0145
        SECURITIES AND EXCHANGE COMMISSION    Expires: October 31, 2002
                 Washington, D.C. 20549       Estimated average burden
                                              hours per response: 14.90

                   SCHEDULE 13D

    UNDER THE SECURITIES EXCHANGE ACT OF 1934
               (AMENDMENT NO. 1)*

        Alternative Resources Corporation
-----------------------------------------------------------------
                (Name of Issuer)


            Common Stock, $.01 par value
-----------------------------------------------------------------
           (Title of Class of Securities)


                     02145R
-----------------------------------------------------------------
                 (CUSIP Number)


              Wynnchurch Capital, Ltd.
             150 Field Drive, Suite 165
             Lake Forest, Illinois 60045
                  (847) 604-6100
             Attention: John A. Hatherly

                   with a copy to:

               Mark T. Kindelin, Esq.
               Barry L. Fischer, Esq.
                 Altheimer & Gray
               10 South Wacker Drive
               Chicago, Illinois 60606
                  (312) 715-4000
-----------------------------------------------------------------
 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

                  August 5, 2002
-----------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this Schedule because
of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. / /
Check the following box if a fee is being paid with the
statement. / /

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).

<PAGE>

-----------------------------------------------------------------
CUSIP No. 02145R                             Page 2 of 43 Pages
-----------------------------------------------------------------

1.  NAME OF REPORTING PERSON
    IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

    Wynnchurch Capital Partners, L.P.
-----------------------------------------------------------------
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
    (a) /x/
    (b)/ /
-----------------------------------------------------------------
3.  SEC USE ONLY
-----------------------------------------------------------------
4.  SOURCE OF FUNDS:  WC
-----------------------------------------------------------------
5.  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
    PURSUANT TO ITEMS 2(d) OR 2(e):  / /
-----------------------------------------------------------------
6.  CITIZENSHIP OR PLACE OF ORGANIZATION:  Delaware
-----------------------------------------------------------------
    NUMBER OF
     SHARES       7.  SOLE VOTING POWER: 7,380,312<F2>
  BENEFICIALLY  -------------------------------------------------
    OWNED BY      8.  SHARED VOTING POWER: -0-
     EACH       -------------------------------------------------
   REPORTING      9.  SOLE DISPOSITIVE POWER: 7,380,312<F2>
    PERSON      -------------------------------------------------
     WITH        10.  SHARED DISPOSITIVE POWER: -0-
-----------------------------------------------------------------
11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON: 15,000,000<F1>
-----------------------------------------------------------------
12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES: / /
-----------------------------------------------------------------
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
     45.9%<F3>
-----------------------------------------------------------------
14.  TYPE OF REPORTING PERSON:  PN
-----------------------------------------------------------------
<FN>
<F1>
Based on (i) Warrant to purchase 4,920,208 shares of common
stock issued to Wynnchurch Capital Partners, L.P. and Warrant to
purchase 5,079,792 shares of common stock issued to Wynnchurch
Capital Partners Canada, L.P.; (ii) Note issued to Wynnchurch
Capital Partners, L.P, convertible into a total of 1,968,083
shares of common stock and Note issued to Wynnchurch Capital
Partners Canada, L.P. convertible into a total of 2,031,917
shares of common stock; and (iii) Contingent Warrant to purchase
492,021 shares of common stock issued to Wynnchurch Capital
Partners, L.P. and Contingent Warrant to purchase 507,979 shares
of common stock issued to Wynnchurch Capital Partners Canada, L.P.
<F2>
Power is exercised through Wynnchurch Management, Inc., the
sole general partner of the sole general partner of Wynnchurch
Capital Partners, L.P. and Wynnchurch GP Canada, Inc., the sole
general partner of the sole general partner of Wynnchurch Capital
Partners Canada, L.P.
<F3>
Based on 32,702,819 shares of common stock outstanding,
computed by adding the 17,702,819 shares of common stock
outstanding as of May 6, 2002, as disclosed on Issuer's
10Q filed with the SEC on May 15, 2002, and the 15,000,000
shares of common stock which would be newly issued upon
full exercise of the Warrants and Contingent Warrants and
full conversion of the Notes (as herein defined).
</FN>
<PAGE>
-----------------------------------------------------------------
CUSIP No. 02145R                             Page 3 of 43 Pages
-----------------------------------------------------------------
1.  NAME OF REPORTING PERSON
    IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

    Wynnchurch Partners, L.P.
-----------------------------------------------------------------
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
    (a) / /
    (b) /x/
-----------------------------------------------------------------
3.  SEC USE ONLY
-----------------------------------------------------------------
4.  SOURCE OF FUNDS:  Not applicable
-----------------------------------------------------------------
5.  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
    PURSUANT TO ITEMS 2(d) OR 2(e):  / /
-----------------------------------------------------------------
6.  CITIZENSHIP OR PLACE OF ORGANIZATION:  Delaware
-----------------------------------------------------------------
    NUMBER OF
     SHARES       7.  SOLE VOTING POWER: 7,380,312<F1>
  BENEFICIALLY  -------------------------------------------------
    OWNED BY      8.  SHARED VOTING POWER: -0-
     EACH       -------------------------------------------------
   REPORTING      9.  SOLE DISPOSITIVE POWER: 7,380,312<F1>
    PERSON      -------------------------------------------------
     WITH        10.  SHARED DISPOSITIVE POWER: -0-
-----------------------------------------------------------------
11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON: 15,000,000<F1>
-----------------------------------------------------------------
12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES: / /
-----------------------------------------------------------------
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
     45.9%<F2>
-----------------------------------------------------------------
14.  TYPE OF REPORTING PERSON:  PN
-----------------------------------------------------------------
<FN>
<F1>
Solely in its capacity as the sole general partner of
Wynnchurch Capital Partners, L.P.
<F2>
Based on 32,702,819 shares of common stock outstanding,
computed by adding the 17,702,819 shares of common stock
outstanding as of May 6, 2002, as disclosed on Issuer's 10Q and
the 15,000,000 shares of common stock which would be newly issued
upon full exercise of the Warrants and Contingent Warrants and
full conversion of the Notes (as herein defined).
</FN>
<PAGE>
-----------------------------------------------------------------
CUSIP No. 02145R                             Page 4 of 43 Pages
-----------------------------------------------------------------
1.  NAME OF REPORTING PERSON
    IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

    Wynnchurch Management, Inc.
-----------------------------------------------------------------
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
    (a) / /
    (b) /x/
-----------------------------------------------------------------
3.  SEC USE ONLY
-----------------------------------------------------------------
4.  SOURCE OF FUNDS:  Not applicable
-----------------------------------------------------------------
5.  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
    PURSUANT TO ITEMS 2(d) OR 2(e):  / /
-----------------------------------------------------------------
6.  CITIZENSHIP OR PLACE OF ORGANIZATION:  Delaware
-----------------------------------------------------------------
    NUMBER OF
     SHARES       7.  SOLE VOTING POWER: 7,380,312<F1>
  BENEFICIALLY  -------------------------------------------------
    OWNED BY      8.  SHARED VOTING POWER: -0-
     EACH       -------------------------------------------------
   REPORTING      9.  SOLE DISPOSITIVE POWER: 7,380,312<F1>
    PERSON      -------------------------------------------------
     WITH        10.  SHARED DISPOSITIVE POWER: -0-
-----------------------------------------------------------------
11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON: 15,000,000<F1>
-----------------------------------------------------------------
12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES: / /
-----------------------------------------------------------------
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
     45.9%<F2>
-----------------------------------------------------------------
14.  TYPE OF REPORTING PERSON:  CO
-----------------------------------------------------------------
<FN>
<F1>
Solely in its capacity as the sole general partner of
Wynnchurch Partners, L.P.
<F2>
Based on 32,702,819 shares of common stock outstanding,
computed by adding the 17,702,819 shares of common stock
outstanding as of May 6, 2002, as disclosed on Issuer's 10Q and
the 15,000,000 shares of common stock which would be newly issued
upon full exercise of the Warrants and Contingent Warrants and
full conversion of the Notes (as herein defined).
</FN>
<PAGE>
-----------------------------------------------------------------
CUSIP No. 02145R                             Page 5 of 43 Pages
-----------------------------------------------------------------
1.  NAME OF REPORTING PERSON
    IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

    Wynnchurch Capital Partners Canada, L.P.
-----------------------------------------------------------------
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
    (a) /x/
    (b) / /
-----------------------------------------------------------------
3.  SEC USE ONLY
-----------------------------------------------------------------
4.  SOURCE OF FUNDS:  WC
-----------------------------------------------------------------
5.  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
    PURSUANT TO ITEMS 2(d) OR 2(e):  / /
-----------------------------------------------------------------
6.  CITIZENSHIP OR PLACE OF ORGANIZATION:  Alberta, Canada
-----------------------------------------------------------------
    NUMBER OF
     SHARES       7.  SOLE VOTING POWER: 7,619,688<F2>
  BENEFICIALLY  -------------------------------------------------
    OWNED BY      8.  SHARED VOTING POWER: -0-
     EACH       -------------------------------------------------
   REPORTING      9.  SOLE DISPOSITIVE POWER: 7,619,688<F2>
    PERSON      -------------------------------------------------
     WITH        10.  SHARED DISPOSITIVE POWER: -0-
-----------------------------------------------------------------
11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON: 15,000,000<F1><F2>
-----------------------------------------------------------------
12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES:  / /
-----------------------------------------------------------------
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
     (11):  45.9%<F3>
-----------------------------------------------------------------
14.  TYPE OF REPORTING PERSON:  PN
-----------------------------------------------------------------
<FN>
<F1>
Based on (i) Warrant to purchase 4,920,208 shares of  common
stock issued to Wynnchurch Capital Partners, L.P. and Warrant to
purchase 5,079,792 shares of common stock issued to Wynnchurch
Capital Partners Canada, L.P.; (ii) Note issued to Wynnchurch
Capital Partners, L.P, convertible into a total of 1,968,083
shares of common stock and Note issued to Wynnchurch Capital
Partners Canada, L.P. convertible into a total of 2,031,917
shares of common stock; and (iii) Contingent Warrant to purchase
492,021 shares of common stock issued to Wynnchurch Capital
Partners, L.P. and Contingent Warrant to purchase 507,979 shares
of common stock issued to Wynnchurch Capital Partners Canada,
L.P.
<F2>
Power is exercised through Wynnchurch Management, Inc., the
sole general partner of the sole general partner of Wynnchurch
Capital Partners, L.P. and Wynnchurch GP Canada, Inc., the sole
general partner of the sole general partner of Wynnchurch Capital
Partners Canada, L.P.
<F3>
Based on 32,702,819 shares of common stock outstanding,
computed by adding the 17,702,819 shares of common stock
outstanding as of May 6, 2002, as disclosed on Issuer's 10Q and
the 15,000,000 shares of common stock which would be newly issued
upon full exercise of the Warrants and Contingent Warrants and
full conversion of the Notes (as herein defined).
</FN>
<PAGE>
-----------------------------------------------------------------
CUSIP No. 02145R                             Page 6 of 43 Pages
-----------------------------------------------------------------
1.  NAME OF REPORTING PERSON
    IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

    Wynnchurch Partners Canada, L.P.
-----------------------------------------------------------------
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
    (a) / /
    (b) /x/
-----------------------------------------------------------------
3.  SEC USE ONLY
-----------------------------------------------------------------
4.  SOURCE OF FUNDS:  Not applicable
-----------------------------------------------------------------
5.  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
    PURSUANT TO ITEMS 2(d) OR 2(e):  / /
-----------------------------------------------------------------
6.  CITIZENSHIP OR PLACE OF ORGANIZATION:  Alberta, Canada
-----------------------------------------------------------------
    NUMBER OF
     SHARES       7.  SOLE VOTING POWER: 7,619,688<F1>
  BENEFICIALLY  -------------------------------------------------
    OWNED BY      8.  SHARED VOTING POWER: -0-
     EACH       -------------------------------------------------
   REPORTING      9.  SOLE DISPOSITIVE POWER: 7,619,688<F1>
    PERSON      -------------------------------------------------
     WITH        10.  SHARED DISPOSITIVE POWER: -0-
-----------------------------------------------------------------
11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON: 15,000,000<F1>
-----------------------------------------------------------------
12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES:  / /
-----------------------------------------------------------------
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
     (11):  45.9%<F2>
-----------------------------------------------------------------
14.  TYPE OF REPORTING PERSON:  PN
-----------------------------------------------------------------
<FN>
<F1>
Solely in its capacity as the sole general partner of
Wynnchurch Capital Partners Canada, L.P.
<F2>
Based on 32,702,819 shares of common stock outstanding,
computed by adding the 17,702,819 shares of common stock
outstanding as of May 6, 2002, as disclosed on Issuer's 10Q and
the 15,000,000 shares of common stock which would be newly issued
upon full exercise of the Warrants and Contingent Warrants and
full conversion of the Notes (as herein defined).
</FN>
<PAGE>
-----------------------------------------------------------------
CUSIP No. 02145R                             Page 7 of 43 Pages
-----------------------------------------------------------------
1.  NAME OF REPORTING PERSON
    IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

    Wynnchurch GP Canada, Inc.
-----------------------------------------------------------------
2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
    (a) / /
    (b) /x/
-----------------------------------------------------------------
3.  SEC USE ONLY
-----------------------------------------------------------------
4.  SOURCE OF FUNDS: Not applicable
-----------------------------------------------------------------
5.  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
    PURSUANT TO ITEMS 2(d) OR 2(e):  / /
-----------------------------------------------------------------
6.  CITIZENSHIP OR PLACE OF ORGANIZATION:  Delaware
-----------------------------------------------------------------
    NUMBER OF
     SHARES       7.  SOLE VOTING POWER: 7,619,688<F1>
  BENEFICIALLY  -------------------------------------------------
    OWNED BY      8.  SHARED VOTING POWER: -0-
     EACH       -------------------------------------------------
   REPORTING      9.  SOLE DISPOSITIVE POWER: 7,619,688<F1>
    PERSON      -------------------------------------------------
     WITH        10.  SHARED DISPOSITIVE POWER: -0-
-----------------------------------------------------------------
11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON: 15,000,000<F1>
-----------------------------------------------------------------
12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
     CERTAIN SHARES:  / /
-----------------------------------------------------------------
13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN
     ROW (11):  45.9%<F2>
-----------------------------------------------------------------
14.  TYPE OF REPORTING PERSON:  CO
-----------------------------------------------------------------
<FN>
<F1>
Solely in its capacity as the sole general partner of
Wynnchurch Partners Canada, L.P.
<F2
Based on 32,702,819 shares of common stock outstanding,
computed by adding the 17,702,819 shares of common stock
outstanding as of May 6, 2002, as disclosed on Issuer's 10Q
and the 15,000,000 shares of common stock which would be
newly issued upon full exercise of the Warrants and
Contingent Warrants and full conversion of the Notes
(as herein defined).
</FN>
<PAGE>
     This Amendment No. 1 amends the Schedule 13D (the
"Original Schedule 13D") filed with the Securities Exchange
Commission ("SEC") on February 8, 2002.  Unless otherwise stated
herein, the Original Schedule 13D, as previously amended, remains
in full force and effect.  Terms used herein and not defined
herein shall have the meanings ascribed thereto in the Original
Schedule 13D.

Item 4.   Purpose of Transaction.
          ----------------------

Item 4 is hereby amended and restated as follows:

     The Reporting Persons acquired the Warrants, the Contingent
Warrants and the Notes pursuant to a Securities Purchase
Agreement dated January 31, 2002, between the Issuer and
Wynnchurch US and Wynnchurch Canada (the "Purchase Agreement")
attached as an exhibit hereto and incorporated herein by
reference.

     In connection with the Purchase Agreement, Wynnchurch US and
Wynnchurch Canada purchased the Notes, which are convertible at
any time into newly issued Shares at a conversion price of $2.50
per Share (subject to adjustment upon the occurrence of certain
events which may have a dilutive effect on the Shares or the
conversion price), provided that the amount converted is the
lesser of (i) at least One Million Dollars ($1,000,000) of the
remaining outstanding principal amount of such Note or (ii) the
remaining outstanding principal amount of the Note.  The Notes
bear interest at a rate of 15%, payable quarterly, with the total
principal amount due January 31, 2009.

     In connection with the Purchase Agreement, Wynnchurch US and
Wynnchurch Canada purchased the Warrants, which entitle
Wynnchurch US and Wynnchurch Canada to purchase an aggregate
total of 10,000,000 newly issued Shares at an exercise price of
$0.55 per Share.  The Warrants may be exercised at any time until
January 31, 2012, provided, however, that if the warrant holder
elects not to exercise pursuant to the Warrants on the
consummation of a Major Transaction by Issuer (as defined below)
in which the Issuer's stockholders do not receive or continue to
hold publicly traded securities, the Warrants will expire.

     Also, in connection with the Purchase Agreement, Wynnchurch
US and Wynnchurch Canada purchased the Contingent Warrants, which
entitle Wynnchurch US and Wynnchurch Canada to purchase from
Issuer, an aggregate total of 1,000,000 Shares, at an exercise
price of $0.73 per share, pursuant to the terms of the Contingent
Warrants.  The Contingent Warrants are not exercisable until a
"Trigger Date," which is the earlier of April 30, 2003 or the
consummation of a "Major Transaction" by the Issuer, which is
defined as: (w) a consolidation or merger by the Issuer with any
other corporation or entity (other than a merger in which  the
Issuer is the surviving or continuing entity and its capital
stock is unchanged and unissued in such transaction which does
not result in a Change of Control (as defined in the Purchase
Agreement) or (x) any share exchange pursuant to which all of the
outstanding Shares are converted into other securities or
property or (y) any reclassification or change of the outstanding
Shares or (z) the sale by Issuer of all or substantially all of
its assets.  If prior to such Trigger Date the Issuer makes
certain deliveries to Wynnchurch US and Wynnchurch Canada of
audited 2002 financial statements and other documents as
described in the Contingent Warrants, then such Contingent
Warrants will automatically expire.

     In addition, in connection with the Purchase Agreement,
Wynnchurch US, Wynnchurch Canada and the Issuer entered into a
Registration Rights Agreement dated as of January 31, 2002 (the
"Registration Rights Agreement").  Pursuant to the Registration
Rights Agreement, which is attached hereto as an exhibit and
incorporated herein by reference, Wynnchurch US and Wynnchurch
Canada have certain rights to require the Issuer to register the
Shares held by Wynnchurch US and Wynnchurch Canada.

     In connection with the Purchase Agreement, Mr. Hatherly and
Frank G. Hayes were appointed to the Board of Directors of the
Issuer (the "Board") on February 4, 2002 to fill two vacancies on
the Board, and Mr. Hatherly was appointed to the Compensation
Committee of the Board.  In addition, pursuant to the Purchase
Agreement, for so long as either (x) $2,500,000 in aggregate
principal amount of Notes are held by Wynnchurch Canada and
Wynnchurch US or (y) Warrants or Warrant Shares representing at
least twenty percent (20%) of the outstanding Shares (assuming
exercise of the Warrants in full) are held by Wynnchurch Canada
and Wynnchurch US, Wynnchurch Canada and Wynnchurch US shall have
the right to cause the Board to be increased to up to 9 members
from its present 7 members and to designate up to two additional

<PAGE>
members to fill those newly created directorships (for a total of
up to four (4) members) for appointment to the Board, exercisable
through written notice delivered to the Issuer.  Subsequent to
the filing of the Original Schedule 13D, Wynnchurch US and
Wynnchurch Canada caused the Board to be increased to nine (9)
members.  Pursuant to the Purchase Agreement, Wynnchurch US
and Wynnchurch Canada have certain pre-emptive rights in the
event that the Issuer should issue new securities.

     Under the terms of the Purchase Agreement, the Issuer is
bound by certain negative and affirmative covenants and will
remain bound by certain of the covenants as long as $1,000,000
aggregate principal of the Notes remains outstanding.

     In order to defray a portion of the cost of compensating the
new Chairman of the Board of Issuer, Mr. Robert Stanojev, on
August 5, 2002, Wynnchurch US and Wynnchurch Canada entered into
a Subscription Agreement with Mr. Stanojev, which is attached
hereto as an exhibit and incorporated herein by reference,
pursuant to which Mr. Stanojev subscribed for and purchased a
stock purchase warrant (the "Stanojev Warrant") from Wynnchurch
US and Wynnchurch Canada to purchase up to 500,000 Shares.
Pursuant to the Stanojev Warrant, which is attached hereto as an
exhibit and incorporated herein by reference, Mr. Stanojev is
entitled to purchase from Wynnchurch US and Wynnchurch Canada an
aggregate total of 500,000 Shares at an exercise price of $0.73
per Share.   The Stanojev Warrant vests one-third per year over
three years (assuming Mr. Stanojev is serving as Chairman of
Issuer at such time).  Vesting of the Stanojev Warrant shall be
accelerated under certain conditions, as set forth in the
Stanojev Warrant.

     In addition, Wynnchurch US, Wynnchurch Canada and the Issuer
entered into a Letter Agreement on August 4, 2002, a copy of
which is attached hereto as an exhibit and incorporated herein by
reference, pursuant to which the parties amended the Securities
Purchase Agreement and agreed that in connection with the
expansion of the size of the Board to ten (10) members, effective
with Mr. Stanojev's election as Chairman of the Board, the number
of members of the Board would equal the sum of six (6) plus the
number of Wynnchurch Directors (as defined in the Securities
Purchase Agreement) until the earlier of (i) the resignation of a
director other than a Wynnchurch Director or (ii) the 2003 annual
meeting of the Issuer's stockholders.

     In connection with the Stanojev Warrant, on August 5, 2002,
Wynnchurch US, Wynnchurch Canada, Robert Stanojev and the Issuer
entered into a Joinder Agreement, which is attached hereto as an
exhibit and incorporated herein by reference, pursuant to which
the parties agreed that any Shares acquired by Mr. Stanojev
through exercise of the Stanojev Warrant would be covered by
certain provisions of the Registration Rights Agreement.

     Consistent with such reporting requirements and rights, the
Reporting Persons have had, and may have in the future,
discussions with management of the Issuer concerning the Issuer's
recent operating history as well as the Issuer's general business
outlook and prospects.  The Reporting Persons acquired the Notes,
Warrants and Contingent Warrants reported herein, in connection
with the Purchase Agreement, for investment purposes.

     Depending on market conditions and other factors that each
may deem material to its investment decision, each of the
Reporting Persons may purchase additional Shares in the open
market or in private transactions or may dispose of all or a
portion of the Shares that such Reporting Person now owns or
hereafter may acquire, subject to transfer restrictions contained
in the Purchase Agreement or imposed by law.

     Except as set forth in this Item 4, the Reporting Persons
have no present plans or proposals that relate to or that would
result in any of the actions specified  in clauses (a) through
(j) of Item 4 of Schedule 13D of the Act.

Item 5.   Interest in Securities of the Issuer.
          ------------------------------------

Item 5 is hereby amended and restated as follows:

     Each of the calculations in this Item 5 is based on
32,702,819 shares of common stock outstanding, computed by adding
the 17,702,819 Shares outstanding as of May 6, 2002, as reported
in the Issuer's most recent 10Q and the 15,000,000 shares of
common stock which would be newly issued upon full exercise of

<PAGE>
the Warrants and Contingent Warrants and full conversion of the
Notes (as herein defined). Each of the calculations in this Item
assumes the exercise of the Warrants held by Wynnchurch US and
Wynnchurch Canada into 10,000,000 Shares (which Warrants are
currently exercisable or exercisable within sixty days of the
date hereof), the full conversion of the Notes held by Wynnchurch
US and Wynnchurch Canada into 4,000,000 Shares, and the exercise
of the Contingent Warrants held by Wynnchurch US and Wynnchurch
Canada into 1,000,000 Shares (which Contingent Warrants are not
currently exercisable, but may become exercisable within sixty
days of the date hereof upon the occurrence of a Major
Transaction as described herein within such period).  Statements
regarding power to vote and dispose of the Shares assume that the
Warrants and Contingent Warrants have been exercised and the
Notes converted, and further assumes that the Stanojev Warrant
has not been exercised (which would decrease the beneficial
ownership of the Reporting Persons herein).

     (a)

     Wynnchurch US
     -------------

     The aggregate number of Shares that Wynnchurch US may be
deemed to beneficially own, pursuant to Rule 13d-3 of the Act, is
15,000,000, including the Shares beneficially owned by Wynnchurch
Canada, which constitutes approximately 45.9% of the outstanding
Shares.

     US GP
     -----

     As the sole general partner of Wynnchurch US, US GP may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 15,000,000 Shares, which constitutes approximately 45.9%
of the outstanding Shares.  US GP disclaims beneficial ownership
of all such Shares.

     US Management
     -------------

     As the sole general partner of US GP, US Management may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial
owner of 15,000,000 Shares, which constitutes approximately 45.9%
of the outstanding Shares. US Management disclaims beneficial
ownership of all such Shares.

     Wynnchurch Canada
     -----------------

     The aggregate number of Shares that Wynnchurch Canada may be
deemed to beneficially own, pursuant to Rule 13d-3 of the Act, is
15,000,000 Shares, including the Shares beneficially owned by
Wynnchurch US, which constitutes approximately 45.9% of the
outstanding Shares.

     Canada GP
     ---------

     As the sole general partner of Wynnchurch Canada, Canada GP
may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 15,000,000 Shares, which constitutes
approximately 45.9% of the outstanding Shares.  Canada GP
disclaims beneficial ownership of all such Shares.

     Canada Management
     -----------------

     As the sole general partner of Canada GP, Canada Management
may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 15,000,000 Shares, which constitutes
approximately 45.9% of the outstanding Shares. Canada Management
disclaims beneficial ownership of all such Shares.

     (b)

     Wynnchurch US
     -------------

     Acting through its sole general partner, Wynnchurch US has
the sole power to vote or to direct the vote and to dispose or
direct the disposition of 7,380,312 Shares.

<PAGE>

     US GP
     -----

     Acting through its sole general partner and in its capacity
as the sole general partner of Wynnchurch US, US GP has the sole
power to vote or to direct the vote and to dispose or direct the
disposition of 7,380,312 Shares.

     US Management
     -------------

     As the general partner of US GP, which is the general
partner of Wynnchurch US, US Management has the sole power to
vote or to direct the vote and to dispose or direct the
disposition of 7,380,312 Shares.

     Wynnchurch Canada
     -----------------

     Acting through its sole general partner, Wynnchurch Canada
has the sole power to vote or to direct the vote and to dispose
or direct the disposition of 7,619,688 Shares.

     Canada GP
     ---------

     Acting through its sole general partner and in its capacity
as the sole general partner of Wynnchurch Canada, Canada GP has
the sole power to vote or to direct the vote and to dispose or
direct the disposition of 7,619,688 Shares.

     Canada Management
     -----------------

     As the general partner of Canada GP, which is the general
partner of Wynnchurch Canada, Canada Management has the sole
power to vote or to direct the vote and to dispose or direct the
disposition of 7,619,688 Shares.

     (c)  To the best of the knowledge of each of the Reporting
Persons, except as described herein, none of the persons named in
response to paragraph (a) has effected any transaction in Shares
during the past sixty (60) days.

     (d)  Not applicable.

     (e)  Not applicable.

Item 6.   Contracts, Arrangements, Understandings or Relationships
          with Respect to Securities of the Issuer.
          --------------------------------------------------------

Item 6 is hereby amended and restated as follows:

     Except as set forth herein or in the Exhibits filed herewith
and incorporated herein by reference, the Reporting Persons do
not have any contracts, arrangements, understandings or
relationships (legal or otherwise) with any person with respect
to any securities of the Issuer, including but not limited to
transfer or voting of any of the Shares of the Issuer, finder's
fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving
or withholding of proxies, or a pledge or power over the Shares
of the Issuer.

Item 7.  Materials to be Filed as Exhibits.
         ---------------------------------

Item 7 is hereby amended and restated as follows:

     Exhibit 1      Statement made pursuant to Rule 13d-1(k)
                    (1)(iii) of Regulation 13D-G of the General
                    Rules and Regulations under the Securities
                    Exchange Act of 1934, as amended.

<PAGE>
     Exhibit B      Securities Purchase Agreement dated
                    January 31, 2002, between Issuer,
                    Wynnchurch US and Wynnchurch Canada
                    (incorporated by reference to Exhibit B
                    of the Original Schedule 13D filed on
                    February 8, 2002).

     Exhibit C      Senior Subordinated Note dated January 31,
                    2002, in the principal amount of
                    $4,920,208 to the order of Wynnchurch
                    US (incorporated by reference to Exhibit C of
                    the Original Schedule 13D filed on February
                    8, 2002).

     Exhibit D      Senior Subordinated Note dated January 31, 2002,
                    in the principal amount of $5,079,792 to the
                    order of Wynnchurch Canada (incorporated by
                    reference to Exhibit D of the Original
                    Schedule 13D filed on February 8, 2002).

     Exhibit E      Warrant to purchase 4,920,208 Shares
                    issued to Wynnchurch US (incorporated
                    by reference to Exhibit E of the Original
                    Schedule 13D filed on February 8, 2002).

     Exhibit F      Warrant to purchase 5,079,792 Shares
                    issued to Wynnchurch Canada (incorporated
                    by reference to Exhibit F of the Original
                    Schedule 13D filed on February 8, 2002).

     Exhibit G      Contingent Warrant to purchase 492,021
                    Shares issued to Wynnchurch US
                    (incorporated by reference to Exhibit G
                    of the Original Schedule 13D filed on
                    February  8, 2002).

     Exhibit H      Contingent Warrant to purchase  507,979
                    Shares issued to Wynnchurch Canada
                    (incorporated by reference to Exhibit H
                    of the Original Schedule 13D filed on
                    February 8, 2002).

     Exhibit I      Registration Rights Agreement dated
                    January 31, 2002 by and among Issuer,
                    Wynnchurch US and Wynnchurch Canada
                    (incorporated by reference to Exhibit I
                    of the Original Schedule 13D filed on
                    February 8, 2002).

     Exhibit J      Power of Attorney for Wynnchurch US,
                    US GP and US Management (incorporated
                    by reference to Exhibit J of the
                    Original Schedule 13D filed on
                    February 8, 2002).

     Exhibit K      Power of Attorney for Wynnchurch
                    Canada, Canada GP, and Canada
                    Management (incorporated by reference
                    to Exhibit K of the Original Schedule 13D
                    filed on February 8, 2002).

     Exhibit L      Subscription Agreement among Wynnchurch
                    US, Wynnchurch Canada and Robert Stanojev
                    dated August 5, 2002.

     Exhibit M      Warrant to purchase 500,000 Shares issued
                    to Robert Stanojev by Wynnchurch US and
                    Wynnchurch Canada.

     Exhibit N      Letter Agreement regarding Issuer's Board
                    Composition among Wynnchurch US, Wynnchurch
                    Canada and Issuer dated August 4, 2002.

     Exhibit O      Joinder Agreement regarding Registration
                    Rights Agreement among Wynnchurch US,
                    Wynnchurch Canada, Robert Stanojev and
                    Issuer dated August 5, 2002.

<PAGE>
     After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.

Dated:  August 7, 2002
                              WYNNCHURCH CAPITAL PARTNERS, L.P.

                              By:  Wynnchurch Partners, L.P., its
                                   general partner

                                   By:  Wynnchurch Management, Inc.,
                                       its general partner


                                   By:    /s/ John A. Hatherly*
                                          ----------------------
                                   Name:  John A. Hatherly
                                   Its: President

                              WYNNCHURCH CAPITAL PARTNERS CANADA,
                              L.P.

                              By:  Wynnchurch Partners Canada,
                                   L.P., its general partner

                                   By:  Wynnchurch GP Canada,
                                        Inc., its general partner


                                   By:  /s/ John A. Hatherly*
                                        ----------------------
                                   Name:  John A. Hatherly
                                   Its:   President

                              WYNNCHURCH PARTNERS, L.P.

                              By:  Wynnchurch Management, Inc.,
                                   its general partner

                              By:  /s/ John A. Hatherly*
                                   ---------------------
                              Name:  John A. Hatherly
                              Its:   President

                              WYNNCHURCH MANAGEMENT, INC.


                              By:  /s/ John A. Hatherly*
                                   ----------------------
                              Name:  John A. Hatherly
                              Its: President

                              WYNNCHURCH PARTNERS CANADA, L.P.

                              By:  Wynnchurch GP Canada, Inc.,
                                   its general partner


                              By:   /s/ John A. Hatherly*
                                    ----------------------
                              Name: John A. Hatherly
                              Its:  President

<PAGE>
                              WYNNCHURCH GP CANADA, INC.


                              By:   /s/ John A. Hatherly*
                                    ----------------------
                              Name: John A. Hatherly
                              Its:  President

*By: /s/ Barry L. Fischer
     --------------------
     Barry L. Fischer
     Attorney-in-Fact
<PAGE>

                         EXHIBIT INDEX
                         -------------
                                                            Exhibit
                                                            Page No.
                                                            -------

     Exhibit 1    Statement made pursuant to Rule 13d-1(k)
                  (1)(iii) of Regulation 13D-G of the
                  General Rules and Regulations under
                  the Securities Exchange Act of 1934,
                  as amended.                                   1

     Exhibit B    Securities Purchase Agreement dated
                  January 31, 2002, between Issuer,
                  Wynnchurch US and Wynnchurch Canada
                  (incorporated by reference to Exhibit
                  B of the Original Schedule 13D filed
                  on February 8, 2002).

     Exhibit C    Senior Subordinated Note dated
                  January 31, 2002, in the principal
                  amount of $4,920,208 to the order
                  of Wynnchurch US (incorporated
                  by reference to Exhibit C of the
                  Original Schedule 13D filed on
                  February 8, 2002).

     Exhibit D    Senior Subordinated Note dated
                  January 31, 2002, in the principal
                  amount of $5,079,792 to the order
                  of Wynnchurch Canada (incorporated
                  by reference to Exhibit D of the
                  Original Schedule 13D filed on
                  February 8, 2002).

     Exhibit E    Warrant to purchase 4,920,208 Shares
                  issued to Wynnchurch US (incorporated
                  by reference to Exhibit E of the
                  Original Schedule 13D filed on
                  February 8, 2002).

     Exhibit F    Warrant to purchase 5,079,792 Shares
                  issued to Wynnchurch Canada (incorporated
                  by reference to Exhibit F of the Original
                  Schedule 13D filed on February 8, 2002).

     Exhibit G   Contingent Warrant to purchase 492,021
                 Shares issued to Wynnchurch US
                 (incorporated by reference to
                 Exhibit G of the Original Schedule
                 13D filed on February 8, 2002).

     Exhibit H    Contingent Warrant to purchase 507,979
                  Shares issued to Wynnchurch Canada
                  (incorporated by reference to
                  Exhibit H of the Original Schedule
                  13D filed on February 8, 2002).

     Exhibit I    Registration Rights Agreement dated
                  January 31, 2002 by and among Issuer,
                  Wynnchurch US and Wynnchurch Canada
                  (incorporated by reference to Exhibit I
                  of the Original Schedule 13D filed on
                  February 8, 2002).

     Exhibit J    Power of Attorney for Wynnchurch US, US
                  GP and US Management (incorporated by
                  reference to Exhibit J of the Original
                  Schedule 13D filed on February 8, 2002).

     Exhibit K    Power of Attorney for Wynnchurch Canada,
                  Canada GP, and Canada Management
                  (incorporated by reference to Exhibit K
                  of the Original Schedule 13D filed on
                  February 8, 2002).

     Exhibit L    Subscription Agreement among Wynnchurch
                  US, Wynnchurch Canada and Robert Stanojev
                  dated August 5, 2002.                             2

     Exhibit M    Warrant to purchase 500,000 Shares issued
                  to Robert Stanojev by Wynnchurch US and
                  Wynnchurch Canada.                               11

<PAGE>
     Exhibit N    Letter Agreement regarding Issuer's Board
                  Composition among Wynnchurch US,
                  Wynnchurch Canada and Issuer dated
                  August 4, 2002.                                  23

     Exhibit O    Joinder Agreement regarding Registration
                  Rights Agreement among Wynnchurch US,
                  Wynnchurch Canada, Robert Stanojev
                  and Issuer dated August 5, 2002.                 25

