<SUBMISSION>
<ACCESSION-NUMBER>0000919916-02-000041
<TYPE>SC 13D/A
<PUBLIC-DOCUMENT-COUNT>6
<FILING-DATE>20020807
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>ALTERNATIVE RESOURCES CORP
<CIK>0000920521
<ASSIGNED-SIC>7363
<IRS-NUMBER>382791069
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
<ACT>34
<FILE-NUMBER>005-43491
<FILM-NUMBER>02722097
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>100 TRI STATE INTERNATIONAL
<STREET2>STE 300
<CITY>LINCOLNSHIRE
<STATE>IL
<ZIP>60069
<PHONE>8473171000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>75 TRI STATE INTERNATIONAL
<STREET2>STE 100
<CITY>LINCOLNSHIRE
<STATE>IL
<ZIP>60069
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>WYNNCHURCH CAPITAL PARTNERS LP
<CIK>0001104678
<IRS-NUMBER>364323597
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>150 FIELD DR
<STREET2>STE 165
<CITY>LAKE FOREST
<STATE>IL
<ZIP>60045
<PHONE>8476046100
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>150 FIELD DR
<STREET2>STE 165
<CITY>LAKE FORSET
<STATE>IL
<ZIP>60045
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>arc858312-3.txt
<DESCRIPTION>AMENDMENT TO FORM 13D
<TEXT>
                                              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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>arcex-1.txt
<DESCRIPTION>EXHIBIT 1
<TEXT>
                         EXHIBIT 1
                         ---------

     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, the undersigned agree that the statement to
which this Exhibit is attached is filed on behalf of each of them
in the capacities set forth below.

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

                                Exhibits:  Page 1



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>arcex-l.txt
<DESCRIPTION>EXHIBIT L
<TEXT>
                            EXHIBIT L
                     SUBSCRIPTION AGREEMENT
                     ----------------------

     THIS SUBSCRIPTION AGREEMENT ("Agreement") is made as of
August 5, 2002, between WYNNCHURCH CAPITAL PARTNERS, L.P., a
Delaware limited partnership ("Wynnchurch"), Wynnchurch Capital
Partners Canada, L.P., an Alberta, Canada limited partnership
("Wynnchurch Canada", and Wynnchurch and Wynnchurch Canada
collectively, "Grantors"), and Robert Stanojev ("Subscriber").

                             RECITALS:
                             --------

     A.   The Grantors and Subscriber are executing and
delivering this Agreement in reliance upon the exemption from
registration of securities afforded by the provisions of
Regulation D ("Regulation D") as promulgated by the United States
Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "Securities Act").

     B.   The Subscriber desires to subscribe for and purchase a
Warrant issued by Grantors in the form of Exhibit A hereto (the
"Warrant") permitting Subscriber to purchase up to 500,000 shares
of common stock, par value $0.01 per share (the "Shares") of
Alternative Resources Corporation, a Delaware corporation (the
"Company") on the terms and conditions set forth in the Warrant,
and the Grantors desire to issue the Warrant to the Subscriber,
on the terms and subject to the conditions herein contained.

                          AGREEMENTS:
                          ----------

     Therefore, in consideration of their respective promises
contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

                           ARTICLE I

                     Subscription for Shares
                     -----------------------

     1.1  Subscription for Shares.  The Subscriber hereby subscribes
for and agrees to purchase from the Grantors, and the Grantors
hereby agree to sell to the Subscriber, the Warrant, at a price
equal to $10.00 (the "Subscription Price").  The Subscription
Price shall be payable by the Subscriber in immediately available
funds on the date hereof (the "Closing Date").  Upon delivery to
the Company of the Subscription Price in immediately available
funds, the Grantors shall execute and deliver to the Subscriber
the Warrant.

                           ARTICLE II

                 Representations and Warranties
                 ------------------------------

     2.1  Representations and Warranties of Subscriber.  Subscriber
represents and warrants to the Grantors as follows:

                          Exhibits:  Page 2
<PAGE>

     (a)  Subscriber has full power and authority to enter into this
Agreement, to purchase the Warrant hereunder, and to carry out
and perform his obligations under the terms of this Agreement and
the Warrant.

     (b)  No consent, authorization, order or approval of, or filing
or registration with, any governmental commission, board or other
regulatory body of the United States or any state or political
subdivision thereof is required for or in connection with the
consummation by Subscriber of the transaction contemplated
hereby, except for filings required pursuant to the Securities
Act or the Securities and Exchange Act of 1934, as amended.

     (c)  Neither the execution and delivery of this Agreement by
Subscriber, nor the consummation by Subscriber of the transaction
contemplated hereby, will conflict with or result in a breach of
any statute or administrative regulation, or of any order, writ,
injunction, judgment or decree of any court or governmental
authority or of any arbitration award.

     (d)  Subscriber is not, individually, a party to any unexpired,
undischarged or unsatisfied written or oral contract, agreement,
indenture, mortgage, debenture, note or other instrument under
the terms of which performance by Subscriber according to the
terms of this Agreement will be a default or an event of
acceleration, or grounds for termination, or whereby timely
performance by Subscriber according to the terms of this
Agreement may be prohibited, prevented or delayed.

     (e)  Neither Subscriber, nor any of his Affiliates (as defined
below) has dealt with any person or entity who is or may be
entitled to a broker's commission, finder's fee, investment
banker's fee or similar payment for arranging the transaction
contemplated hereby or introducing the parties to each other.  As
used herein, an "Affiliate" is any person or entity which
controls a party to this Agreement or the Company, which that
party or the Company controls, or which is under common control
with that party or the Company.  For purposes of the preceding
sentence, the term "control" means the power, direct or indirect,
to direct or cause the direction of the management and policies
of a person or entity through voting securities, contract or
otherwise.

     (f)  Subscriber is an "accredited investor" within the meaning
of Rule 501(a) of Regulation D under the Securities Act.  Subscriber
acknowledges that Subscriber has been given the opportunity to
(a) ask questions and receive satisfactory answers concerning the
terms and conditions of the transactions described herein and (b)
obtain additional information in order to evaluate the merits and
risks of an investment in the Company and to verify the accuracy
of the information provided by the Company.

     (g)  Subscriber understands that neither the Warrant acquired by
him nor any Shares acquired through the exercise of the Warrant
have not been registered under the Securities Act or any state
securities laws, and are being offered and sold in reliance upon
federal and state exemptions from registration for transactions
not involving any public offering.  Subscriber recognizes that
reliance upon such exemptions is based in part upon

                          Exhibits:  Page 3
<PAGE>
the representations of Subscriber contained herein.  Subscriber
represents and warrants that the Warrant and any Shares acquired
through exercise of the Warrant will be acquired by Subscriber
solely for the account of Subscriber, for investment purposes
only and not with a view to the distribution thereof.  Subscriber
represents and warrants that Subscriber (a) is a sophisticated
investor with such knowledge and experience in business and
financial matters as will enable Subscriber to evaluate the
merits and risks of investment in the Company through the
Warrant, (b) is able to bear the economic risk and lack of
liquidity of an investment in the Company through the Warrant and
(c) is able to bear the risk of loss of his entire investment in
the Company through the Warrant.

     (h)  Subscriber recognizes that (a) an investment in the Company
involves certain risks, and (b) the marketability of the Warrant
and any Shares upon its exercise will be severely limited.
Subscriber agrees that he will not transfer, sell or otherwise
dispose of the Warrant or Shares acquired through exercise of the
Warrant in any manner that will violate the Securities Act or any
state securities laws.  Subscriber will not take any action which
would be deemed to require the Company to provide the information
specified in paragraph (b)(2) of Rule 502 to any person in order
to satisfy the requirement for an exemption for the sale of the
Shares by the Company under Rule 505 or Rule 506 of Regulation D.

     (i)  Subscriber is familiar with Rule 144 promulgated by the
Securities and Exchange Commission under the Securities Act,
which establishes guidelines governing, among other things, the
resale of "restricted securities" (securities such as the Warrant
or any Shares, which are acquired from the issuer of such
securities in a transaction not involving any public offering),
and understand that reliance on Rule 144 to transfer securities
is subject to the restrictions and limitations set forth in such
Rule.

     (j)  In connection with a transfer of the Warrant or any Shares
acquired through exercise of the Warrant pursuant to an exemption
from registration under the Securities Act, or if available,
under Rule 144 or pursuant to some other exemption, Subscriber
may be required by Grantors and/or the Company to deliver to
Grantors and/or the Company an opinion from counsel for such
buyer, to the effect that all applicable federal and state
securities law requirements have been met.

     2.2  Representations and Warranties of Grantors.  The Grantors
represent and warrant to Subscriber that:

     (a)  Wynnchurch is a limited partnership existing and in good
standing under the laws of the State of Delaware, and Wynnchurch
Canada is a partnership existing and in good standing under the
laws of the Province of Alberta, Canada.

     (b)  No consent, authorization, order or approval of, or filing
or registration with, any governmental commission, board or other
regulatory body of the United States or Canada or any state,
province or political subdivision thereof is required for or in
connection with the consummation by the Grantors of the
transaction contemplated hereby, except for filings required
pursuant to the Securities Act or the Securities and Exchange Act
of 1934, as amended.

                          Exhibits:  Page 4
<PAGE>

     (c)  Each Grantor has full power and authority to execute and
perform this Agreement.

     (d)  Neither of the Grantors, nor any of their Affiliates have
dealt with any person, firm or corporation who is or may be
entitled to a broker's commission, finder's fee, investment
banker's fee or similar payment for arranging the transaction
contemplated hereby or introducing the parties to each other.

     2.3  Limitation on Warranties.  Except as expressly set forth in
Section 2.2, the Grantors make no express or implied warranty of
any kind whatsoever, including, without limitation, any
representation as to physical condition or value of any of the
assets of the Company or the future profitability or future
earnings performance of the Company.  ALL IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE
EXPRESSLY EXCLUDED.

                                ARTICLE III

                              Confidentiality
                              ---------------

     3.1  Subscriber shall not disclose to any third party (other than
to his agents, attorneys, consultants, accountants and lenders,
having a need to know such information in connection with the
transaction contemplated hereby), or use for any purpose other
than evaluating and carrying out the transaction contemplated
hereby, any Confidential Information regarding the Company.
Intending that the term shall be broadly construed to include
anything protectible under the Illinois Trade Secrets Act or
other applicable law, "Confidential Information" means all
information, and all documents and other tangible items which
record information, which at the time or times concerned is
protectible as a trade secret under applicable law.  The
preceding portions of this section shall not apply to information
(a) which was in the public domain or independently received from
a third party with a right to disclose such information,
(b) which was previously known by Subscriber, or (c) to the
extent that disclosure is required by law.

                             ARTICLE IV

                             Covenants
                             ---------

     4.1  Good Faith.  No party shall intentionally perform any act
which, if performed, or omit to perform any act which, if omitted
to be performed, would prevent or excuse the performance of this
Agreement by any party hereto or which would result in any
representation or warranty herein contained of said party being
untrue in any material respect as if originally made on and as of
the Closing Date.

     4.2  Further Assurances.  The parties shall execute such further
documents, and perform such further acts, as may be necessary to
comply with the terms of this Agreement and consummate the
transaction contemplated hereby.

                          Exhibits:  Page 5
<PAGE>

                              ARTICLE V

                            Miscellaneous
                            -------------

     5.1  Publicity.  Except as otherwise required by law or
applicable stock exchange rules, press releases concerning this
transaction shall be made only with the prior agreement of
Grantors and Subscriber.

     5.2  Notices.  All notices required or permitted to be given
hereunder shall be in writing and may be delivered by hand, by
facsimile, by nationally recognized private courier, or by United
States mail.  Notices delivered by mail shall be deemed given
three (3) business days after being deposited in the United
States or, if notice is to be provided by Wynnchurch Canada,
Canadian mail, postage prepaid, registered or certified mail.
Notices delivered by hand, by facsimile, or by nationally
recognized private courier shall be deemed given on the first
business day following receipt; provided, however, that a notice
delivered by facsimile shall only be effective if such notice is
also delivered by hand, or deposited in the United States or, if
notice is to be provided by Wynnchurch Canada, Canadian mail,
postage prepaid, registered or certified mail, on or before two
(2) business days after its delivery by facsimile.  All notices
shall be addressed as follows:

          If to either Grantor:

               c/o Wynnchurch Capital Ltd.
               Two Conway Park
               15c Field Drive, Suite 165
               Lake Forest, Illinois 60045
               Attention:  John A. Hatherly
               Fax: (847) 604-6105

          with a copy to:

               Altheimer & Gray
               10 South Wacker Drive
               Suite 4000
               Chicago, Illinois 60606
               Attention:  Mark T. Kindelin, Esq. and
               Barry L. Fischer, Esq.
               Fax: (312) 715-4800

          If to Subscriber:

               Robert Stanojev
               4000 Royal Marco Way
               Unit #924
               Marco Island, Florida  34145
               Fax: (239) 389-4394

                          Exhibits:  Page 6
<PAGE>


          With a copy to:

               Hinshaw & Culbertson
               222 N. LaSalle St., Suite 300
               Chicago, Illinois  60601
               Attention:  Peter Sullivan, Esq.
               Fax: (312) 704-3001

and/or to such other respective address and/or addressees as may
be designated by notice given in accordance with the provisions
of this Section 5.2.

     5.3  Consent to Jurisdiction.  The parties hereto irrevocably
consent and submit to the exclusive jurisdiction of any local,
state or federal court within the County of Cook in the State of
Illinois for enforcement by either party of this Agreement.  The
parties irrevocably waive any objection they may have to venue in
the defense of an inconvenient forum to the maintenance of such
actions or proceedings to enforce this Agreement.

     5.4  Expenses; Transfer Taxes.  Each party hereto shall bear all
fees and expenses incurred by such party in connection with,
relating to or arising out of the negotiation, preparation,
execution, delivery and performance of this Agreement and the
consummation of the transaction contemplated hereby, including,
without limitation, attorneys', accountants' and other
professional fees and expenses.  Subscriber shall pay the cost of
all sales, use, excise and transfer taxes which may be payable in
connection with the transaction contemplated hereby.

     5.5  Entire Agreement.  This Agreement and the instruments to be
delivered by the parties pursuant hereto constitute the entire
agreement between the parties.  The parties make no
representations or warranties to each other, except as contained
in this Agreement.  Subscriber acknowledges that he has conducted
an independent investigation of the financial condition, assets,
liabilities, properties and projected operations of the Company
in making his determination as to the propriety of the
transaction contemplated by this Agreement, and in entering into
this Agreement has relied solely on the results of said
investigation and on the representations and warranties of
Company expressly contained in this Agreement.

     5.6  Non-Waiver.  The failure in any one or more instances of a
party to insist upon performance of any of the terms, covenants
or conditions of this Agreement, to exercise any right or
privilege in this Agreement conferred, or the waiver by said
party of any breach of any of the terms, covenants or conditions
of this Agreement, shall not be construed as a subsequent waiver
of any such terms, covenants, conditions, rights or privileges,
but the same shall continue and remain in full force and effect
as if no such forbearance or waiver had occurred.  No waiver
shall be effective unless it is in writing and signed by an
authorized representative of the waiving party.

     5.7  Counterparts.  This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original,
and all such counterparts shall constitute but one instrument.

                          Exhibits:  Page 7
<PAGE>

     5.8  Severability.  The invalidity of any provision of this
Agreement or portion of a provision shall not affect the validity
of any other provision of this Agreement or the remaining portion
of the applicable provision.

     5.9  Applicable Law.  This Agreement shall be governed and
controlled as to validity, enforcement, interpretation,
construction, effect and in all other respects by the internal
laws of the State of Illinois applicable to contracts made in
that State.

     5.10 Binding Effect; Benefit.  This Agreement shall inure to the
benefit of and be binding upon the parties hereto, and their
heirs, representatives, successors and permitted assigns.
Nothing in this Agreement, express or implied, is intended to
confer on any person other than the parties hereto, and their
respective heirs, representatives, successors and permitted
assigns any rights, remedies, obligations or liabilities under or
by reason of this Agreement.

     5.11 Assignability.  This Agreement shall not be assignable by
Subscriber without the prior written consent of each Grantor.
5.12 Amendments.  This Agreement shall not be modified or amended
except pursuant to an instrument in writing executed and
delivered on behalf of each of the parties hereto.

     5.13 Headings.  The headings contained in this Agreement are for
convenience of reference only and shall not affect the meaning or
interpretation of this Agreement.

                         [SIGNATURE PAGE FOLLOWS]



                          Exhibits:  Page 8
<PAGE>


     IN WITNESS WHEREOF, the parties have executed this
Subscription Agreement on the date first above written.

                              GRANTORS:

                              WYNNCHURCH CAPITAL PARTNERS, L.P.

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

                                   By:  Wynnchurch Management Inc.,
                                        its general partner

                                   By:/s/ John Hatherly
                                      -----------------
                                   Name:  John Hatherly
                                   Title: President


                              WYNNCHURCH CAPITAL PARTNERS CANADA,
                              L.P.

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

                                   By:  Wynnchurch GP Canada, its
                                        general partner

                                   By:/s/ John Hatherly
                                      -----------------
                                   Name:  John Hatherly
                                   Title: President

                              SUBSCRIBER:


                              /s/ Robert Stanojev
                              -------------------
                              Name:  Robert Stanojev

                          Exhibits:  Page 9
<PAGE>



                                    EXHIBIT A

                                 Form of Warrant
                                 ---------------

                          Exhibits:  Page 10


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>arcex-m.txt
<DESCRIPTION>EXHIBIT M
<TEXT>
                            EXHIBIT M
                            ---------



VOID AFTER 5:00 P.M., CENTRAL STANDARD
TIME ON  DECEMBER 31, 2011 OR AS SET FORTH
IN SECTION 2(D) HEREOF

     THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT
     BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE
     UNITED STATES.  THE SECURITIES REPRESENTED HEREBY MAY
     NOT BE OFFERED OR SOLD OR OTHERWISE TRANSFERRED IN THE
     ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
     SECURITIES UNDER APPLICABLE SECURITIES LAWS OR UNLESS
     OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE
     EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE
     LAWS.

                            Right to Purchase 500,000 Shares of
                         Common Stock, par value $.01 per share
                          of Alternative Resources Corporation,
                                         a Delaware corporation

No: Wynn-1

Date: August 5, 2002

                          STOCK PURCHASE WARRANT

     THIS CERTIFIES THAT, for value received, Robert Stanojev or
his registered assigns (the "Holder"), is entitled, subject to
the condition set forth herein, to purchase from Wynnchurch
Capital Partners, L.P., a Delaware limited partnership and
Wynnchurch Capital Partners Canada, L.P., an Alberta, Canada
limited partnership ("Wynnchurch Canada", and Wynnchurch and
Wynnchurch Canada collectively, "Grantors"), at any time or from
time to time during the period specified in Section 2 hereof,
500,000 fully paid and nonassessable shares of the Common Stock,
par value $.01 per share of Alternative Resources Corporation, a
Delaware corporation (the "Company", the "Common Stock") at an
exercise price of $0.73 per share (the "Exercise Price").
Capitalized terms used in this Warrant ("Warrant") and not
otherwise defined shall have the respective meanings set forth in
that certain Securities Purchase Agreement dated January 31, 2002
among the Company and the Grantors (the "Securities Purchase
Agreement").  The number of shares of Common Stock purchasable
hereunder (the "Warrant Shares") and the Exercise Price are
subject to adjustment as provided in Section 4 hereof.







                       Exhibits:  Page 11

<PAGE>

     This Warrant is subject to the following terms, provisions,
and conditions:

     1.   Mechanics of Exercise.  This Warrant may be exercised as
follows:

          (a)  Manner of Exercise.  This Warrant may be exercised by the
Holder, in whole or in part, by the surrender of this Warrant (or
evidence of loss, theft, destruction or mutilation thereof in
accordance with Section 7(c) hereof), together with a completed
exercise agreement in the Form of Exercise Agreement attached
hereto as Exhibit 1 (the "Exercise Agreement"), to Grantors at
Grantor's principal executive offices (or such other office or
agency of Grantor as they may designate by notice to the Holder),
and upon (i) payment to the Grantors in cash, by certified or
official bank check or by wire transfer for the account of the
Company, of the Exercise Price for the Warrant Shares specified
in the Exercise Agreement or (ii) if the Holder elects to effect
a Cashless Exercise (as defined in Section 11(c) below), delivery
to the Company of a written notice of an election to effect a
Cashless Exercise for the Warrant Shares specified in the
Exercise Agreement.  The Warrant Shares so purchased shall be
deemed to be issued to the Holder or Holder's designees, as the
record owner of such shares, as of the date on which this Warrant
shall have been surrendered, the completed Exercise Agreement
shall have been delivered, and payment (or notice of an election
to effect a Cashless Exercise) shall have been made for such
shares as set forth above.  Any exercise of the Warrant will be
fulfilled by Wynnchurch providing 49.20208% of the Warrant Shares
to be issued to Holders pursuant to an Exercise Agreement, and
Wynnchurch Canada providing the remaining 50.79792% (rounded as
Grantors shall agree).

     (b)  Issuance of Certificates.  Grantors shall use their
reasonable efforts  to cause certificates for the Warrant Shares
so purchased, representing the aggregate number of shares
specified in the Exercise Agreement, to be delivered to the
Holder  within a reasonable time, not exceeding twenty (20)
business days, after this Warrant shall have been so exercised
(the "Delivery Period").  The certificates so delivered shall be
in such denominations as may be requested by the Holder and shall
be registered in the name of  Holder or such other name as shall
be designated by such Holder.  If this Warrant shall have been
exercised only in part, then, unless this Warrant has expired,
the Grantors shall, at its expense, at the time of delivery of
such certificates, deliver to the Holder a new Warrant
representing the number of shares with respect to which this
Warrant shall not then have been exercised.

     (c)  Fractional Shares.  No fractional shares of Common
Stock are to be issued upon the exercise of this Warrant, and any
fractional shares of Common Stock shall be rounded up to the next
whole number.

     2.   Period of Exercise.

          (a)  Subject to the other provisions of Section 2 hereof,
this Warrant is exercisable at any time or from time to time:

               (i)  with respect to one-third of the aggregate
number of shares of Common Stock which are the subject of this
Warrant (less any shares already exercised), on or after the
first anniversary of the date of this Warrant if, on the first
anniversary of the date of this Warrant, the initial Holder of
this Warrant is serving as Chairman of the Board of Directors of

                       Exhibits:  Page 12
<PAGE>
the Company pursuant to that certain Director
Agreement effective as of August 5, 2002 between the Company
and the initial Holder of this Warrant (the "Director
Agreement");

               (ii) with respect to two-thirds of the aggregate
number of shares of Common Stock which are the subject of
this Warrant (less any shares already exercised), on or
after the second anniversary of the date of this Warrant
if, on the second anniversary of the date of this
Warrant, the initial Holder of this Warrant is serving
as Chairman of the Board of Directors of the Company pursuant
to the Director Agreement ; or

               (iii) in full on or after the third anniversary of
the date of this Warrant if, on the third anniversary of
the date of this Warrant, the initial Holder of this
Warrant is serving as Chairman of the Board of Directors
of the Company pursuant to the Director agreement,
and, in each case, until the termination of this Warrant as set
forth in Section 2(c) below.

          (b)  Accelerated Vesting.  Notwithstanding Section 2(a):

               (i) If the initial Holder of this Warrant
is removed by the Company from his position as Chairman of the
Company without Cause (as defined in the Director Agreement)
after the ninety day anniversary but prior to the first
annual anniversary of the date of the Director Agreement,
this Warrant shall be exercisable at any time or from time
to time with respect to one-third of the aggregate number
of shares of Common Stock which are the subject of this
Warrant until the termination of this Warrant as set
forth in Section 2(c) below.

               (ii) If  Director is removed by the Company from
his position as Chairman of the Company without Cause after
the first annual anniversary of the date hereof but prior to
the second annual anniversary of the Director Agreement,
this Warrant shall be exercisable at any time or from time
to time with respect to one-half of the aggregate number of
shares of Common Stock which are the subject of this Warrant
(less any shares already exercised) until the termination
of this Warrant as set forth in Section 2(c) below.

               (iii)  if there is a change in control of the
Company (as defined in the Directors Agreement), this Warrant
shall be exercisable in full at any time or from time to time
until the termination of this Warrant as set forth in
Section 2(c)(ii) below (a "Change of Control Event").

               (iv) if the initial Holder of this Warrant is removed
from his position as Chairman of the Company for Cause (a
"Termination for Cause Event"), this Warrant shall immediately
terminate, and this Warrant shall not be exercisable.

          (c)  This Warrant shall cease to be exercisable and shall
terminate on the first to occur of:

               (i)  5:00 P.M., Central Standard Time on
December 31, 2011;

               (ii) 5:00 P.M., Central Standard Time on the
30th day following the date the initial Holder of this
Warrant ceases to serve as Chairman of the Company for any

                       Exhibits:  Page 13
<PAGE>
reason (unless (i) termination is due to the death or disability
of the initial Holder of this Warrant, or (ii) termination or
resignation follows a Change of Control Event, and in either
such case, this Warrant shall cease to be exercisable and shall
terminate at such time the options issued to the initial Holder
of this Warrant pursuant to the Director Agreement terminate);

               (iii) the occurrence of a Termination for Cause
Event, provided however, that if the initial Holder of the Warrant
disputes whether a termination for Cause Event occurred pursuant
to the Directors Agreement, the period of exercise and
termination of this Warrant shall be suspended until a
determination is made, and, if it is determined that a
Termination for Cause Event has not occurred, this Warrant shall
cease to be exercisable and terminate at 5:00 p.m. Central
Standard Time on the 30th day following such date of
determination;

               (iv) the date of termination of any of Grantors'
Warrants pursuant to Section 4(e) of Grantors' Warrants (as
defined in Section 3(c) below).

The applicable period of exercise of this Warrant is referred
to as the "Exercise Period".

          (d)  Notwithstanding any implication to the contrary, this
Warrant may not be exercised at any time where the exemption set
forth in Rule 16b-6(b) of the Rules promulgated pursuant to the
Exchange Act would not be applicable to such exercise.

     3.   Certain Agreements of the Company.  The Grantors hereby
covenant and agree as follows:

          (a)  Shares to be Fully Paid.  All Warrant Shares will, upon
transfer in accordance with the terms of this Warrant, be validly
issued, fully paid, and non-assessable and free from all taxes,
liens, claims and encumbrances.

          (b)  [Intentionally Omitted]

          (c)  Certain Actions.  The Grantors will not avoid or
seek to avoid the observance or performance of any of the terms
to be observed or performed by it hereunder, but will at all
times in good faith assist in the carrying out of all the
provisions of this Warrant and in the taking of all such
actions as may reasonably be requested by the Holder of this
Warrant in order to protect the exercise privilege of the
Holder of this Warrant, consistent with the tenor and purpose
of this Warrant.  Notwithstanding the foregoing, Grantors
obligations to provide Holder with Warrant Shares the
subject of this Warrant shall be excused to the extent that,
(a) the Grantors seek to provide such Warrant Shares through
an exercise of any of the warrants received by them pursuant
to the Securities Purchase Agreement ("Grantors' Warrants"),
and (b) the Company refuses to exercise such Warrants.

     4.   Antidilution Provisions.

          (a)  Proportional Adjustments.  During the Exercise Period,
the Exercise Price and the number of Warrant Shares shall be
proportionately adjusted in the same manner and to the same
extent as the Grantors' Warrants (to the extent any of the
Grantors' Warrants are then outstanding) are adjusted pursuant to
Section 4 of the Grantors' Warrants.  Upon the occurrence

                       Exhibits:  Page 14
<PAGE>
of any event which requires any adjustment of the Exercise Price
under the Grantors' Warrants (which Holder and Grantors acknowledge
would thus trigger a like adjustment in this Warrant), then, and
in each such case, the Grantors shall forward such notice thereof
to the Holder.

          (b)  [Intentionally Omitted].

          (c)  Other Notices.  In case at any time:

               (i)  the Company shall declare any dividend upon
the Common Stock payable in shares of stock of any class or make
any other distribution to the holders of the Common Stock;

               (ii) the Company shall offer for subscription pro
rata to the holders of the Common Stock any additional shares of
stock of any class or other rights;

               (iii) there shall be any capital reorganization of
the Company, or reclassification of the Common Stock, or
consolidation or merger of the Company with or into, or sale of
all or substantially all of its assets to, another corporation or
entity; or

               (iv) there shall be a voluntary or involuntary
dissolution, liquidation or winding-up of the Company;

then, in each such case, the Grantors shall forward to the Holder
(x) notice of the date on which the books of the Company shall
close or a record shall be taken for determining the holders of
Common Stock entitled to receive any such dividend, distribution,
or subscription rights or for determining the holders of Common
Stock entitled to vote in respect of any such reorganization,
reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up and (y) in the case of any such
reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding-up, notice of the date (or,
if not then known, a reasonable approximation thereof by the
Company) when the same shall take place.  Such notice shall also
specify the date on which the holders of Common Stock shall be
entitled to receive such dividend, distribution, or subscription
rights or to exchange their Common Stock for stock or other
securities or property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution,
liquidation, or winding-up, as the case may be.  Such notice
shall be forwarded no more than ten (10) days following its
receipt by Grantors.

     5.   Issue Tax.  The issuance of certificates for Warrant Shares
upon the exercise of this Warrant shall be made without charge to
the Holder or such shares for any issuance tax or other costs in
respect thereof, provided that the Grantors shall not be required
to pay any tax which may be payable in respect of any transfer
involved in the issuance and delivery of any certificate in a
name other than the Holder.

     6.   No Rights or Liabilities as a Stockholder.  This Warrant
shall not entitle the Holder to any voting rights or other rights
as a stockholder of the Company.  No provision of this Warrant,
in the absence of affirmative action by the Holder to purchase
Warrant Shares, and no mere enumeration herein of the rights or
privileges of the Holder, shall give rise to any liability of the
Holder for the Exercise Price or as a stockholder of the Company,
whether such liability is asserted by the Company or by creditors
of the Company.

                       Exhibits:  Page 15
<PAGE>
     7.   Transfer, Exchange, Redemption and Replacement of Warrant.

          (a)  Restriction on Transfer.  This Warrant and the
rights granted to the Holder are transferable, in whole or in
part, upon surrender of this Warrant, together with a properly
executed assignment in the Form of Assignment attached hereto
as Exhibit 2, at the office or agency of Grantors referred to
in Section 1(a) above.  Until due presentment for registration
of transfer on the books of the Company, Grantors may treat
the registered holder hereof as the owner and holder hereof
for all purposes, and Grantors shall not be affected by any
notice to the contrary.  Notwithstanding anything to the
contrary contained herein, the registration rights described
in Section 8 hereof are assignable only in  accordance with the
provisions of the Registration Rights Agreement.  Until this
Warrant or the shares represented by this Warrant are registered
under the Securities Act, the Grantors may require, as a condition
of transfer of this Warrant or the shares represented by this
Warrant, that the transferee (who may be the Holder in the case
of an exchange) represent that the securities being transferred
are being acquired for investment purposes and for the
transferee's own account and not with a view to or for sale in
connection with any distribution of the security.  The Grantors
may also require that the transferee provide written information
adequate to establish that the transferee is an "accredited
investor" within the meaning of Regulation D issued under the
Securities Act, or otherwise meets all qualifications necessary
to comply with exemptions to the Securities Act, all as
determined by counsel to the Company and/or Grantors.

          (b)  [Intentionally Omitted]

          (c)  Replacement of Warrant.  Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft,
destruction, or mutilation of this Warrant or, in the case of
any such loss, theft, or destruction, upon delivery, of an
indemnity agreement reasonably satisfactory in form and amount to the
Grantors, or, in the case of any such mutilation, upon surrender and
cancellation of this Warrant, Grantors, at their expense, will
execute and deliver, in lieu thereof, a new Warrant, in the form
hereof, in such denominations as Holder may request.

          (d)  Cancellation; Payment of Expenses.  Upon the
surrender of this Warrant in connection with any transfer,
exchange, or replacement as provided in this Section 7,
this Warrant shall be promptly canceled by Grantors.
Grantors shall pay all issuance taxes (other than securities
transfer taxes) and charges payable in connection with the
preparation, execution, and delivery of Warrants pursuant to
this Section 7.

     8.   Registration.  The initial holder of this Warrant (and
certain assignees thereof) is entitled to the benefit of such
registration rights in respect of the Warrant Shares as are set
forth in the Registration Rights Agreement between the company
and the initial holder of this Warrant as if it were a transferee
of a Grantors' Warrant.  For the avoidance of doubt, Holder
acknowledges that it does not have the right to request a
registration described in the first sentence of Section 1.4(a) of
the Registration Rights Agreement.

                       Exhibits:  Page 16
<PAGE>
     9.  Notices.  Any notice herein  required or permitted to
be given shall be in writing and may be personally served or
delivered by courier or by telecopy (confirmed by sending a
copy by first class mail or courier within one day of
sending by telecopy), and shall be deemed delivered at the
time and date of receipt (which shall include facsimile
transmission).  The addresses for such communications shall be:

               If to either Grantor:

               c/o Wynnchurch Capital Ltd.
               Two Conway Park
               15c Field Drive, Suite 165
               Lake Forest, Illinois 60045
               Attention: John A. Hatherly
               Fax:  (847) 604-6105

               with a copy to:

               Altheimer & Gray
               10 South Wacker Drive
               Suite 4000
               Chicago, Illinois 60606
               Attention: Mark T. Kindelin, Esq. and Barry L.
               Fischer, Esq.
               Fax:  (312) 715-4800

and if to the Holder:

               Robert Stanojev
               4000 Royal Marco Way
               Unit #924
               Marco Island, Florida  34145
               Fax: (239) 389-4394

or at such other address as each such party furnishes by notice
given in accordance with this Section 9.

     10.  Governing Law; Jurisdiction.  This Warrant shall be governed
by and construed in accordance with the laws of the State of
Illinois applicable to contracts made and to be performed in the
State of Illinois.  Holder and Grantors irrevocably consent to
the jurisdiction of the United States federal courts located in
the State of Illinois and the state courts located in the County
of Cook in the State of Illinois in any suit or proceeding based
on or arising under this Warrant and irrevocably agrees that all
claims in respect of such suit or proceeding may be determined in
such courts.  Holder and Grantors irrevocably waive the defense
of an inconvenient forum to the maintenance of such suit or
proceeding.  Holder and Grantors agree that a final nonappealable
judgment in any such suit or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on such judgment
or in any other lawful manner.  Grantors acknowledge that a
breach by them of their obligations hereunder will cause
irreparable harm to the Holder of the Warrant and that the remedy
at law for any such breach or threatened breach, the Holder shall
be entitled, in addition to all other available remedies, to specific

                       Exhibits:  Page 17
<PAGE>
performance or an injunction restraining any breach,
without the necessity of showing economic loss and without any
bond or other security being required.  TO THE EXTENT NOT
PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF
GRANTORS AND HOLDER HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT
ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT
TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM,
DEMAND, ACTION, OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON
THIS WARRANT OR THE SUBJECT MATTER HEREOF OR ANY OBLIGATION
HEREUNDER OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL
TO THE DEALINGS OF THE GRANTORS, HOLDERS OR THE COMPANY OR ANY OF
THEM IN CONNECTION WITH ANY OF THE ABOVE, IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN
CONTRACT OR TORT OR OTHERWISE.  EACH OF GRANTORS AND HOLDER
ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION 10 CONSTITUTE A
MATERIAL INDUCEMENT UPON WHICH EACH OF HOLDER AND GRANTORS HAVE
RELIED, ARE RELYING AND WILL RELY IN ENTERING INTO THIS
AGREEMENT, AND EACH OF THE RELATED AGREEMENTS.  Holder or
Grantors may file an original counterpart or a copy of this
Section 10 with any court as written evidence of the consent of
the parties hereto to the waiver of their respective right to
trial by jury.

     11.  Miscellaneous.

          (a)  Amendments.  This Warrant and any provision hereof may only
be amended by an instrument in writing signed by the Grantors and
the Holder.

          (b)  Descriptive Headings.  The descriptive headings of the
several Sections of this Warrant are inserted for purposes of
reference only, and shall not affect the meaning or construction
of any of the provisions hereof.

          (c)  Cashless Exercise. Notwithstanding anything to
the contrary contained in this Warrant, this Warrant may be
exercised by presentation and surrender of this Warrant to the
Company at its principal executive offices with a written notice
of the Holder's intention to effect  a cashless exercise,
including a calculation of the number of shares of Common Stock
to be issued upon such exercise in accordance with the terms
hereof (a "Cashless Exercise"). In the event of a Cashless
Exercise, in lieu of paying the Exercise Price in cash, the
Holder shall surrender this Warrant for the number of shares
of Common Stock determined by multiplying the number of Warrant
Shares to which it would otherwise be entitled by a fraction,
the numerator of which shall be the difference between the then
current Market Price per share of the Common Stock and the
Exercise Price, and the denominator of which shall be such then
current Market Price per share of Common Stock.  Notwithstanding the
foregoing, if Grantors seek to provide the Warrant Shares to be
provided in a Cashless Exercise through exercise of the Grantors'
Warrants, the number of Warrant Shares to be received by a Holder
with respect to a Cashless Exercise shall not exceed the number
of shares granted to Grantors on account of a cashless exercise of
the Grantors' Warrants with respect to the same number of
shares as the Warrant Shares the subject of the Cashless Exercise.

                       Exhibits:  Page 18
<PAGE>
          (d)  Assignability.  This Warrant shall be binding
upon the Grantors and its successors and assigns and shall
inure to the benefit of Holder and its successors and
assigns. The Holder shall notify the Grantors upon the
assignment of this Warrant.

                              * * *









                       Exhibits:  Page 19
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Warrant to
be signed by its duly authorized officer.

                              WYNNCHURCH CAPITAL PARTNERS, L.P.

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

                                   By:  Wynnchurch Management Inc.,
                                        its general partner


                                   By:/s/ John Hatherly
                                      -----------------
                                   Name:  John Hatherly
                                   Title: President


                              WYNNCHURCH CAPITAL PARTNERS CANADA,
                              L.P.

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

                                   By:  Wynnchurch GP Canada, its
                                        general partner


                                   By:/s/ John Hatherly
                                      -----------------
                                   Name:  John Hatherly
                                   Title: President

































                       Exhibits:  Page 20

<PAGE>
                    FORM OF EXERCISE AGREEMENT

  (To be Executed by the Holder in order to Exercise the Warrant)

     The undersigned hereby irrevocably exercises the right to
purchase ------------- of the shares of common stock of
Alternative Resources Corporation, a Delaware corporation (the
"Company"), evidenced by the attached Warrant, and [herewith
makes payment of the Exercise Price with respect to such shares
in full] [elects to effect a Cashless Exercise pursuant to the
terms of the Warrant], all in accordance with the conditions and
provisions of said Warrant.

     (i)  The undersigned agrees not to offer, sell, transfer or
otherwise dispose of any Common Stock obtained on exercise of the
Warrant, except under circumstances that will not result in a
violation of the Securities Act of 1933, as amended, or any state
securities laws.

     (ii) The undersigned requests that stock certificates for
such shares be issued, and a Warrant representing any unexercised
portion hereof be issued, pursuant to the Warrant in the name of
the Holder (or such other person or persons indicated below) and
delivered to the undersigned (or designee(s) at the address (or
addresses) set forth below:


Date:----------------------      --------------------------------
                                 Signature of Holder


                                 --------------------------------
                                 Name of Holder (Print)

                                 Address:
                                 --------------------------------
                                 --------------------------------



















                       Exhibits:  Page 21

<PAGE>


                         FORM OF ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns,
and transfers all rights of the undersigned under the within
Warrant, with respect to the number of shares of Common Stock
covered thereby set forth hereinbelow, to:

Name of Assignee            Address         No. of Shares
----------------            -------         -------------

,and hereby irrevocably constitutes and appoints -----------------
as agent and attorney-in-fact to transfer said Warrant on the books
of the within-named corporation, with full power of substitution
in the premises.

Date: --------------, ----,

In the presence of

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


                          Name:---------------------------------


                          Signature:----------------------------
                                    Title of Signing Officer
                                    or Agent (if any):


                                    ----------------------------
                                    Address:  ------------------
                                              ------------------
                                    Note:   The above signature
                                            should correspond
                                            exactly with the name
                                            on the face of the
                                            within Warrant.




















                       Exhibits:  Page 22

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>arcex-n.txt
<DESCRIPTION>EXHIBIT N
<TEXT>
                            EXHIBIT N
                            ---------

                 WYNNCHURCH CAPITAL PARTNERS, LP
            WYNNCHURCH CAPITAL PARTNERS CANADA, L.P.



August 4, 2002


Alternative Resources Corporation
600 Hart Road
Suite 300
Barrington, IL  60010

Re:  Board Composition of Alternative Resources Corporation (the
     "Company").

Gentlemen:

     Section 7.5 (g) (iii) of The Securities Purchase Agreement
dated January 31, 2002 among us ("SPA") provides in part that:

     "So long as either (x) $2,500,000 in aggregate principal
amount of Notes are held by Purchasers or (y) Warrants or Warrant
Shares representing at least twenty percent (20%) of the
outstanding shares of Common Stock (assuming exercise of the
Warrants in full) are held by Purchasers, the Company shall (i)
cause the number of members of the Board to equal the sum of (5)
plus the number of Wynnchurch Directors and (ii) use its best
efforts to ensure that the Wynnchurch Directors continue to serve
as members of the Board."

     In connection with the expansion of the size of the Board of
Directors to ten (10) members to accommodate the election of
Robert Stanojev as Chairman of the Board, it is agreed that
effective with Mr. Stanojev's election, the number of members of
the Board shall equal the sum of six (6) plus the number of
Wynnchurch Directors until the earlier of (i) the resignation of
a director other than a Wynnchurch Director or (ii) the 2003
annual meeting of the Company stockholders, whereupon the
original provision of Section 7.5 (g) (iii) shall again take
effect.

     Capitalized terms used but not defined herein shall have the
meanings given to them in the SPA.

      [SIGNATURES ON FOLLOWING PAGE]






                           Exhibits:  Page 23


<PAGE>

     SIGNATURE PAGE TO WAIVER OF PROVISION REGARDING NUMBER OF
BOARD SEATS



                              WYNNCHURCH CAPITAL PARTNERS, L.P.

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

                                   By:  Wynnchurch Management Inc.,
                                        its general partner


                                   By:/s/ John Hatherly
                                      -----------------
                                   Name:  John Hatherly
                                   Title: President

                              WYNNCHURCH CAPITAL PARTNERS CANADA,
                              L.P.

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

                                   By:  Wynnchurch GP Canada, its
                                        general partner


                                   By:/s/ John Hatherly
                                      -----------------
                                   Name:  John Hatherly
                                   Title: President

                              ALTERNATIVE RESOURCES CORPORATION


                              By:/s/ George Watts
                              -------------------
                              Name:  George Watts
                              Title: President and
                                     Chief Executive Officer

























                                 Exhibits:  Page 24


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>7
<FILENAME>arcex-o.txt
<DESCRIPTION>EXHIBIT O
<TEXT>
                            EXHIBIT O
                        JOINDER AGREEMENT
                        -----------------

     THIS JOINDER AGREEMENT ("Agreement") is made as of August 5,
2002, between WYNNCHURCH CAPITAL PARTNERS, L.P., a Delaware
limited partnership ("Wynnchurch U.S."), Wynnchurch Capital
Partners Canada, L.P., an Alberta, Canada limited partnership
("Wynnchurch Canada", and Wynnchurch U.S. and Wynnchurch Canada
collectively, "Wynnchurch"), Robert Stanojev ("Stanojev"), and
ALTERNATIVE RESOURCES CORPORATION, a Delaware corporation
("Company").

     A.   Wynnchurch are parties with the Company to a
Registration Rights Agreement dated January 31, 2002
("Registration Rights Agreement") relating, among other things,
to the registration under the Securities Act of 1933 of shares of
common stock par value $0.01 per share of the Company ("Company
Shares") which may be issued pursuant to exercise of the warrants
issued to Wynnchurch on January 31, 2002.

     B.   Stanojev is acquiring from Wynnchurch a Warrant
permitting Stanojev to purchase up to 500,000 Company Shares
("Stanojev Warrant").

     C.   The parties desire to confirm Stanojev's rights under
the Registration Rights Agreement with respect to Company Shares
that he may acquire from Wynnchurch upon exercise of the
Stanojev Warrant.

     In consideration of Stanojev's services to be provided as
Chairman of the Board of Directors of the Company, the parties
agree as follows:

     1.   Status of Shares.  The parties agree that any Company
Shares acquired by Stanojev pursuant to exercise of the Stanojev
Warrant shall have the status of Registrable Securities under the
Registration Rights Agreement, except that Stanojev does not have
the right to request a registration described in the first
sentence of Section 1.4(a) of the Registration Rights Agreement.

     2.   Certain Provisions Regarding Major Transactions. In the
event that a Major Transaction (as defined in the Stanojev
Warrant) occurs and shares issued to Stanojev in replacement for
Company Shares acquired by him by exercise of the Stanojev
Warrant are not able to be sold immediately and in full by
Stanojev without registration of such shares under the Securities
Act, the Company shall cause the issuer of any security in such
transaction which constitutes Registrable Securities under the
Registration Rights Agreement to assume all of the Company's
obligations under the Registration Rights Agreement.

     3.   Applicable Law.  This Agreement shall be governed and
controlled as to validity, enforcement, interpretation,
construction, effect and in all other respects by the internal
laws of the State of Illinois applicable to contracts made in
that State.

     4.   Binding Effect; Benefit.  This Agreement shall
inure to the benefit of and be binding upon the parties
hereto, and their heirs, representatives, successors
and permitted assigns.  Nothing in this Agreement,
express or implied, is intended to confer on any person

                          Exhibits:  Page 25
<PAGE>
other than the parties hereto, and their respective heirs,
representatives, successors and permitted assigns any rights,
remedies, obligations or liabilities under or by reason of
this Agreement.

     5.   Assignability.  This Agreement shall not be assignable
by Stanojev.

     6.    Amendments.  This Agreement shall not be modified or
amended except pursuant to an instrument in writing executed and
delivered on behalf of each of the parties hereto.

     7.   Headings.  The headings contained in this Agreement are
for convenience of reference only and shall not affect the
meaning or interpretation of this Agreement.

     [SIGNATURE PAGE FOLLOWS]






                          Exhibits:  Page 26
<PAGE>


     IN WITNESS WHEREOF, the parties have executed this Joinder
Agreement on the date first above written.

                              WYNNCHURCH CAPITAL PARTNERS, L.P.

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

                                   By:  Wynnchurch Management Inc.,
                                        its general partner

                                   By:/s/ John Hatherly
                                      -----------------
                                   Name:  John Hatherly
                                   Title: President


                              WYNNCHURCH CAPITAL PARTNERS CANADA,
                              L.P.

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

                                   By:  Wynnchurch GP Canada, its
                                        general partner

                                   By:/s/ John Hatherly
                                      -----------------
                                   Name:  John Hatherly
                                   Title: President


                              STANOJEV:


                              /s/ Robert Stanojev
                              -------------------
                              Name: Robert Stanojev


                              COMPANY

                              ALTERNATIVE RESOURCES CORPORATION


                              By:/s/ George Watts
                              -------------------
                              Name:  George Watts
                              Title: President and
                                     Chief Executive Officer


                        Exhibits:  Page 27

</TEXT>
</DOCUMENT>
</SUBMISSION>
