<SUBMISSION>
<ACCESSION-NUMBER>0000919916-02-000047
<TYPE>SC 13D/A
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20021118
<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>02830590
</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>arc859463-am3.txt
<DESCRIPTION>AMENDMENT NO. 3
<TEXT>
                                                       OMB APPROVAL
                                                       ------------
                           UNITED STATES               OMB Number:
                SECURITIES AND EXCHANGE COMMISSION      3235-0145
                      Washington, D.C. 20549             Expires:
                                                    November 30, 2002
                                                        Estimated
                                                      average burden
                                                         hours per
                                                       response: 11

                          SCHEDULE 13D

            UNDER THE SECURITIES EXCHANGE ACT OF 1934
                       (AMENDMENT NO. 3)*

                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)

                         November 14, 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 sections
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. / /


*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 21 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 August 5, 2002, as disclosed on Issuer's 10Q filed
with the SEC on August 14, 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 21 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 August 5, 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 21 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 August 5, 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 21 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 August 5, 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 21 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 August 5, 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 21 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 August 5, 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. 3 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, as amended by Amendment No. 1 to Schedule 13D filed
with the SEC on August 7, 2002, and Amendment No. 2 to Schedule
13D filed with the SEC on August 12, 2002.

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

Item 4 is hereby amended by inserting the following new paragraph
after the eleventh paragraph of Item 4:

     On November 14, 2002, Wynnchurch US, Wynnchurch Canada and the
Issuer entered into a Third Amendment and Waiver to Securities
Purchase Agreement ("Third Amendment"), attached as an exhibit
hereto and incorporated herein by reference, pursuant to which
the parties agreed to amend the Purchase Agreement as set forth
therein.  In connection with the Third Amendment, on November 14,
2002, Wynnchurch US and Wynnchurch Canada delivered to Fleet
Capital Corporation an Acknowledgement Letter ("Second
Acknowledgement Letter"), attached as an exhibit hereto and
incorporated herein by reference.

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.

     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

<PAGE>
                   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 (incorporated by reference to
                   Exhibit L of the Amendment No. 1 to Schedule 13D
                   filed on August 7, 2002).

     Exhibit M     Warrant to purchase 500,000 Shares issued to Robert
                   Stanojev by Wynnchurch US and Wynnchurch Canada
                   (incorporated by reference to Exhibit M of
                   the Amendment No. 1 to Schedule 13D filed on
                   August 7, 2002).

     Exhibit N     Letter Agreement regarding Issuer's Board
                   Composition among Wynnchurch US, Wynnchurch Canada
                   and Issuer dated August 4, 2002 (incorporated by
                   reference to Exhibit N of the Amendment No. 1
                   to Schedule 13D filed on August 7, 2002).

     Exhibit O     Joinder Agreement regarding Registration Rights
                   Agreement among Wynnchurch US, Wynnchurch Canada,
                   Robert Stanojev and Issuer dated August 5, 2002
                   (incorporated by reference to Exhibit O of
                   the Amendment No. 1 to Schedule 13D filed on
                   August 7, 2002).

     Exhibit P     First Amendment to Securities Purchase Agreement
                   and Waiver among Wynnchurch US, Wynnchurch Canada
                   and Issuer dated August 8, 2002 (incorporated by
                   reference to Exhibit P of the Amendment No. 2 to
                   Schedule 13D filed on August 12, 2002).

     Exhibit Q     Acknowledgement Letter to Fleet Capital Corporation
                   from Wynnchurch US and Wynnchurch Canada dated
                   August 8, 2002 (incorporated by reference to
                   Exhibit Q of the Amendment No. 2 to Schedule
                   13D filed on August 12, 2002).

     Exhibit R     Third Amendment to Securities Purchase Agreement
                   and Waiver among Wynnchurch US, Wynnchurch Canada
                   and Issuer dated November 14, 2002.

     Exhibit S     Acknowledgement Letter to Fleet Capital Corporation
                   from Wynnchurch US and Wynnchurch Canada dated
                   November 14, 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:     November 14, 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 (incorporated by reference to Exhibit L of the
               Amendment No. 1 to Schedule 13D filed on August 7,
               2002).

<PAGE>
Exhibit M      Warrant to purchase 500,000 Shares issued to Robert
               Stanojev by Wynnchurch US and Wynnchurch Canada
               (incorporated by reference to Exhibit M of the
               Amendment No. 1 to Schedule 13D filed on August
               7, 2002).

Exhibit N      Letter Agreement regarding Issuer's Board Composition
               among Wynnchurch US, Wynnchurch Canada and Issuer dated
               August 4, 2002 (incorporated by reference to Exhibit N
               of the Amendment No. 1 to Schedule 13D filed on
               August 7, 2002).

Exhibit O      Joinder Agreement regarding Registration Rights
               Agreement among Wynnchurch US, Wynnchurch Canada,
               Robert Stanojev and Issuer dated August 5, 2002
               (incorporated by reference to Exhibit O of the
               Amendment No. 1 to Schedule 13D filed on August
               7, 2002).

Exhibit P     First Amendment to Securities Purchase Agreement
              and Waiver among Wynnchurch US, Wynnchurch Canada
              and Issuer dated August 8, 2002 (incorporated by
              reference to Exhibit P of the Amendment No. 2 to
              Schedule 13D filed on August 12, 2002).

Exhibit Q     Acknowledgement Letter to Fleet Capital Corporation
              from Wynnchurch US and Wynnchurch Canada dated
              August 8, 2002 (incorporated by reference to Exhibit
              Q of the Amendment No. 2 to Schedule 13D filed on
              August 12, 2002).

Exhibit R     Third Amendment to Securities Purchase Agreement
              and Waiver among Wynnchurch US, Wynnchurch Canada
              and Issuer dated November 14, 2002.                 2

Exhibit S     Acknowledgement Letter to Fleet Capital Corporation
              from Wynnchurch US and Wynnchurch Canada dated
              November 14, 2002.                                  7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>3
<FILENAME>arc859ex-1toam3.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:   November 14, 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

                              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>arc882ex-rtoam3.txt
<DESCRIPTION>EXHIBIT R
<TEXT>
                           Exhibit R

THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND WAIVER

     This THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND
WAIVER dated as of November 14, 2002 (this "Amendment"), among
Alternative Resources Corporation, a Delaware corporation  (the
"Company"), with headquarters located at 600 Hart Road, Suite
300, Barrington, Illinois 60010,  Wynnchurch Capital Partners,
L.P., a Delaware limited partnership and Wynnchurch Capital
Partners Canada, L.P., an Alberta, Canada limited partnership
(each a "Purchaser," and collectively, the "Purchasers"), amends
the Securities Purchase Agreement dated as of January 31, 2002,
as amended by the First Amendment to Securities Purchase
Agreement and Waiver dated August 8, 2002 and the Second
Amendment to Securities Purchase Agreement dated August 30, 2002
(the "Securities Purchase Agreement"), between the Company and
the Purchasers.

     WHEREAS, the Company failed to have the minimum Tangible
Capital Base required by Section 7.5(h)(i) of the Securities
Purchase Agreement for the fiscal quarter ended September 30,
2002 and such failure constitutes an Event of Default under
Section 5.2 of the Notes (the "September 30, 2002 Event of
Default");

     WHEREAS, the Company and Fleet Capital Corporation, as
Lender pursuant to that certain Credit and Security Agreement
dated as of January 31, 2002, as amended (the "Credit Agreement")
have requested that the Purchasers waive the September 30, 2002
Event of Default and any other existing defaults by the Company
as provided herein, and amend certain provisions of the
Securities Purchase Agreement; and

     WHEREAS, the Purchasers have agreed to waive the September
30, 2002 Event of Default and any other existing defaults under
the Securities Purchase Agreement and to amend certain provisions
of the Securities Purchase Agreement, all subject to the terms,
conditions and limitations set forth herein;

     NOW, THEREFORE, in consideration of the foregoing and the
agreements contained herein, the parties hereby agree as follows:

1.   Capitalized Terms.
     -----------------

     Capitalized terms used herein which are defined in the
Securities Purchase Agreement have the same meanings herein as
therein, except to the extent that such meanings are amended
hereby.  The Securities Purchase Agreement, together with the
Notes, the Warrants, the Subordination Agreement and any other
related documents are referred to herein as the "Subordinated
Debt Documents."

2.   Waiver of September 30, 2002 Event of Default.
     ---------------------------------------------

     Subject to the satisfaction of the terms and conditions set
forth in Section 5 hereof, the Purchasers hereby waive the
September 30, 2002 Event of Default and any other existing
defaults by the Company pursuant to the Securities Purchase
Agreement and the other Subordinated Debt Documents.  The parties
agree that nothing herein shall be construed as a waiver of any
future Event of Default (including without limitation, any Event
of Default caused by reason of the failure of the Company to
comply with Section 7.5(h) of the Securities Purchase Agreement,
as amended hereby, on any other occasion or for any other
period).

<PAGE>

3.   Amendments.
     ----------

     Subject to the satisfaction of the terms and conditions set
forth in Section 5 hereof, the Company and the Purchasers agree
that the Securities Purchase Agreement is hereby amended,
effective as of the date hereof, as follows:

     (a)  Amendments to Section 7.2 of the Securities Purchase
Agreement.  Section 7.2 of the Securities Purchase Agreement is
hereby amended as follows:

          (i)  The definition of the term "Fixed Charges" set
forth in Section 7.2(j1) of the Securities Purchase Agreement is
hereby amended and restated in its entirety to read as follows

          "(j1) 'Fixed Charges' means, for any period, the
          sum for the Company and all subsidiaries
          (determined on a consolidated basis without
          duplication in accordance with GAAP), of (a) the
          aggregate amount of Interest Expense for such
          period (excluding, for the purpose of computing
          Fixed Charges, that certain amendment fee
          required to be paid by the Company and its
          subsidiaries to the Lender in connection with
          that certain First Amendment to Credit Agreement
          and Waiver dated as of August 8, 2002 among the
          Company and its subsidiaries and the Lender and
          that certain amendment fee required to be paid by
          the Company and its subsidiaries to the Lender in
          connection with that certain Third Amendment to
          Credit Agreement and Waiver dated as of November
          14, 2002 among the Company and its subsidiaries
          and the Lender), plus (b) the aggregate amount of
          regularly scheduled payments of principal in
          respect of Indebtedness for borrowed money
          (including the principal component of any
          payments in respect of Capital Lease Obligations)
          paid or required to be paid during such period,
          plus (c) the aggregate amount of cash
          disbursements made by the Company after June 30,
          2002, pursuant to that certain severance
          agreement between the Company and its former
          Chief Executive Officer, plus (d) the aggregate
          amount of cash disbursements made by the Company
          and all subsidiaries to reduce the accrued
          restructuring liability created as of September
          30, 2002 in connection with the relocation of the
          Company's and its subsidiaries' Client Services
          Management."

          (ii) The definition of "Tangible Net Worth" set forth
in Section 7.2(z) of the Securities Purchase Agreement is hereby
amended and restated in its entirety to read as follows:

          "(z)  'Tangible Net Worth' means, at any time, an
          amount (determined on a consolidated basis without
          duplication in accordance with GAAP) equal to (a)
          the book net worth of the Company and all
          subsidiaries on a consolidated basis, minus (b)
          the total book value of all assets of the Company
          and all subsidiaries on a consolidated basis which
          would be treated as intangible assets under GAAP,
          including without limitation, such items as
          goodwill, customer lists, Patents (as defined in
          the Credit Agreement), Copyrights (as defined in
          the Credit Agreement) and Trademarks (as defined
          in the Credit Agreement) and rights (including
          rights under licenses) with respect to the
          foregoing, minus (c) the aggregate amount of
          liabilities which are or would be accounted for as
          "Loan Origination Fees" on the Company's balance
          sheet based on the application of GAAP used in
          connection with the preparation of the Company's
          balance sheet dated September 30, 2002
          (notwithstanding any term contained in this
          Agreement to the contrary)."
<PAGE>

     (b)  Amendment to Section 7.5(h)(i) of the Securities
Purchase Agreement.  Section 7.5(h)(i) of the Securities Purchase
Agreement is hereby amended and restated in its entirety to read
as follows:

          "(i) Tangible Capital Base.  The Company shall not
          (x) as of September 30, 2002, have a consolidated
          Tangible Capital Base of less than $2,612,500 or
          (y) as of the end of any fiscal quarter commencing
          with the fiscal quarter ending December 31, 2002,
          have a consolidated Tangible Capital Base of less
          than the sum of (A) $2,612,500 plus (B) on a
          cumulative basis, 45% of positive consolidated net
          income (without reduction for losses) for each
          fiscal quarter ending after September 30, 2002."

4.   No Default; Representations and Warranties, etc.
     -----------------------------------------------

     The Company hereby represents, warrants and confirms that:
(a) the representations and warranties of the Company contained
in Article 3 of the Securities Purchase Agreement are true and
correct on and as of the date hereof as if made on such date
(except to the extent that such representations and warranties
expressly relate to an earlier date); (b) after giving effect to
this Amendment, the Company is in compliance with all of the
terms and provisions set forth in the Securities Purchase
Agreement and the other Subordinated Debt Documents; (c) after
giving effect to this Amendment, no Event of Default (as defined
in the Notes) has occurred and is continuing; and (d) the
execution, delivery and performance by the Company of this
Amendment (i) have been duly authorized by all necessary action
on the part of the Company, (ii) will not violate any applicable
law or regulation or the organizational documents of the Company
or any of its subsidiaries, (iii) will not violate or result in a
default under any indenture, agreement or other instrument
binding on the Company or any of its assets, including without
limitation, the Credit Agreement or any other Loan Document (as
defined in the Credit Agreement), and (iv) do not require any
consent, waiver or approval of or by any person (other than the
Purchasers) which has not been obtained.

5.   Conditions to Effectiveness.
     ---------------------------

     The effectiveness of this Amendment shall be subject to the
satisfaction of the following conditions precedent:

     (a)  The Purchasers shall have received counterparts of this
Amendment duly executed by the Company;

     (b)  The Purchasers shall have received a Certificate of the
Secretary of the Company, certifying that this Amendment has been
duly authorized by the Board of Directors of the Company;

     (c)  The Company shall have delivered to the Purchasers evidence
that Lender has executed and delivered to the Company a written
amendment and waiver with respect to the Loan Documents (as
defined in the Credit Agreement), in form and substance
reasonably acceptable to the Purchasers; and

     (d)  The Company shall have reimbursed the Purchasers for all
reasonable costs and expenses, including reasonable legal fees
and disbursements, incurred by the Purchasers in connection with
this Amendment and the transactions contemplated hereby.

6.   Miscellaneous.
     -------------
<PAGE>

     (a)  Except as specifically amended hereby, all of the terms and
provisions of the Securities Purchase Agreement, the other
Subordinated Debt Documents and all related documents, shall
remain in full force and effect.

     (b)  This Amendment may be executed in any number of
counterparts, each of which, when executed and delivered, shall
be an original, but all counterparts shall together constitute
one instrument.  Delivery of an executed signature page hereto by
facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof.

     (c)  This Amendment shall be governed by the laws of the State of
Illinois and shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.

[Remainder of Page Left Intentionally Blank]

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed by their respective authorized officers as of
the day and year first above written.

COMPANY:

ALTERNATIVE RESOURCES CORPORATION


By:/s/ Steven Purcell
   ------------------
   Name:  Steven Purcell
   Title: Chief Financial Officer


PURCHASERS:


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
   Title: 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
   Title: President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>arc882ex-stoam3.txt
<DESCRIPTION>EXHIBIT S
<TEXT>
                            Exhibit S
                WYNNCHURCH CAPITAL PARTNERS, L.P.
            WYNNCHURCH CAPITAL PARTNERS CANADA, L.P.
                         Two Conway Park
                   150 Field Drive, Suite 165
                  Lake Forest, Illinois  60045
                                                November 14, 2002
Fleet Capital Corporation
One Federal Street
Mail Stop MA DE 10307X
Boston, Massachusetts  02106
Attn: Christopher Godfrey

Ladies and Gentlemen:

Reference is made to (i) the Credit and Security Agreement dated
as of January 31, 2002 (as heretofore amended, supplemented or
otherwise modified, the "Credit Agreement") among Alternative
Resources Corporation, ARC Service, Inc., ARC Solutions, Inc.,
ARC Midholding, Inc., Writers Inc., as co-borrowers (the
"Borrowers") and Fleet Capital Corporation, as lender (the
"Lender"), (ii) the Subordination and Intercreditor Agreement
dated as of January 31, 2002 (as heretofore amended, supplemented
or otherwise modified, the "Subordination and Intercreditor
Agreement") among Wynnchurch Capital Partners, L.P., Wynnchurch
Capital Partners Canada, L.P. (collectively, "Wynnchurch"), the
Borrowers and the Lender, and (iii) the Third Amendment to Credit
Agreement and Waiver dated as of November 14, 2002 among the
Borrowers and the Lender (the "Third Amendment").  Unless
otherwise defined herein, capitalized terms used herein as
defined terms have the meanings ascribed thereto in the Credit
Agreement.

Wynnchurch acknowledges that (i) an Event of Default has occurred
and is continuing under the Credit Agreement as a result of the
Borrower's failure to have the minimum Tangible Capital Base
required by Section 8.10(a) of the Credit Agreement for the
fiscal quarter ended September 30, 2002 (the "September 30, 2002
Event of Default"), and (ii) pursuant to the Third Amendment, the
Lender has agreed to waive the September 30, 2002 Event of
Default and to amend certain provisions of the Credit Agreement
as more fully set forth in the Third Amendment.  Wynnchurch
further acknowledges that the execution and delivery by
Wynnchurch of (x) a written waiver with respect to the existing
defaults of the Borrowers under the Subordinated Debt Documents
and the amendment of the financial covenants set forth in the
Subordinated Debt Documents, and (y) this acknowledgement letter,
are conditions precedent to the effectiveness of the Third
Amendment.

Accordingly, to induce the Lender to enter into the Third
Amendment and to enable the Borrowers to satisfy the conditions
precedent to the effectiveness of the Third Amendment, Wynnchurch
hereby (i) confirms that Wynnchurch has executed and delivered to
the Borrowers a written amendment and waiver with respect to the
existing defaults under and financial covenant provisions
contained in the Subordinated Debt Documents, (ii) executes and
delivers to the Lender this acknowledgement letter, and (iii)
further covenants and agrees that notwithstanding anything to
contrary contained in the Wynnchurch Subordinated Notes, any
other Subordinated Debt Document, the Credit Agreement, the
Subordination and Intercreditor Agreement or any other Loan
Document, the Borrowers shall not be required to pay to
Wynnchurch, and Wynnchurch shall not accept from the Borrowers,
any cash payments of interest owed with respect to the Wynnchurch
Subordinated Notes for any period from and after June 1, 2002
unless and until such time as the Lender receives from the
Borrowers a Compliance Certificate for the fiscal quarter of the
Borrowers ending December 31, 2002 or any subsequent quarterly
period, demonstrating that immediately prior to and after giving
effect to each contemplated cash payment of interest in respect
of the Wynnchurch Subordinated Notes, no Event of Default shall
have occurred and be continuing under

<PAGE>
the Credit Agreement and the Borrowers shall be in full compliance
with the financial covenants set forth in the Credit Agreement,
as amended by the Third Amendment.

                              Very truly yours,

                              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
                              Title: 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
                              Title: President


ACKNOWLEDGED AND AGREED:

ALTERNATIVE RESOURCES CORPORATION,
individually and on behalf of the
other Borrowers


By:/s/ Steven Purcell
   ------------------
Name:  Steven Purcel
Title: Chief Financial Officer

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