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<SEC-DOCUMENT>0000919916-02-000015.txt : 20020414
<SEC-HEADER>0000919916-02-000015.hdr.sgml : 20020414
ACCESSION NUMBER:		0000919916-02-000015
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		11
FILED AS OF DATE:		20020208

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALTERNATIVE RESOURCES CORP
		CENTRAL INDEX KEY:			0000920521
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-HELP SUPPLY SERVICES [7363]
		IRS NUMBER:				382791069
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-43491
		FILM NUMBER:		02532059

	BUSINESS ADDRESS:	
		STREET 1:		100 TRI STATE INTERNATIONAL
		STREET 2:		STE 300
		CITY:			LINCOLNSHIRE
		STATE:			IL
		ZIP:			60069
		BUSINESS PHONE:		8473171000

	MAIL ADDRESS:	
		STREET 1:		75 TRI STATE INTERNATIONAL
		STREET 2:		STE 100
		CITY:			LINCOLNSHIRE
		STATE:			IL
		ZIP:			60069

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WYNNCHURCH CAPITAL PARTNERS LP
		CENTRAL INDEX KEY:			0001104678
		IRS NUMBER:				364323597
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		150 FIELD DR
		STREET 2:		STE 165
		CITY:			LAKE FOREST
		STATE:			IL
		ZIP:			60045
		BUSINESS PHONE:		8476046100

	MAIL ADDRESS:	
		STREET 1:		150 FIELD DR
		STREET 2:		STE 165
		CITY:			LAKE FORSET
		STATE:			IL
		ZIP:			60045
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>arc804019v5.txt
<DESCRIPTION>ALTERNATIVE RESOURCES CORPORATION
<TEXT>
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                          SCHEDULE 13D
                         (Rule 13d-101)

     INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
    TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                          RULE 13d-2(a)

                        (Amendment No. )*

                Alternative Resources Corporation
                        (Name of Issuer)

                  Common Stock, $0.01 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) 715-4053
                     -----------------------
          (Name, Address and Telephone Number of Person
        Authorized to Receive Notices and Communications)

                        January 31, 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 Rule 13d-
1(e), 13d-1(f) or 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, as amended ("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 164
- ----------------------------------------------------------------
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           7.   SOLE VOTING POWER:
SHARES                   7,380,312<F2>
- ----------------------------------------------------------------
BENEFICIALLY        8.   SHARED VOTING POWER:
OWNED BY                 -0-
- ----------------------------------------------------------------
EACH                9.   SOLE DISPOSITIVE POWER:
REPORTING                7,380,312<F2>
- ----------------------------------------------------------------
PERSON              10.  SHARED DISPOSITIVE POWER:
WITH                     -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):

     46.3%<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 32,409,904 shares of common stock outstanding, computed
by adding the 17,409,904 shares of common stock outstanding as of
November 5, 2001, as disclosed on Issuer's 10Q filed with the SEC
on November 14, 2001, 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 164
- ----------------------------------------------------------------
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           7.   SOLE VOTING POWER:
SHARES                   7,380,312<F1>
- ----------------------------------------------------------------
BENEFICIALLY        8.   SHARED VOTING POWER:
OWNED BY                 -0-
- ----------------------------------------------------------------
EACH                9.   SOLE DISPOSITIVE POWER:
REPORTING                7,380,312<F1>
- ----------------------------------------------------------------
PERSON              10.  SHARED DISPOSITIVE POWER:
WITH                     -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):

     46.3%<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 32,409,904 shares of common stock outstanding, computed
by adding the 17,409,904 shares of common stock outstanding as of
November 5, 2001, 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 164
- ----------------------------------------------------------------
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           7.   SOLE VOTING POWER:
SHARES                   7,380,312<F1>
- ----------------------------------------------------------------
BENEFICIALLY        8.   SHARED VOTING POWER:
OWNED BY                 -0-
- ----------------------------------------------------------------
EACH                9.   SOLE DISPOSITIVE POWER:
REPORTING                7,380,312<F1>
- ----------------------------------------------------------------
PERSON              10.  SHARED DISPOSITIVE POWER:
WITH                     -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):

     46.3%<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 32,409,904 shares of common stock outstanding, computed
by adding the 17,409,904 shares of common stock outstanding as of
November 5, 2001, 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 164
- ----------------------------------------------------------------
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           7.   SOLE VOTING POWER:
SHARES                   7,619,688<F2>
- ----------------------------------------------------------------
BENEFICIALLY        8.   SHARED VOTING POWER:
OWNED BY                 -0-
- ----------------------------------------------------------------
EACH                9.   SOLE DISPOSITIVE POWER:
REPORTING                7,619,688<F2>
- ----------------------------------------------------------------
PERSON              10.  SHARED DISPOSITIVE POWER:
WITH                     -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):

     46.3%<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 32,409,904 shares of common stock outstanding, computed
by adding the 17,409,904 shares of common stock outstanding as of
November 5, 2001, 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 164
- ----------------------------------------------------------------
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           7.   SOLE VOTING POWER:
SHARES                   7,619,688<F1>
- ----------------------------------------------------------------
BENEFICIALLY        8.   SHARED VOTING POWER:
OWNED BY                 -0-
- ----------------------------------------------------------------
EACH                9.   SOLE DISPOSITIVE POWER:
REPORTING                7,619,688<F1>
- ----------------------------------------------------------------
PERSON              10.  SHARED DISPOSITIVE POWER:
WITH                     -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):

     46.3%<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 32,409,904 shares of common stock outstanding, computed
by adding the 17,409,904 shares of common stock outstanding as of
November 5, 2001, 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 164
- ----------------------------------------------------------------
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           7.   SOLE VOTING POWER:
SHARES                   7,619,688<F1>
- ----------------------------------------------------------------
BENEFICIALLY        8.   SHARED VOTING POWER:
OWNED BY                 -0-
- ----------------------------------------------------------------
EACH                9.   SOLE DISPOSITIVE POWER:
REPORTING                7,619,688<F1>
- ----------------------------------------------------------------
PERSON              10.  SHARED DISPOSITIVE POWER:
WITH                     -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):

     46.3%<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 32,409,904 shares of common stock outstanding, computed
by adding the 17,409,904 shares of common stock outstanding as of
November 5, 2001, 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>
Item 1.   Security and Issuer.
          -------------------

     This Schedule 13D relates to the shares of common stock,
$0.01 par value (the "Shares") of Alternative Resources
Corporation, a Delaware corporation ("Issuer").

     The principal executive offices of Issuer are located at 600
Hart Road, Suite 300, Barrington, Illinois 60010.

Item 2.   Identity and Background.
          -----------------------

     Pursuant to Rule 13d-1(k)(1) of Regulation 13D-G under the
Securities Exchange Act of 1934, as amended (the "Act"), the
undersigned hereby files this on behalf of Wynnchurch Capital
Partners, L.P., a Delaware limited partnership ("Wynnchurch US"),
Wynnchurch Capital, L.P., a Delaware limited partnership  ("US
GP"), Wynnchurch Management, Inc., a Delaware corporation ("US
Management"), Wynnchurch Capital Partners Canada, L.P., an
Alberta, Canada limited partnership ("Wynnchurch Canada"),
Wynnchurch Partners Canada, L.P., an Alberta, Canada limited
partnership ("Canada GP"), and Wynnchurch GP Canada, Inc., a
Delaware corporation ("Canada Management"). Wynnchurch US, US GP,
US Management, Wynnchurch Canada, Canada GP, and Canada
Management are sometimes hereinafter referred to collectively as
the "Reporting Persons."

     The Reporting Persons may be deemed to constitute a group
within the meaning of Section 13(d)(3) of the Act.  Neither the
present filing nor anything contained herein shall be construed
as an admission that the Reporting Persons constitute a "person"
or "group" for any purpose.  Pursuant to Rule 13d-1(k)(2) under
the Act, the Reporting Persons are filing this Schedule 13D on
their own behalf and not on behalf of any other person.  Attached
hereto as Exhibit 1 is the statement made pursuant to Rule 13d-
1(k)(1)(iii) of Regulation 13D-G of the General Rules and
Regulations under the Act.

     (a) - (c)

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

     Wynnchurch US is a Delaware limited partnership, the
principal business of which is a private investment partnership.
The principal business and office address of Wynnchurch US is 150
Field Drive, Suite 165, Lake Forest, Illinois 60045.  Pursuant to
Instruction C to Schedule 13D of the Act, certain information
with respect to US GP, the general partner of Wynnchurch US, is
set forth below.

     US GP
     -----

     US GP is a Delaware limited partnership, the principal
business of which is serving as the sole general partner of
Wynnchurch US.  The principal business and office address of US
GP is 150 Field Drive, Suite 165, Lake Forest, Illinois 60045.
Pursuant to Instruction C to Schedule 13D of the Act, certain
information with respect to US Management, the general partner of
US GP, is set forth below.

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

     US Management is a Delaware corporation, the principal
business of which is  to serve as the sole general partner of US
GP.  The principal business and office address of US Management
is 150 Field Drive, Suite 165, Lake Forest, Illinois 60045.
Pursuant to Instruction C to Schedule 13D of the Act, certain
information with respect to the two directors (who are also
officers) of US Management, is set forth below.

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

     Wynnchurch Canada is an Alberta, Canada limited partnership,
the principal business of which is a private investment
partnership.  The principal business and office address of
Wynnchurch Canada is Suite 1500, 855 - 2nd Street West, Calgary,
Alberta T2P4J7.  Pursuant to Instruction C to Schedule 13D of the
Act, certain information with respect to Canada GP, the general
partner of Wynnchurch Canada, is set forth below.

     Canada GP
     ---------

     Canada GP is an Alberta, Canada limited partnership, the
principal business of which is to serve as the sole general
partner of Wynnchurch Canada.  The principal business and office
address of Canada GP is Suite 1500, 855 - 2nd Street West,
Calgary, Alberta T2P4J7.  Pursuant to Instruction C to Schedule
13D of the Act, certain information with respect to Canada
Management, the general partner of Canada GP, is set forth below.

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

     Canada Management is a Delaware corporation, the principal
business of which is  to serve as the sole general partner of
Canada GP.  The principal business and office address of Canada
Management is 150 Field Drive, Suite 165, Lake Forest, Illinois
60045.  Pursuant to Instruction C to Schedule 13D of the Act,
certain information with respect to the two directors (who are
also officers) of Canada Management is set forth below.

     Mr. Hatherly
     ------------

     The following disclosure is being made pursuant to
Instruction C to Schedule 13D of the Act. John A. Hatherly ("Mr.
Hatherly") is a director, the President and Treasurer of both US
Management and Canada Management.  His principal business and
office address is c/o Wynnchurch Capital, 150 Field Drive, Suite
165, Lake Forest, Illinois 60045.

     Mr. Renaud
     ----------

     The following disclosure is being made pursuant to
Instruction C to Schedule 13D of the Act.  Richard Renaud ("Mr.
Renaud") is a director and Chairman of the Board of both US
Management and Canada Management.  His principal business and
office address is c/o TNG Corporation, One Place Ville-Marie,
Suite 2221, Montreal, Quebec H3B3N2.

     (d)  None of the Reporting Persons have during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).

     (e)  None of the Reporting Persons have during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.

     (f)  Messrs. Hatherly and Renaud are citizens of Canada.

Item 3.   Source and Amount of Funds or Other Consideration.
          -------------------------------------------------

     The source and amount of funds or other consideration used
by the Reporting Persons to purchase the Notes (as defined
below), the Warrants (as defined below) and the Contingent
Warrants (as defined below) consisted of $10,000,000 of working
capital invested by the partners of Wynnchurch US and Wynnchurch
Canada.  The "Notes" means (1) the Senior Subordinated Secured
Convertible Promissory Note dated January 31, 2002 in the
principal amount of $4,920,208 to the order of Wynnchurch US and
(2) the Senior Subordinated Secured Convertible Promissory Note
dated January 31, 2002 in the principal amount of $5,079,792 to
the order of Wynnchurch Canada.  The "Warrants" means (1) the
Warrant to purchase 4,920,208 Shares issued to Wynnchurch US and
(2) the Warrant to purchase 5,079,792 Shares issued to Wynnchurch
Canada.  The "Contingent Warrants" means (1) the Contingent
Warrant to purchase 492,021 Shares issued to Wynnchurch US and
(2) the Contingent Warrant to purchase 507,979 Shares issued to
Wynnchurch Canada.  The Notes, Warrants and Contingent Warrants
are attached as exhibits hereto and are incorporated herein by
reference.

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

     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
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.  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.

     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.
          ------------------------------------

     Each of the calculations in this Item 5 is based on
32,409,904 shares of common stock outstanding, computed by adding
the 17,409,904 Shares outstanding as of November 5, 2001, 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 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.

     (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 46.3% 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 46.3%
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 46.3%
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 46.3% 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 46.3% 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 46.3% 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.

     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.
          -------------------------------------------------

     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.
          ---------------------------------

          Exhibit A      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.

          Exhibit C      Senior Subordinated Note dated January
                         31, 2002, in the principal amount of
                         $4,920,208 to the order of Wynnchurch
                         US.

          Exhibit D      Senior Subordinated Note dated January
                         31, 2002, in the principal amount of
                         $5,079,792 to the order of Wynnchurch
                         Canada.

          Exhibit E      Warrant to purchase 4,920,208 Shares
                         issued to Wynnchurch US.

          Exhibit F      Warrant to purchase 5,079,792 Shares
                         issued to Wynnchurch Canada.

          Exhibit G      Contingent Warrant to purchase 492,021
                         Shares issued to Wynnchurch US.

          Exhibit H      Contingent Warrant to purchase 507,979
                         Shares issued to Wynnchurch Canada.

          Exhibit I      Registration Rights Agreement dated
                         January 31, 2002 by and among Issuer,
                         Wynnchurch US and Wynnchurch Canada.

          Exhibit J      Power of Attorney for Wynnchurch US, US
                         GP and US Management

          Exhibit K      Power of Attorney for Wynnchurch Canada,
                         Canada GP, and Canada Management

     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:    February 8, 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
     --------------------
     Attorney-in-Fact
<PAGE>
                          EXHIBIT INDEX
                                                    Exhibit
                                                    -------
                                                    Page  No.
                                                    --------

Exhibit A      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.                                  3

Exhibit C      Senior Subordinated Note dated
               January 31, 2002, in the principal
               amount of $4,920,208 to the order of
               Wynnchurch US.                           41

Exhibit D      Senior Subordinated Note dated
               January 31, 2002, in the principal
               amount of $5,079,792 to the order of
               Wynnchurch Canada.                       62

Exhibit E      Warrant to purchase 4,920,208 Shares
               issued to Wynnchurch US.                 83

Exhibit F      Warrant to purchase 5,079,792 Shares
               issued to Wynnchurch Canada.             99

Exhibit G      Contingent Warrant to purchase
               492,021 Shares issued to Wynnchurch
               US.                                      115

Exhibit H      Contingent Warrant to purchase
               507,979 Shares issued to Wynnchurch
               Canada.                                  131

Exhibit I      Registration Rights Agreement dated
               January 31, 2002 by and among
               Issuer, Wynnchurch US and Wynnchurch
               Canada.                                  147

Exhibit J      Power of Attorney for Wynnchurch US,
               US GP, and US Management                 163

Exhibit K      Power of Attorney for Wynnchurch
               Canada, Canada GP, and Canada
               Management                               164


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>arc804exa.txt
<DESCRIPTION>EXHIBIT A
<TEXT>
                            EXHIBIT A

     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:     February 8, 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
     -------------------------
     Attorney-in-Fact


                        Exhibits: Page 1


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>arc804exb.txt
<DESCRIPTION>EXHIBIT B
<TEXT>
                                                                     Exhibit B

                                                                  EXECUTION COPY

                          SECURITIES PURCHASE AGREEMENT

        This SECURITIES PURCHASE AGREEMENT ("AGREEMENT") is entered into as of
January 31, 2002, by and between Alternative Resources Corporation, a Delaware
corporation (the "COMPANY"), with headquarters located at 600 Hart Road, Suite
300, Barrington, Illinois 60010, and 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"):

                                    RECITALS

        A.   The Purchasers desire to purchase, and the Company desires to issue
and sell, upon the terms and conditions stated in this Agreement, (i) the
Company's 15% Secured Subordinated Convertible Promissory Notes (the "NOTES") in
the aggregate principal amount of Ten Million Dollars ($10,000,000) in the form
of EXHIBIT A attached hereto which is convertible into common stock, par value
$0.01 of the Company (the "COMMON STOCK," and the shares of Common Stock
resulting from the conversion of the Notes, the "NOTE SHARES"), upon the terms
and conditions set forth in the Note and (ii) Warrants (x) in the form of
EXHIBIT B-1 attached hereto (the "B-1 WARRANT"), entitling the holders thereof
to purchase in the aggregate, Ten Million (10,000,000) shares of Common Stock
upon the terms and conditions set forth in the B-1 Warrant and (y) Warrants in
the form of EXHIBIT B-2 hereto (the "B-2 WARRANTS"), entitling the holders
thereof to purchase, in the aggregate One Million (1,000,000) shares of Common
Stock upon the terms and conditions set forth in the B-2 Warrant (each of the
B-1 Warrants and B-2 Warrants a "WARRANT" and collectively the "WARRANTS"; the
Common Stock issuable upon exercise of either Warrant, the "WARRANT SHARES," and
the Note Shares and Warrant Shares collectively, the "SHARES"; the Warrants
together with the Notes, the "PURCHASED SECURITIES," and the Purchased
Securities, collectively with the Shares, the "SECURITIES").

        B.   Contemporaneously with the execution and delivery of this
Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement in the form attached hereto as EXHIBIT C (the "REGISTRATION RIGHTS
AGREEMENT"), pursuant to which the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), the rules and regulations promulgated thereunder by the
Securities and Exchange Commission ("SEC") and applicable state securities laws
with respect to the Shares.

        C.   Contemporaneously with the execution and delivery of this
Agreement, the Company is delivering to the Purchasers a Company Security
Agreement in the form attached hereto as EXHIBIT D-1 and the subsidiaries of the
Company are delivering to the Purchasers a Guaranty in the form attached hereto
as EXHIBIT D-2, a Subsidiary Security Agreement in the form attached hereto as
EXHIBIT D-3, and a Subsidiary Pledge Agreement in the form attached hereto as
EXHIBIT D-4 (collectively, the "SECURITY AGREEMENTS") pursuant to which
Purchasers shall receive a security interest on all of the owned assets of the
Company and its subsidiaries, subordinate only to the security interest of that
of Fleet Capital Corporation ("FCC") described in and pursuant to the terms of
that certain Subordination and Intercreditor Agreement of even date

<Page>

herewith between Purchasers, the Company, the Company's subsidiaries and FCC
(the "SUBORDINATION AGREEMENT").

                                   AGREEMENTS

        NOW, 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 Company and the Purchasers hereby agree as
follows:

                                   ARTICLE I
                    PURCHASE AND SALE OF SECURITIES; SECURITY

        1.1  PURCHASE OF NOTES AND WARRANTS. The aggregate purchase price (the
"PURCHASE PRICE") to be paid by the Purchasers for the Notes and Warrants being
purchased by the Purchasers shall be Ten Million Dollars ($10,000,000.00). On
the terms and subject to the conditions set forth in this Agreement, on the
Closing Date (as defined herein), the Company will issue and sell to the
Purchasers, and each Purchaser shall severally and not jointly purchase from the
Company (i) Notes in a principal amount equal to the Purchase Price, in the
amounts to each Purchaser set forth on ANNEX A attached hereto and (ii) B-1
Warrants and B-2 Warrants exercisable into the amount of Warrant Shares to each
Purchaser set forth on ANNEX A attached hereto. The parties agree that the
aggregate value of the Warrants is $300,000, and that the parties hereto will
not take any action that would be inconsistent with the foregoing valuation with
respect to the filing of Tax Returns (as defined herein).

        1.2  FORM OF PAYMENT. At the Closing, each Purchaser shall pay its
portion of the Purchase Price for its Notes and Warrants by wire transfer to the
Company, in accordance with the Company's written wiring instructions, of
immediately available funds against delivery of duly executed Notes and
Warrants, and the Company shall deliver to each Purchaser such executed Notes
and Warrants against delivery of such Purchase Price from such Purchaser.

        1.3  CLOSING DATE. Subject to the satisfaction (or waiver) of the
conditions set forth in Articles VI and VII below, the date and time of the
issuance, sale and purchase of the Note and Warrants pursuant to this Agreement
shall be January 31, 2002 (the "CLOSING"). The Closing shall occur at 10:00 a.m.
Chicago time, at the offices of McDermott, Will & Emery, 227 West Monroe Street,
Chicago, IL 60606. The date of the Closing is hereinafter referred to as the
"Closing Date."

                                   ARTICLE II
                   PURCHASER'S REPRESENTATIONS AND WARRANTIES

        Each Purchaser individually represents and warrants to the Company as
set forth in this Article II. The Purchasers make no other representations or
warranties, express or implied, to the Company in connection with the
transactions contemplated hereby and any and all prior representations and
warranties, if any, which may have been made by any Purchaser to the Company in
connection with the transactions contemplated hereby shall be deemed to have
been merged in this Agreement and any such prior representations and warranties,
if any, shall not survive the execution and delivery of this Agreement.

                                       2
<Page>

        2.1  PURCHASE FOR OWN ACCOUNT. Purchaser is purchasing the Notes and
Warrants for such Purchaser's own account for investment only and not with a
view toward or in connection with the public resale or distribution thereof.
Purchaser understands that it must bear the economic risk of this investment
indefinitely, unless the Securities are registered pursuant to the Securities
Act and any applicable state securities laws or an exemption from such
registration is available, and that the Company has no present intention of
registering any such Securities other than as contemplated by the Registration
Rights Agreement. By making the representations in this Section 2.1, Purchasers
do not agree to hold the Securities for any minimum or other specific term and
reserve the right to dispose of any of the Securities at any time in accordance
with a registration statement or an exemption from registration under the
Securities Act.

        2.2  ACCREDITED INVESTOR STATUS. Purchaser is an "accredited investor"
as that term is defined in Rule 501(a) of Regulation D promulgated under the Act
("REGULATION D").

        2.3  RELIANCE ON EXEMPTIONS. Purchaser understands that the Purchased
Securities are being offered and sold to the Purchaser in reliance upon specific
exemptions from the registration requirements of the United States federal and
state securities laws and that the Company is relying upon the truth and
accuracy of the representations and warranties of the Purchasers set forth
herein in order to determine the availability of such exemptions and the
eligibility of the Purchasers to acquire the Purchased Securities.

        2.4  INFORMATION. Purchaser and its counsel have been furnished all
materials relating to the business, finances and operations of the Company and
materials relating to the offer and sale of the Purchased Securities which have
been specifically requested by each Purchaser. Purchaser has been afforded the
opportunity to ask questions of the Company and have received what the Purchaser
believes to be complete and satisfactory answers to any such inquiries. Neither
such materials or inquiries nor any other due diligence investigation conducted
by Purchaser nor any of its representations, warranties, covenants or agreements
shall modify, amend or affect Purchaser's right to rely on the Company's
representations and warranties contained in Article III. Purchaser understands
that the Purchaser's investment in the Securities involves a high degree of
risk.

        2.5  GOVERNMENTAL REVIEW. Purchaser understands that no United States
federal or state agency or any other government or governmental agency has
passed upon or made any recommendation or endorsement of the Securities or an
investment therein.

        2.6  TRANSFER OR RESALE. Purchaser understands that (i) except as
provided in the Registration Rights Agreement, the Securities have not been and
are not being registered under the Securities Act or any state securities laws,
and may not be transferred unless subsequently registered thereunder or an
exemption from such registration is available (which exemption the Company
expressly agrees may be established as contemplated in clauses (b) and (c) of
Section 4.1 hereof or as otherwise may be permissible under the Securities Act);
(ii) any sale of such Securities made in reliance on Rule 144 of the rules
promulgated under the Securities Act (or a successor rule) ("RULE 144") may be
made only in accordance with the terms of Rule 144 and further, if Rule 144 is
not applicable, any resale of such Securities without registration under the
Securities Act may require compliance with some other exemption under the
Securities Act or the rules and regulations of the SEC thereunder; and (iii)
neither the Company nor any other

                                       3
<Page>

person is under any obligation to register such Securities under the Securities
Act or any state securities laws or to comply with the terms and conditions of
any exemption thereunder (in each case, other than pursuant to this Agreement or
the Registration Rights Agreement).

        2.7  LEGENDS. The Purchaser understands that, subject to Article IV
hereof, the certificates for the Notes, the Warrants, Note Shares upon
conversion of the Notes or Warrant Shares upon exercise of either of the
Warrants will bear a restrictive legend (the "LEGEND") until such time as such
Securities has been registered under the Securities Act as contemplated by the
Registration Rights Agreement or otherwise may be sold by the Purchaser pursuant
to Rule 144 or otherwise without registration, in the following form:

        THE SECURITIES REPRESENTED BY THIS CERTIFICATE 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.

Except for the Legend in accordance with this Section 2.7, a legend regarding
original issue discount, and the legend required under the Subordination
Agreement the Securities shall bear no other legend.

        2.8  AUTHORIZATION; ENFORCEMENT. This Agreement and the Registration
Rights Agreement have been duly and validly authorized, executed and delivered
on behalf of Purchaser and are valid and binding agreements of Purchaser
enforceable against Purchaser in accordance with their terms.

                                  ARTICLE III
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

        The Company represents and warrants to each Purchaser that:

        3.1  ORGANIZATION AND QUALIFICATION. The Company and each of its
subsidiaries other than Writers, Inc. ("WRITERS") is a corporation duly
organized, validity existing and in good standing under the laws of the State of
Delaware. Writers is a corporation duly organized, validity existing and in good
standing under the laws of the State of California. The Company and each of its
subsidiaries has the requisite corporate power and authority to own its
properties and to carry on its business as now being conducted. The Company and
each of its subsidiaries is duly qualified as a foreign corporation to do
business and is in good standing in every jurisdiction where the failure to so
qualify would have a Material Adverse Effect. "MATERIAL ADVERSE EFFECT" means
any material adverse effect on (i) the business, operations, properties,
financial condition, operating results or prospects of the Company and its
subsidiaries, taken as a whole on a consolidated basis, and (ii) the ability of
the Company to perform its obligations

                                       4
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under this Agreement, the Notes, the Warrants, the Security Agreements or the
Registration Rights Agreement, including any exhibits thereto (collectively, the
"INVESTMENT AGREEMENTS"). The Company has no subsidiaries, except for Writers,
ARC Service, Inc. ("SERVICE"), ARC Solutions, Inc. ("SOLUTIONS") and ARC
Midholding, Inc. ("MIDHOLDING"). All such subsidiaries are one hundred percent
(100%) owned by the Company. Except as provided on SCHEDULE 3.1, the Company has
no investments, either debt or equity, in any other entity. There are two (2)
vacancies on the Company's Board of Directors.

        3.2  AUTHORIZATION; ENFORCEMENT.

        (a)  The Company has the requisite corporate power and authority to (i)
enter into, and perform its obligations under each of the Investment Agreements,
(ii) issue, sell and perform its obligations with respect to the Notes and the
Warrants in accordance with the terms hereof and thereof, and (iii) issue the
Note Shares in accordance with the terms and conditions of the Notes and the
Warrant Shares in accordance with the terms and conditions of the Warrants. The
Company's execution, delivery and performance of each of the Investment
Agreements and the consummation by it of each of the transactions contemplated
hereby and thereby (including the issuance of the Purchased Securities and the
reservation for issuance and issuance of the Notes Shares and Warrant Shares)
have been duly authorized by all necessary corporate action. In connection with
such authorization, the Company's Board of Directors (the "BOARD") has (x)
concluded that the issuance of the Securities and the other transactions
contemplated hereby are in the best interests of the Company and its
stockholders and (y) approved of the transactions contemplated hereby for
purposes of Section 203 of the Delaware General Corporation Law ("SECTION 203")
so that neither (A) either Purchaser nor (B) Purchasers as a group will be
subject to the restrictions set forth in subsection (a) of Section 203. No
further consent or authorization of the Company, the Board, or its stockholders
or any other person, body or agency is required with respect to any of the
transactions contemplated hereby or the Company's performance of its obligations
hereunder or under any of the Investment Agreements (including under rules of
the National Association of Securities Dealers or otherwise). Each of the
Investment Agreements has been duly executed and delivered by the Company. Each
of the Investment Agreements constitutes a legal, valid and binding obligation
of the Company enforceable against the Company, in accordance with its terms.

        (b)  Each subsidiary of the Company has the requisite corporate power
and authority to enter into, and perform its obligations under each of the
Security Agreements to which it is a party. Such subsidiaries' execution,
delivery and performance of such Security Agreements and the consummation by it
of each of the transactions contemplated thereby have been duly authorized by
all necessary corporate action and no further consent or authorization of such
subsidiary, its board of directors, or its stockholders or any other person,
body or agency is required with respect to any of the transactions contemplated
hereby or thereby.

        3.3  CAPITALIZATION. The capitalization of the Company as of the date of
this Agreement, including the authorized capital stock, the number of shares
issued and outstanding, the number of shares reserved for issuance pursuant to
the Company's stock option plans, the number of shares reserved for issuance
pursuant to securities (other than the Purchased Securities), directly or
indirectly, exercisable for, or convertible into or exchangeable for any shares
of Common Stock and the number of shares to be initially reserved for issuance
upon

                                       5
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conversion of the Notes and the exercise of the Warrants is set forth on
SCHEDULE 3.3. All of such outstanding shares of capital stock have been, or upon
issuance will be, validly issued, fully paid and non-assessable. No shares of
capital stock of the Company (including the Purchased Securities, Note Shares or
the Warrant Shares) are subject to preemptive rights or any other similar rights
of the stockholders of the Company or any liens or encumbrances. Except as
disclosed in SCHEDULE 3.3, as of the date of this Agreement, (i) there are no
outstanding options, warrants, scrip, rights to subscribe for, calls or
commitments of any character whatsoever relating to, or securities or rights
convertible into or exercisable or exchangeable for, directly or indirectly, any
shares of capital stock of the Company or any of its subsidiaries, or contracts,
commitments, understandings or arrangements by which the Company or any of its
subsidiaries is or may become bound to issue additional shares of capital stock
of the Company or any of its subsidiaries, and (ii) there are no agreements or
arrangements under which the Company or any of its subsidiaries is obligated to
register the sale of any of its or their securities under the Securities Act
(except the Registration Rights Agreement). The Company has set forth on
SCHEDULE 3.3 all instruments and agreements (other than the Certificate of
Incorporation and By-laws) governing securities convertible into or exercisable
or exchangeable for Common Stock of the Company (and the Company has provided to
the Purchaser true and accurate copies thereof). Except as set forth on SCHEDULE
3.3, the Company has no indebtedness for borrowed money and no agreement
providing for indebtedness for borrowed money. Except as set forth on SCHEDULE
3.3, the Company has no share purchase agreements, rights plans, agreements or
instruments containing similar provisions and no agreements containing
anti-dilution provisions. The Company has taken all action required to redeem
all preferred share purchase rights issued to its shareholders as of October 15,
1998 ("RIGHTS") other than the filing of the notice of redemption of the Rights
with the Harris Trust and Savings Bank (the "RIGHTS AGENT") and the notification
of the holders of the Rights in accordance with Section 23(d) of the Rights
Agreement dated as of October 15, 1998 (the "RIGHTS AGREEMENT") between the
Company and the Rights Agent (collectively, the "RIGHTS REDEMPTION NOTICE").

        3.4  ISSUANCE OF SHARES. The Note Shares and Warrant Shares have been
duly authorized and reserved for issuance, and, upon conversion of the Notes or
exercise of either of the Warrant, each in accordance with the terms thereof,
the Shares resulting therefrom, as the case may be, will be validly issued,
fully paid and non-assessable, free from all taxes, liens, claims and
encumbrances and will not be subject to preemptive rights or other similar
rights of stockholders of the Company. No further corporate or stockholder
authorization or approval is required with respect to the transactions
contemplated by this Agreement, including the issuance of the Note Shares or
Warrant Shares.

        3.5  CONSTITUENT DOCUMENTS; NO CONFLICTS. The Company has furnished to
the Purchaser true and correct copies of the Company's Certificate of
Incorporation as currently in effect ("CERTIFICATE OF INCORPORATION"), and the
Company's By-laws as currently in effect (the "BY-LAWS"). The execution,
delivery and performance of each of the Investment Agreements by the Company and
the consummation by the Company of the transactions contemplated hereby and
thereby (including the issuance and reservation for issuance of the Note Shares
and Warrant Shares) do not and will not (a) result in a violation of the
Certificate of Incorporation or By-laws of the Company or any of its
subsidiaries, (b) conflict with, or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, any
agreement, indenture or

                                       6
<Page>

instrument to which the Company or any of its subsidiaries is a party, or (c)
result in a violation of any law, rule, regulation, order, judgment or decree
(including U.S. federal and state securities laws and regulations) applicable to
the Company or any of its subsidiaries, or by which any property or asset of the
Company or any of its subsidiaries, is bound or affected. Neither the Company
nor any of its subsidiaries is in violation of its Certificate of Incorporation,
by-laws or other organizational documents, and neither the Company nor any of
its subsidiaries is in default (and no event has occurred which, with notice or
lapse of time or both, would put the Company or any of its subsidiaries in
default) under, nor has there occurred any event giving others (with notice or
lapse of time or both) any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which the Company or
any of its subsidiaries is a party which action would have a Material Adverse
Effect. The business of the Company and its subsidiaries is not being conducted
in violation of any law, ordinance, rule, regulation, order, judgment or decree
of any governmental entity, court or arbitration tribunal except for possible
violations the sanctions for which either singly or in the aggregate would not
have a Material Adverse Effect. Neither the Company nor any its subsidiaries is
required to obtain any consent, authorization or order of, or make any filing or
registration with, any court or governmental agency or any regulatory or
self-regulatory agency or authority in order for it to execute, deliver or
perform any of its obligations under any of the Investment Agreements or to
perform its obligations in accordance with the terms hereof or thereof. The
purchase and acquisition of the Securities by the Purchaser does not violate any
law, rule, regulation, order, judgment or decree applicable to the Company, or
require further filing by the Company or the Purchaser under such law, rule,
regulation, order, judgment or decree, by virtue of the Company's business or
assets.

        3.6  REGISTRATION AND SEC DOCUMENTS. The Common Stock is registered
under Section 12 of the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT"). Since December 31, 1998, the Company has timely filed all
reports, schedules, forms, statements and other documents required to be filed
by it with the SEC pursuant to the reporting requirements of the Exchange Act
(all of the foregoing filed after December 31, 1998 and all exhibits included
therein and financial statements and schedules thereto and documents
incorporated by reference therein, being referred to herein as the "SEC
DOCUMENTS"). The Company has delivered to the Purchaser true and complete copies
of the SEC Documents. As of their respective dates, the SEC Documents complied
in all material respects with the requirements of the Exchange Act and the rules
and regulations of the SEC promulgated thereunder applicable to the SEC
Documents, and none of the SEC Documents, at the time they were filed with the
SEC, contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading. Except as disclosed on SCHEDULE 3.6, none of the statements made
in any such SEC Document is, or has been, required to be updated or amended
under applicable law.

        3.7  FINANCIAL STATEMENTS.

        (a)  The financial statements of the Company included in the SEC
Documents (the "SEC FINANCIAL STATEMENTS") were prepared in accordance with U.S.
generally accepted accounting principles, consistently applied, and the rules
and regulations of the SEC during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the

                                       7
<Page>

notes thereto, or (ii) in the case of unaudited interim statements, to the
extent they do not include footnotes or are condensed or summary statements) and
present fairly in all material respects the consolidated financial position of
the Company and its consolidated subsidiaries as of the dates thereof and the
consolidated results of their operations and cash flows for the periods then
ended (subject, in the case of unaudited statements, to normal, immaterial
year-end audit adjustments).

        (b)  The Company has furnished to Purchaser its unaudited statements of
income, balance sheet and cash flows as of and for the year ended December 31,
2001 (the "2001 UNAUDITED STATEMENTS"). The 2001 Unaudited Statements have been
prepared in accordance with generally accepted accounting principles applied in
a manner consistent with those used in the preparation of the SEC Financial
Statements and present fairly in all natural respects the consolidated results
of operations, financial position and cash flows for such year subject to normal
audit adjustments which will not be material in the aggregate. The Company and
each subsidiary maintains a system of internal accounting controls that enables
each of them to prepare financial statements in accordance with generally
accepted accounting principles.

        (c)  Except as set forth in the SEC Financial Statements or the 2001
Unaudited Statements (collectively, the "FINANCIAL STATEMENTS"), the Company has
no liabilities, contingent or otherwise, other than (i) liabilities incurred
subsequent to the date of such financial statements in the ordinary course of
business consistent with past practice and (ii) obligations under contracts and
commitments incurred in the ordinary course of business and not required under
generally accepted accounting principles to be reflected in such financial
statements, in each case of clause (i) and (ii) next above which, individually
and in the aggregate, are not material to the financial condition, business,
operations, properties, operating results or prospects of the Company and its
subsidiaries taken as a whole.

        3.8  CONTRACTS. The SEC Documents contain a complete and accurate list
of all material undischarged written or oral contracts, agreements, leases or
other instruments to which the Company or any subsidiary is a party or by which
the Company or any subsidiary is bound or to which any of the properties or
assets of the Company or any subsidiary is subject (each a "CONTRACT"). None of
the Company, its subsidiaries or, to the best knowledge of the Company, any of
the other parties thereto, is in breach or violation of any Contract, which
breach or violation relates to indebtedness for borrowed money or otherwise
would have a Material Adverse Effect. No event, occurrence or condition exists
which, with the lapse of time, the giving of notice, or both, or the happening
of any further event or condition, would become a breach or default by the
Company or its subsidiaries under any Contract which breach or default would
have a Material Adverse Effect. As used in this Agreement "knowledge of the
Company" (or phrases of similar effect) means the actual knowledge of (i) the
Chairman of the Board, President and Chief Executive Officer of the Company,
(ii) the Senior Vice President, Chief Financial Officer, Secretary and Treasurer
of the Company, (iii) the Company's President of Field Operations, (iv) the
Chief Information Officer of the Company, (v) the Company's Senior Vice
President of Human Resources or (vi) the Company's Vice President of Recruiting
(the "KEY EMPLOYEES") and, with respect to the representations and warranties
set forth in Sections 3.13 and 3.16 hereof the knowledge of the Key Employees,
assuming such persons made reasonable inquiries in connection with the operation
of the Company's business and in anticipation of the transactions contemplated
by this Agreement.

                                       8
<Page>

        3.9  TITLE TO PROPERTY AND ASSETS. The Company and each of its
subsidiaries owns its property and assets free and clear of all mortgages,
liens, loans and encumbrances, except such mortgages, encumbrances, loans and
liens which arise in the ordinary course of business and do not materially
impair the Company's or any such subsidiary's ownership or use of such property
or any assets and those expressly disclosed in the SEC Documents filed prior to
the date hereof or set forth on SCHEDULE 3.9 hereof. With respect to the
property and assets it leases, the Company and each such subsidiary is in
compliance in all material respects with such leases and holds a valid leasehold
interest free of any material liens, claims, loans or encumbrances. All material
facilities, equipment and other material items of tangible property and assets
owned by the Company are in good operating condition and repair, subject to
normal wear and maintenance, are usable in the regular and ordinary course of
business and conform to all applicable laws relating to their use and operation,
except where such failure, individually or in the aggregate, would not have a
Material Adverse Effect.

        3.10 ABSENCE OF CERTAIN CHANGES. Except as expressly disclosed in the
SEC Documents filed prior to the date hereof, since December 31, 2001, there has
been no change or development in the business, properties, operations, financial
condition, results of operations or prospects of the Company or its subsidiaries
that has had or would reasonably be expected to have a Material Adverse Effect.
Without limiting the generality of the foregoing, since such date, there have
not been:

        (a)  any change in the business, assets, properties, liabilities,
condition (financial or otherwise) or operating results of the Company or any of
its subsidiaries from that reflected in the Financial Statements, other than
changes in the ordinary course of business that have not been, individually or
in the aggregate, materially adverse;

        (b)  any damage, destruction or loss, whether or not covered by
insurance, materially and adversely affecting the business (as such business is
presently conducted and as it is proposed to be conducted), assets, properties,
liabilities, prospects, or condition (financial or otherwise) or operating
results of the Company or any of its subsidiaries;

        (c)  any material adverse change to a Contract;

        (d)  any material change in any compensation arrangement or agreement
with any employee, officer, director, stockholder, consultant or finder other
than in the ordinary course of business;

        (e)  any sale, assignment or transfer of any material tangible assets of
the Company or any of its subsidiaries;

        (f)  any resignation or termination of employment of any officer or key
employee of the Company or any of subsidiaries, and the Company, to the best of
its knowledge, does not know of any impending resignation or termination of
employment of any such officers or employees; or

        (g)  receipt of notice that there has been a loss of, or order
cancellation by or material reduction in orders from, any major customer of the
Company or any of its subsidiaries or

                                       9
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cancellation or discontinuance by any major supplier or service provider of the
Company or any of its subsidiaries.

        3.11 ABSENCE OF LITIGATION. Except as disclosed in SCHEDULE 3.11, there
is no action, suit, proceeding, inquiry or investigation before or by any court,
public board, governmental agency or authority, or self-regulatory organization
or body pending or, to the knowledge of the Company or any of its subsidiaries,
threatened against or affecting the Company, any of its subsidiaries, or any of
their respective directors or officers in their capacities as such, wherein an
unfavorable decision, ruling or finding could have a Material Adverse Effect.
There are no facts which, if known by a potential claimant or governmental
agency or authority, could give rise to a claim or proceeding which, if asserted
or conducted with results unfavorable to the Company or any of its subsidiaries,
could have a Material Adverse Effect.

        3.12 ENVIRONMENTAL MATTERS. (a) Except as would not reasonably be
expected to have a Material Adverse Effect, the Company and each Subsidiary of
the Company are in compliance with all applicable Environmental Laws (as defined
herein), (b) neither the Company nor any of its subsidiaries has received any
written notice with respect to the business of, or any property owned or leased
by, the Company or of its subsidiaries from any governmental authority or third
party alleging that the Company or any Subsidiary of the Company is not in
compliance with any Environmental Law, and (c) there has been no "release" of
petroleum, petroleum-based products, oil or a "hazardous substance," as those
quoted terms are defined in the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq., on any real
property owned by the Company or any Subsidiary of the Company or that is used
for the business of the Company or any Subsidiary of the Company except a
release not reasonably expected to have a Material Adverse Effect. As used
herein, "ENVIRONMENTAL LAWS" means all federal, state, city, county or local
laws, ordinances or regulations governing pollution or the protection of human
health or the environment, including the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Sections 9601 et seq., the Resource
Conservation and Recovery Act, 42 U.S.C. Sections 6901 et seq., and the Clean
Air Act 42. U.S.C. Sections 7401 et seq., as amended or hereafter amended.

        3.13 COMPLIANCE WITH LAWS. To the knowledge of the Company, the Company
and its subsidiaries have complied in all material respects with all material
laws, rules and regulations, ordinances, judgments, decrees, orders, writs and
injunctions of all United States federal, state, local and foreign governments
and agencies thereof that apply to the business, properties or assets of the
Company or any subsidiary.

        3.14 TAX MATTERS.

        (a)  The Company and each of its subsidiaries has timely filed (or there
have been filed on their behalf) in correct form with appropriate taxing
authorities all material Tax Returns (as defined herein) required to be filed by
them on or prior to the date hereof. Such Tax Returns are true, accurate and
complete in all material respects. With respect to all amounts in respect of
Taxes (as defined herein) imposed upon the Company or any subsidiary or for
which the Company or any such subsidiary of the Company is or could be liable,
all applicable Tax laws have been complied with in all material respects, and
all such amounts in respect of Taxes required to be paid by the Company or any
of its subsidiaries to taxing authorities or others, have

                                       10
<Page>

been paid. The accrual on the 2001 Unaudited Financial Statements for Taxes is
adequate in all material respects to cover the Company's and its subsidiaries'
obligations for Taxes as of the date hereof.

        (b)  The Company and its subsidiaries have complied in all material
respects with all applicable laws relating to the withholding of Taxes, and
subject to the foregoing, have, within the time and manner prescribed by law,
withheld and paid over to the proper governmental authorities all amounts
required to be withheld and paid over under all applicable laws.

        (c)  No federal, state, local or foreign audits or other administrative
proceedings have formally commenced or are presently pending with regard to any
Taxes due from or with respect to the Company or any of its subsidiaries. There
are no outstanding requests, agreements, consents or waivers to extend the
statutory period of limitations applicable to the assessment of any Taxes or
deficiencies against the Company or any of its subsidiaries.

        (d)  Neither the Company nor any of its subsidiaries is a party to any
material Tax sharing, Tax indemnity or other similar agreement or arrangement
with any person or entity other than a Tax sharing, Tax indemnity or other
similar agreement to which the Company and/or one of its subsidiaries are the
sole parties.

        (e)  As used herein: (x) the term "TAX" or "TAXES" shall mean all taxes,
charges, fees, duties, levies, penalties or other assessments imposed by any
federal, state, local or foreign governmental authority, including income, gross
receipts, excise, property, sales, gain, use, license, custom duty,
unemployment, capital stock, transfer, franchise, payroll, withholding, social
security, minimum estimated, profit, gift, severance, value added, disability,
premium, recapture, credit, occupation, service, leasing, employment, stamp and
other taxes, and shall include interest, penalties or additions attributable
thereto or attributable to any failure to comply with any requirement regarding
Tax Returns; and (y) the term "TAX RETURN" shall mean any return, declaration,
report, claim for refund, or information return or statement relating to Taxes,
including any such document prepared on a consolidated, combined or unitary
basis and also including any schedule or attachment thereto, and including any
amendment thereof.

        3.15 INTELLECTUAL PROPERTY. Each of the Company and its subsidiaries
owns or possesses adequate and enforceable rights to use all patents, patent
applications, trademarks, trademark applications, trade names, service marks,
copyrights, copyright applications, licenses, know-how (including trade secrets
and other unpatented and/or unpatentable proprietary or confidential
information, systems or procedures) and other similar rights and proprietary
knowledge (collectively, "INTANGIBLES") used or necessary for the conduct of its
business as now being conducted and as previously described in the Company's
Annual Report on Form 10-K most recently filed and any subsequently filed
reports on Form 10-Q and Form 8-K. Neither the Company nor any subsidiary of the
Company infringes on or is in conflict with any right of any other person with
respect to any Intangibles nor is there any claim of infringement made by a
third party against or involving the Company or any of its subsidiaries, which
infringement, conflict or claim, individually or in the aggregate, if the
subject of an unfavorable decision, ruling or finding, would have a Material
Adverse Effect.

                                       11
<Page>

        3.16 FOREIGN CORRUPT PRACTICES. To the Company's knowledge, neither the
Company, nor any of its subsidiaries, nor any director, officer, agent, employee
or other person acting on behalf of the Company or any subsidiary has, in the
course of his actions for, or on behalf of, the Company, used any corporate
funds for any unlawful contribution, gift, entertainment or other unlawful
expenses relating to political activity; made any direct or indirect unlawful
payment to any foreign or domestic government official or employee from
corporate funds; violated or is in violation of any provision of the U.S.
Foreign Corrupt Practices Act of 1977, as amended; or made any bribe, rebate,
payoff, influence payment, kickback or other unlawful payment to any foreign or
domestic government official or employee. Without limiting the generality of the
foregoing, the Company and its subsidiaries have not directly or indirectly made
or agreed to make (whether or not said payment is lawful) any payment to obtain,
sales other than usual and regular compensation to its or their employees and
sales representatives with respect to such sales.

        3.17 KEY EMPLOYEES. Each Key Employee is currently serving the Company
in the capacity disclosed in SCHEDULE 3.17. No Key Employee, to the best of the
knowledge of the Company and its subsidiaries, is, or is now expected to be, in
violation of any material term of any employment contract, confidentiality,
disclosure or proprietary information agreement, non-competition agreement, or
any other contract or agreement or any restrictive covenant, and the continued
employment of each Key Employee does not subject the Company or any of its
subsidiaries to any liability with respect to any of the foregoing matters. No
Key Employee has, to the best of the knowledge of the Company and its
subsidiaries, any intention to terminate or limit his employment with, or
services to, the Company or any of its subsidiaries, nor is any such Key
Employee subject to any constraints (e.g., litigation) which would cause such
employee to be unable to devote his full time and attention to such employment
or services.

        3.18 SOLVENCY. Immediately before and after giving effect to the
transactions contemplated by this Agreement, the Company (i) has not incurred
and does not intend to incur, or believe that it will incur, debts beyond its
ability to pay such debts as they become due, and (ii) owns and will have
assets, the fair saleable value of which is (a) greater than the total amount of
its liabilities (including contingent liabilities) and (b) greater than the
amount that will be required to pay the probable liabilities of its then
existing debts as they become absolute and matured.

        3.19 EXEMPTIONS. Neither the Company nor any Affiliate of the Company is
subject to regulation under the Public Utility Holding Company Act of 1935, the
Investment Company Act of 1940, the Interstate Commerce Act or the Federal Power
Act, or is subject to any legal requirement (other than legal requirements
applicable to borrowers or issuers of securities generally) which regulates the
incurring of Indebtedness by the Company, or any of its Affiliates, for money
borrowed or the issuing by any of them of any equity security.

        3.20 REGULATION D. The transactions contemplated hereby are exempt from
the registration requirements of the Securities Act by virtue of Regulation D,
assuming the accuracy of the representations and warranties herein contained of
the Purchaser to the extent relevant for such determination.

                                       12
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        3.21 NO BROKERS. The Company has taken no action which would give rise
to any claim by any person for brokerage commissions, finder's fees or similar
payments by the Purchaser or Company relating to this Agreement or the
transactions contemplated hereby other than the fee owed to Deutsche Banc Alex.
Brown Inc. pursuant to the agreement previously provided to Purchasers; the
payment amount and terms of which are disclosed in Schedule 3.21 hereto.

        3.22 ACKNOWLEDGMENT REGARDING PURCHASER'S PURCHASE OF THE SECURITIES.
The Company acknowledges and agrees that the Purchaser is acting independently
and is not acting as a financial advisor or fiduciary of the Company (or in any
similar capacity) with respect to this Agreement or the transactions
contemplated hereby, that this Agreement and the transaction contemplated
hereby, and the relationship between the Purchaser and the Company, are
"arms-length", and that any statement made by the Purchaser, or any of its
representatives or agents, in connection with this Agreement or the transactions
contemplated hereby is not advice or a recommendation, and has not been relied
upon in any way by the Company, its officers, directors or other
representatives. The Company further represents to the Purchaser that the
Company's decision to enter into this Agreement and the transactions
contemplated hereby has been based solely on an independent evaluation by the
Company and its representatives.

        3.23 EMPLOYEE BENEFITS. Neither the Company nor any affiliate of the
Company as determined under Code section 414(b), (c), (m) or (o) ("ERISA
AFFILIATE") maintains, administers or contributes to, or maintained,
administered or contributed to, or has any liability with respect to, nor do the
employees of the Company or any ERISA Affiliate receive or expect to receive as
a condition of employment, benefits pursuant to:

        (a)  any employee benefit plan (as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA")) ("PLAN"),
including, without limitation, any multiemployer plan as defined in Section
3(37) of ERISA ("MULTIEMPLOYER PLAN"); or

        (b)  any bonus, deferred compensation, performance compensation, stock
purchase, stock option, stock appreciation, severance, salary continuation,
vacation, sick leave, holiday pay, fringe benefit, personnel policy,
reimbursement program, incentive, insurance, welfare or similar plan, program,
policy or arrangement ("EMPLOYEE BENEFIT PLAN");

other than those Plans and Employee Benefit Plans described in SCHEDULE 3.23.
Except as required by section 4980B of the Code, neither the Company nor any
ERISA Affiliate has promised any former employee or other individual not
employed by the Company or any ERISA Affiliate medical or other benefit coverage
and neither the Company nor any ERISA Affiliate maintains or contributes to any
plan, program, policy or arrangement providing medical benefits, life insurance
or other welfare benefits to former employees, their spouses or dependents or
any other individual not employed by the Company or any ERISA Affiliate. All
Plans and Employee Benefit Plans and any related trust agreements or annuity
contracts (or any related trust instruments) comply with and are and have been
operated in accordance with each applicable provision of ERISA, the Code
(including, without limitation, the requirements, of Code section 401(a) to the
extent any Plan is intended to conform to that section), other Federal statutes,
state law (including, without limitation, state insurance law) and the
regulations and rules promulgated pursuant thereto or in connection therewith
except when the failure to so comply would not have

                                       13
<Page>

a Material Adverse Effect. A favorable determination as to the qualification
under the Code of each of the Plans that is intended to be qualified under
Section 401(a) of the Code and each amendment thereto has been made by the
Internal Revenue Service ("IRS"), each trust funding a Plan is and has been
tax-exempt and each Plan and related trust agreements remain qualified under the
Code. No Plan is a Multiemployer Plan subject to Title IV of ERISA. The bonus
plan adopted by the Company's compensation committee and the Board in October,
2001 has been amended in the manner set forth on Schedule 3.23.

        3.24 DISCLOSURE. No information relating to or concerning the Company
set forth in this Agreement or provided to the Purchaser by or on behalf of the
Company in connection with the transactions contemplated hereby contains an
untrue statement of a material fact or omits to state a material fact necessary
in order to make the statements made herein or therein, in light of the
circumstances under which they were made, not misleading. Except for the
execution and performance of this Agreement and the other Investment Agreements,
no material fact (within the meaning of the federal securities laws of the
United States) exists with respect to the Company or any of its subsidiaries
which has not been publicly disclosed.

                                   ARTICLE IV
                   LEGEND REMOVAL, TRANSFER, AND CERTAIN SALES

        4.1  REMOVAL OF LEGEND. The Legend shall be removed and the Company
shall issue a certificate without any legend to the holder of any Shares upon
which such Legend is stamped, and a certificate for Shares shall be originally
issued without the Legend if (a) the sale of such Security is registered under
the Securities Act, (b) such holder provides the Company with an opinion of
counsel, in form, substance and scope customary for opinions of counsel in
comparable transactions (the reasonable cost of which shall be borne by the
Company, so long as the Shares represented by such legended certificate(s) are
not registered on an effective Registration Statement which is available for
immediate use and all the Shares may be publicly sold or transferred in reliance
thereon) to the effect that a public sale or transfer of such Shares may be made
without registration under the Securities Act or (c) such Shares can be sold
pursuant to Rule 144.

        4.2  TRANSFER AGENT INSTRUCTIONS. The Company shall instruct its
transfer agent to issue certificates, registered in the name of the Purchaser or
its nominee, for the Note Shares and Warrant Shares in such amounts as specified
from time to time by the Purchaser to the Company upon, and in accordance with,
the exercise of either of the Warrants and the conversion of the Notes. Such
certificates shall bear a legend only in the form of the Legend and only to the
extent permitted by Section 4.1 above. The Company warrants that no instruction
other than such instructions referred to in this Article IV, and no stop
transfer instructions other than stop transfer instructions to give effect to
Section 2.6 hereof in the case of the Note Shares or Warrant Shares prior to
registration under the Securities Act, will be given by the Company to its
transfer agent and that the Securities shall otherwise be freely transferable on
the books and records of the Company.

                                       14
<Page>

                                   ARTICLE V
                 CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL

        5.1  CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL. The obligation of
the Company hereunder to issue and sell the Purchased Securities to a Purchaser
at Closing is subject to the satisfaction, as of the date of such Closing, of
each of the following conditions thereto, provided that these conditions are for
the Company's sole benefit and may be waived by the Company at any time in its
sole discretion:

        (a)  Each Purchaser shall have executed the signature page to this
Agreement and the Registration Rights Agreement and delivered the same to the
Company.

        (b)  Each Purchaser shall deliver the applicable Purchase Price for the
Notes and the Warrants purchased by it at Closing.

        (c)  The representations and warranties of each Purchaser shall be true
and correct as of the date when made and as of the Closing as though made at
that time, and each Purchaser shall have performed, satisfied and complied in
all material respects with the covenants and agreements required by this
Agreement to be performed or complied with by such Purchaser at or prior to the
Closing.

        (d)  No statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or endorsed by any
court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby which
restricts or prohibits the consummation of any of the transactions contemplated
by this Agreement.

                                   ARTICLE VI
                CONDITIONS TO PURCHASERS' OBLIGATION TO PURCHASE

        6.1  CONDITIONS TO THE CLOSING. The obligation of each Purchaser
hereunder to purchase the Purchased Securities to be purchased by it on the
Closing Date is subject to the satisfaction of each of the following conditions,
provided that these conditions are for the Purchaser's sole benefit and may be
waived by the Purchasers at any time in their sole discretion:

        (a)  The Company shall have executed the signature page to this
Agreement and delivered the same to the Purchaser.

        (b)  The Company shall have executed and delivered a duly executed Notes
and Warrants being so purchased by each Purchaser at the Closing.

        (c)  The Company shall have executed the signature page to the
Registration Rights Agreement and delivered the same to the Purchaser.

        (d)  The Company and each of its subsidiaries shall have executed and
delivered duly executed Security Agreements to which it is a party, and have
delivered all certificates and instruments to be delivered thereunder.

                                       15
<Page>

        (e)  The representations and warranties of the Company shall be true and
correct as of the date when made and as of the Closing as though made at that
time and the Company shall have performed, satisfied and complied with the
covenants and agreements required by this Agreement to be performed or complied
with by the Company at or prior to the Closing. The Purchasers shall have
received a certificate, executed by the Chief Executive Officer or Chief
Financial Officer of the Company, dated as of the Closing to the foregoing
effect and as to such other matters as may be reasonably requested by the
Purchaser.

        (f)  No statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or endorsed by any
court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby which
prohibits the consummation of any of the transactions contemplated by this
Agreement.

        (g)  The Company shall have delivered to Purchasers a certificate dated
as of the Closing and signed by the Company's Secretary certifying, among other
things, copies of the Board resolutions approving the transactions contemplated
by this Agreement and the Investment Agreements and the resolutions of the
boards of directors of the Company's subsidiaries as to their entry into the
Security Agreements to which they are a party, and true and correct copies of
the Company's and its subsidiary's Certificate of Incorporation and Bylaws.

        (h)  The Purchaser shall have received an opinion of the Company's
counsel, dated as of the Closing, in the form attached hereto as EXHIBIT F.

        (i)  The transactions contemplated by the Credit Agreement (as defined
herein) shall have been consummated.

        (j)  CLOSING FEE; EXPENSES. The Company shall pay at the Closing to
Wynnchurch Capital, Ltd. ("CAPITAL") (x) Fifty Thousand Dollars ($50,000.00) at
the Closing as a closing fee plus, plus (y) the expenses incurred by Purchasers
and its advisors in connection with the negotiation, preparation, execution, and
delivery of this Agreement and the other agreements and documents to be executed
in connection herewith, including Purchaser's and its affiliates' and advisors'
due diligence and attorneys' fees and expenses (the "EXPENSES").

        (k)  The Rights Redemption Notice shall have been irrevocably filed with
the Rights Agent (and following the Closing, the Company shall send the Rights
Redemption Notice to the holders of the Rights within the time period set forth
in the Rights Agreement).

        (l)  No event has occurred which constitutes an Event of Default (as
defined in the Note) or an event of default under any Indebtedness (as defined
herein) or which would constitute an Event of Default or an event of default
under any capitalized lease with notice or the passage of time or both which
have not been cured or waived to the satisfaction of such Purchasers.

                                       16
<Page>

                                  ARTICLE VII
                              ADDITIONAL COVENANTS

        7.1  EFFECT. Except as specifically provided below, the provisions of
this Article VII will remain in effect so long as at least One Million Dollars
($1,000,000) in aggregate principal amount of the Notes remain outstanding.

        7.2  DEFINITIONS. For purposes of this Article VII, the following terms
shall have the indicated meaning:

        (a)  "AFFILIATE" means (a) any officer, director or shareholder of the
Company or any of its subsidiaries, (b) any corporation or any other person or
entity that directly or indirectly, through one or more intermediaries, controls
or is controlled by or is under common control with the Company or any of its
subsidiaries or (c) any officer, director, trustee, partner or shareholder of
any corporation or any other person or entity that directly or indirectly,
through one or more intermediaries, controls or is controlled by or is under
common control with the Company or any of its subsidiaries.

        (b)  "CAPITAL EXPENDITURES" means, for any period, the sum for the
Credit Parties (determined on a consolidated basis without duplication in
accordance with GAAP) of the aggregate amount of expenditures made or
liabilities incurred during such period (including the aggregate amount of
Capital Lease Obligations incurred during such period) to acquire or construct
fixed assets, plant and equipment (including renewals, improvements and
replacements, but excluding repairs) computed in accordance with GAAP; PROVIDED
that such term shall not include any such expenditures in connection with any
replacement or repair of Property affected by a Casualty Event.

        (c)  "CAPITAL LEASE OBLIGATIONS" of any person means the obligations of
such person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

        (d)  "CASUALTY EVENT" means, with respect to any Property of any person,
any loss of or damage to, or any condemnation or other taking of, such Property
for which such person or any of its subsidiaries is entitled to receive
insurance proceeds, or proceeds of a condemnation award or other compensation.

        (e)  "COLLATERAL" means, collectively, all of the Property in which
Liens are purported to be granted under the Credit Agreement and under the other
Loan Documents (as defined in the Credit Agreement) as security for the
Obligations (as defined under the Credit Agreement) of the Credit Parties under
the Credit Agreement.

        (f)  "CREDIT AGREEMENT" means the Credit and Security Agreement dated as
of January 31, 2002 among, the Company, Service, Solutions, Midholding, and
Writers, as joint and several co-borrowers, and Fleet Capital Corporation, as
Lender as amended, extended or replaced in accordance with the terms of the
Subordination Agreement. If at any time there is no

                                       17
<Page>

Credit Agreement outstanding, the term "Credit Agreement" shall mean the Credit
Agreement in place immediately prior to its termination or expiration.

        (g)  "CREDIT PARTIES" means (i) until such time as any acquired or newly
created subsidiary of the Company or its subsidiaries shall become a Guarantor
of the Obligations under the Credit Agreement, the Company and its subsidiaries
as of the date hereof, and (ii) from and after such time as any acquired or
newly created subsidiary of the Company or any of its subsidiaries shall become
a Guarantor of the Obligations under the Credit Agreement, the Company, its
subsidiaries as of the date hereof and all Guarantors.

        (h)  "DISPOSITION" means any sale, assignment, transfer or other
disposition of any property (whether now owned or hereafter acquired) by any
Credit Party to any person other than to the Company and its subsidiaries as of
the date hereof excluding (a) the granting of Liens permitted under the Credit
Agreement and (b) any sale, assignment, transfer or other disposition of (i) any
property sold or disposed of in the ordinary course of business and on ordinary
business terms, (ii) any property no longer used or useful in the business of
the Credit Parties and (iii) any Collateral pursuant to an exercise of remedies
by the Lender under the Credit Agreement or under any other Loan Document.

        (i)  "EBITDA" means, for any period, (a) the net income of the Borrowers
and all wholly-owned Subsidiaries (determined on a consolidated basis without
duplication in accordance with GAAP) for such period, plus (b) to the extent
deducted in calculating net income (i) income taxes accrued during such period,
(ii) all interest in respect of Indebtedness accrued or paid during such period
(whether or not actually paid during such period), including (A) interest that
is capitalized and not paid in cash during such period, (B) capitalized debt
acquisition costs, (C) capitalized costs associated with the accounting
treatment of the Subordinated Debt Financing, (D) and amounts payable in respect
of Hedging Agreements accrued during such period excluding reimbursement of
legal fees and other similar transaction costs and excluding payments required
by reason of the early termination of Hedging Agreements in effect on the date
hereof, and (E) all fees, including letter of credit fees and expenses, (but
excluding reimbursement of legal fees) incurred hereunder during such period,
(iii) depreciation, amortization and other non-cash charges accrued for such
period and (iv) such extraordinary or unusual losses as shall be approved by the
Lender during such period, minus (c) to the extent such items were added in
calculating net income (i) extraordinary or unusual gains during such period and
(ii) proceeds received during such period in respect of Casualty Events and
Dispositions.

        (j)  "FIXED CHARGE COVERAGE RATIO" means, for any period, the ratio of
(a) (i) EBITDA of the Borrowers (as defined in the Credit Agreement) and all
subsidiaries for such period (determined on a consolidated basis without
duplication in accordance with GAAP) MINUS (ii) the aggregate amount of all
Non-Financed Capital Expenditures during such period MINUS (iii) the aggregate
amount paid, or required to be paid (without duplication), in cash in respect of
the current portion of all income taxes for such period MINUS (iv) the aggregate
amount of dividends and distributions permitted to be paid under Section 8.6 of
the Credit Agreement and actually paid in cash during such period to (b) the sum
for the Borrowers and all subsidiaries (determined on a consolidated basis
without duplication in accordance with GAAP), of (i) the aggregate amount of
Interest Expense for such period and (ii) the aggregate amount of regularly

                                       18
<Page>

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.

        (k)  "GAAP" means "generally accepted accounting principles in the
United States of America.

        (l)  "GUARANTEE" means a guarantee, an endorsement, a contingent
agreement to purchase or to furnish funds for the payment or maintenance of, or
otherwise to be or become contingently liable under or with respect to, the
Indebtedness, other obligations, net worth, working capital or earnings of any
person, or a guarantee of the payment of dividends or other distributions upon
the stock or equity interests of any person, or an agreement to purchase, sell
or lease (as lessee or lessor) property, products, materials, supplies or
services primarily for the purpose of enabling a debtor to make payment of such
debtor's obligations or an agreement to assure a creditor against loss, and
including causing a bank or other financial institution to issue a letter of
credit or other similar instrument for the benefit of another person, but
excluding endorsements for collection or deposit in the ordinary course of
business. The terms "GUARANTEE" and "GUARANTEED" used as a verb shall have a
correlative meaning. The amount of any Guarantee shall be deemed to be an amount
equal to the stated or determinable amount of the primary obligations in respect
of which such Guarantee is made unless the amount guaranteed is limited on the
face of such Guarantee or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof (assuming such person is required to
perform thereunder).

        (m)  "GUARANTORS" means any person, including, any subsidiary of the
Company or its subsidiaries acquired or formed after the Closing Date, which
become a guarantor of the Obligations under the Credit Agreement after the
Closing Date.

        (n)  "HEDGING AGREEMENT" means any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging arrangement.

        (o)  "INDEBTEDNESS" means, for any person, without duplication: (a)
obligations created, issued or incurred by such person for borrowed money
(whether by loan, advance, the issuance and sale of debt securities or the sale
of Property to another person subject to an understanding or agreement,
contingent or otherwise, to repurchase such Property from such person); (b)
obligations of such person to pay the deferred purchase or acquisition price of
Property or services, other than trade accounts payable (other than for borrowed
money) arising, and accrued expenses and deferred taxes incurred and paid, in
the ordinary course of business; (c) Capital Lease Obligations of such person;
(d) obligations of such person in respect of Hedging Agreements; and (e)
obligations of such person in respect of letters of credit or similar
instruments issued or accepted by banks and other financial institutions for the
account of such person. The Indebtedness of any person shall include the
Indebtedness of any other entity (including any partnership in which such person
is a general partner) to the extent such person is liable therefor as a result
of such person's ownership interest in or other relationship with such entity,
except to the extent the terms of such Indebtedness provide that such person is
not liable therefor.

                                       19
<Page>

        (p)  "INTEREST EXPENSE" means, for any period, the sum, without
duplication, for the Borrowers and all subsidiaries (determined on a
consolidated basis without duplication in accordance with GAAP), of the
following: (a) all interest in respect of Indebtedness accrued or paid during
such period (whether or not actually paid during such period), but excluding (i)
interest accrued with respect to the Notes that is capitalized and not paid in
cash, (ii) capitalized debt acquisition costs (including capitalized fees and
expenses related to this Agreement) and (iii) capitalized costs associated with
the accounting treatment of the sale of the Securities under this Agreement,
PLUS (b) the net amounts payable (or minus the net amounts receivable) in
respect of Hedging Agreements accrued during such period (whether or not
actually paid (or received) during such period) excluding reimbursement of legal
fees and other similar transaction costs and excluding payments required by
reason of the early termination of Hedging Agreements in effect on the date
hereof PLUS (c) all fees, including letter of credit fees and expenses, (but
excluding reimbursement of legal fees) incurred under the Credit Agreement
during such period.

        (q)  "INVESTMENT" means, for any person: (a) the acquisition (whether
for cash, Property, services or securities or otherwise) of capital stock,
bonds, notes, debentures, partnership, limited liability company or other
ownership interests or other securities of any other person or any agreement to
make any such acquisition (including any "short sale" or any sale of any
securities at a time when such securities are not owned by the person entering
into such short sale); (b) the making of any deposit with, or advance, loan or
other extension of credit to, any other person (including the purchase of
Property from another person subject to an understanding or agreement,
contingent or otherwise, to resell such Property to such person, but excluding
any such advance, loan or extension of credit representing the purchase price of
inventory or supplies sold by such person in the ordinary course of business
provided that in no event shall the term of any such inventory or supply
advance, loan or extension of credit exceed 180 days); or (c) the entering into
of any Guarantee of, or other contingent obligation with respect to,
Indebtedness or other liability of any other person and (without duplication)
any amount committed to be advanced, lent or extended to such person.
Notwithstanding the foregoing, Capital Expenditures shall not be deemed
"INVESTMENTS" for purposes hereof.

        (r)  "LENDER" means Fleet Capital Corporation or any other party which
becomes a lender under the Credit Agreement.

        (s)  "LIEN" means, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing), other than an operating lease, relating to such asset and (c) in the
case of securities, any purchase option, call or similar right of a third party
with respect to such securities.

        (t)  "NET CASH PAYMENTS" means,

                   (a)   with respect to any Casualty Event, the aggregate
             amount of cash proceeds of insurance, condemnation awards and other
             compensation received by the Credit Parties in respect of such
             Casualty Event net of (i) reasonable expenses

                                       20
<Page>

             incurred by the Credit Parties in connection therewith and (ii)
             contractually required repayments of Indebtedness to the extent
             secured by a Lien on such property and (iii) any income and
             transfer taxes payable by the Credit Parties in respect of such
             Casualty Event;

                   (b)   with respect to any Disposition, the aggregate amount
             of all cash payments received by the Credit Parties directly or
             indirectly in connection with such Disposition, whether at the time
             of such Disposition or after such Disposition under deferred
             payment arrangements or Investments entered into or received in
             connection with such Disposition, net of (i) the amount of any
             legal, title, transfer and recording tax expenses, commissions and
             other fees and expenses payable by the Credit Parties in connection
             therewith, (ii) any Federal, state and local income or other Taxes
             estimated to be payable by the Credit Parties as a result thereof,
             (iii) any repayments by the Credit Parties of Indebtedness to the
             extent that such Indebtedness is secured by a Lien on the property
             that is the subject of such Disposition and the transferee of (or
             holder of a Lien on) such property requires that such Indebtedness
             be repaid as a condition to the purchase of such property, and (iv)
             any repayments by the Credit Parties to minority stockholders if
             and to the extent permitted hereby; and

                   (c)   with respect to any incurrence of Indebtedness or
             offering of equity securities, the aggregate amount of all cash
             proceeds received by the Credit Parties therefrom less all legal,
             underwriting and similar fees and expenses incurred in connection
             therewith.

        (u)  "NON-FINANCED CAPITAL EXPENDITURES" means Capital Expenditures paid
in cash and not financed with Indebtedness for borrowed money; PROVIDED that
Capital Expenditures financed with the proceeds of Loans (as defined in the
Credit Agreement) shall be deemed to constitute "Non-Financed Capital
Expenditures" for purposes of this Agreement.

        (v)  "Permitted Investments" means:

                   (a)   direct obligations of, or obligations the principal of
             and interest on which are unconditionally guaranteed by, the United
             States of America (or by any agency thereof to the extent such
             obligations are backed by the full faith and credit of the United
             States of America), in each case maturing within one year from the
             date of acquisition thereof;

                   (b)   investments in commercial paper maturing within 270
             days from the date of acquisition thereof and having, at such date
             of acquisition, the highest credit rating obtainable from Standard
             and Poor's Ratings Service or from Moody's Investors Service, Inc.;

                   (c)   investments in certificates of deposit, banker's
             acceptances and time deposits maturing within 180 days from the
             date of acquisition thereof issued or guaranteed by or placed with,
             and money market deposit accounts issued or offered by, any
             domestic office of any commercial bank organized under the laws

                                       21
<Page>

             of the United States of America or any State thereof which has a
             combined capital and surplus and undivided profits of not less than
             $250,000,000;

                   (d)   fully collateralized repurchase agreements with a term
             of not more than 30 days for securities described in clause (a)
             above and entered into with a financial institution satisfying the
             criteria described in clause (c) above;

                   (e)   advances, loans and extensions of credit to any
             director, officer or employee of the Company or its subsidiaries,
             if the aggregate outstanding amount of all such advances, loans and
             extensions of credit (excluding travel advances in the ordinary
             course of business) does not at any time exceed $100,000; and

                   (f)   investments in money market mutual funds that are rated
             AAA by Standard & Poor's Rating Service.

        (w)  "PROPERTY" means any interest of any kind in property or assets,
whether real, personal or mixed, and whether tangible or intangible.

        (x)  "SUBORDINATED INDEBTEDNESS" means (a) Indebtedness of the Company
pursuant to the sale of the Notes hereunder, and (b) any other Indebtedness of
the Credit Parties incurred after the Closing Date with the consent of the
Lender that by its terms (or by the terms of the instrument under which it is
outstanding and to which appropriate reference is made in the instrument
evidencing such Subordinated Indebtedness) is made subordinate and junior in
right of payment to the Loans and to the other Obligations of the Credit Parties
by provisions in form and substance reasonably satisfactory to the Lender and
Special Counsel (as defined in the Credit Agreement).

        (y)  "TANGIBLE CAPITAL BASE" means, at any time, (a) Tangible Net Worth
PLUS (b) the outstanding principal balance of the Notes (including interest
accrued with respect to the Notes that had been capitalized and not paid in
cash).

        (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 Borrowers and all subsidiaries on a consolidated basis,
MINUS (b) the total book value of all assets of the Borrowers 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.

        7.3  USE OF PROCEEDS. The Company shall use the proceeds from the sale
of the Securities to refinance existing senior Indebtedness, for working capital
and general corporate purposes.

        7.4  FINANCIAL INFORMATION AND REPORTING. The Company shall cause to be
furnished to each Holder of at least Two Million Dollars ($2,000,000) in
principal amount of Notes or any holder of the Warrants exercisable into at
least two million (2,000,000) Shares (a "MAJOR HOLDER"):

                                       22
<Page>

        (a)  Within five (5) business days after the filing with the SEC, a copy
of its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, any proxy
statements and any Current Reports on Form 8-K, any filings made pursuant to the
Securities Act and any amendments of any of the foregoing (it being understood
that, should the Company no longer be required to file such reports, that the
Company shall provide the information specified in Sections 7.1(a) and (b) of
the Credit Agreement with such certificates required therein also addressed to
Purchasers); and (b) within three (3) day after release, copies of all press
releases issued by the Company or any of its subsidiaries;

        (b)  As soon as practicable and, in any event, within ninety (90) days
after the end of each of the Company's fiscal years, beginning with the fiscal
year ending December 31, 2001, a written statement of such Company's independent
certificated public accountant that in performing its audit such accountant has
not obtained knowledge of any Event of Default or disclosing all Events of
Default of which it has obtained knowledge;

        (c)  Together with the delivery of the Company's 10-Q and 10-K or such
other reports required to be delivered under this Agreement, a certificate of
the Company executed by an authorized officer of the Company stating whether any
Event of Default or any event which, with the passage of time or giving of
notice or both, would constitute such an Event of Default currently exists and
is continuing and what action, if any, the Company and/or any of its
subsidiaries is taking or propose to take with respect thereto;

        (d)  Within thirty (30) days after the end of each month, an unaudited
income statement and balance sheet for and as of the end of such month, in
reasonable detail, setting forth a comparison to the annual budget and
year-to-date statements, all in the form reasonably prepared for the internal
use of senior management of the Company as well as access to all other financial
reports provided to management, including so-called "ARC Corporate Dashboard",
"management dashboard", "Resources coming off Project", "Field Service Dashboard
Metrics", "Cashflow Forecast Daily Detail" and "run-off" reports;

        (e)  Within thirty (30) days after the commencement of each fiscal year,
an annual budget prepared on a monthly basis for the Company and its
subsidiaries for such fiscal year displaying anticipated statements of income
and cash flows, and promptly upon preparation thereof any other significant
budgets prepared by the Company and any revisions of such annual or other
budgets, and within thirty days after any monthly period in which there is a
material adverse deviation from the annual budget, an officer's certificate
explaining the deviation and what actions the Company has taken and proposes to
take with respect thereto;

        (f)  All other financial statements and reports as are required to be
delivered to the senior lenders under the Credit Agreement at the same time such
reports are delivered to such senior lenders; and

        (g)  Promptly (but in any event within five business days) after the
occurrence of a Material Adverse Effect or a prepayment event under the Note,
written notice thereof.

The Company further agrees to promptly provide to each Major Holder any
information with respect to the Company, its properties, its financial
condition, its business or a Purchaser's

                                       23
<Page>

investment (or to provide access to same) and to make available its officers,
employees and accountants to discuss the foregoing matters as a Major Holder may
reasonably request. Each Major Holder understands that some of the information
furnished to it pursuant to this Section 7.4 may not be available to the public,
and includes confidential information and agrees that it will make all
reasonable efforts to keep all information so furnished to it pursuant to this
Section 7.4 confidential and will make no use or disclosure to other persons of
such information until such information shall have become public; PROVIDED,
HOWEVER, that it shall not be precluded from making disclosure regarding such
information (i) to its counsel, accountants or other professional advisors, (ii)
to any lender to the Company, (iii) in connection with the enforcement of any
rights hereunder or under the Investment Agreements, (iv) as required by law or
applicable regulation or (v) to its members, managers and investment advisors,
to any parents or corporate affiliates or to any prospective purchaser of
Securities (so long as such person agrees to keep such information confidential
in accordance with this Section 7.4).

        7.5  AFFIRMATIVE COVENANTS. The Company shall do the following, unless
the Company receives the written consent of the holders of a majority in
principal amount of the Notes (the "REQUIRED NOTE HOLDERS") as to a waiver of
the covenant:

        (a)  CORPORATE EXISTENCE. The Company and each of its material
subsidiaries shall maintain and preserve their corporate existence, good
standing, certificates of authority, licenses, permits, franchises, patents,
trademarks, trade names, service marks, copyrights, leases and all other
contracts and rights necessary or desirable to continue their operations and
business as now conducted and will generally continue its existing lines of
business or such businesses as are substantially related to those being
presently conducted by the Company and its material subsidiaries.

        (b)  REPORTING STATUS. So long as the Purchaser beneficially owns any of
the Securities, the Company shall timely file all reports required to be filed
with the SEC pursuant to the Exchange Act, and the Company shall not terminate
its status as an issuer required to file reports under the Exchange Act even if
the Exchange Act or the rules and regulations thereunder would permit such
termination.

        (c)  TAXES AND LAWS. The Company and each of its subsidiaries will pay
when due all Taxes, including excise taxes and duty, assessments, charges and
levies imposed on the Company and each of its subsidiaries or any of their
income, profits, property or assets, or which they are required to withhold and
pay out, and will comply with all applicable present and future laws or
contractual obligations unless the Company or any of its affiliates is
contesting in good faith, by an appropriate proceeding, the validity, amount or
imposition of the above, subject to appropriate reserves, and such contest does
not have or cause a Material Adverse Effect or impair the Company or any of its
affiliates ability to perform any of its material obligations.

        (d)  REPAIR AND MAINTENANCE. The Company and each of its subsidiaries
will maintain all of their assets and properties in good condition and repair
and in proper working order, normal wear and tear excepted, and will pay and
discharge, or cause to be paid and discharged, when due, the cost of repairs,
replacement or maintenance to the foregoing and all rentals or mortgage payments
on the foregoing. Notwithstanding the foregoing, the Company may determine not
to repair and maintain certain of its asset(s) so long as such determination and

                                       24
<Page>

failure to repair and maintain such asset(s) shall not have a Material Adverse
Effect. The Company and each of its subsidiaries shall maintain insurance on its
properties and business with reputable insurance companies in amounts and
against risks s are customarily maintained by similar businesses.

        (e)  EMPLOYEE PLANS. The Company and each of its subsidiaries shall (i)
keep in full force and effect any and all Plans and Employee Benefit Plans which
are presently in existence or may, from time to time, come into existence under
ERISA, and not withdraw from any such Plans or Employee Benefit Plans, unless
such withdrawal can be effected or such Plans or Employee Benefit Plans can be
terminated without material liability to the Company and each of its
subsidiaries; (ii) make contributions to all of such Plans and Employee Benefit
Plans in a timely manner and in a sufficient amount to comply with the
requirements of ERISA, including the minimum funding standards of Section 302 of
ERISA; (iii) comply with all material requirements of ERISA which relate to such
Plans and Employee Benefit Plans; (iv) notify the Purchaser immediately upon
receipt by the Company or any of its subsidiaries of any notice concerning the
imposition of any withdrawal liability or of the institution of any proceeding
or other action which may result in the termination of any such Plans or
Employee Benefit Plans or the appointment of a trustee to administer such Plans
or Employee Benefit Plans; and (v) promptly advise the Purchaser of the
occurrence of any Reportable Event or Prohibited Transaction, as defined in
ERISA, that is not exempt by statute with respect to any such Plans and Employee
Benefit Plans.

        (f)  ENVIRONMENTAL MATTERS - INDEMNIFICATION. The Company and each of
its subsidiaries shall take or cause to be taken all actions to comply in all
material respects with the requirements of all Environmental Laws including all
filing and reporting requirements thereof. The Company hereby agrees to
indemnify, hold harmless and reimburse the Purchaser for any and all loss,
damage, expenses or costs of any kind or nature arising out of or incurred in
connection with any prior, existing or future violations by the Company and each
of its subsidiaries of any Environmental Laws.

        (g)  DIRECTORS OF THE COMPANY.

             (i)   Within five (5) days following the Closing Date, the Board
        shall appoint John A. Hatherly (as the designee of Wynnchurch Capital
        Partners, L.P.) and Frank G. Hayes (as the designee of Wynnchurch
        Capital Partners Canada, L.P.) to fill each of the vacancies currently
        on the Board and name one of such persons, as indicated by Purchasers,
        as a member of the Audit Committee and Compensation Committee of the
        Board.

             (ii)  At any time following the date hereof (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, Purchasers shall have the
        right to designate up to two additional members (for a total of up to
        four (4) members) for appointment to the Board, exercisable through
        written notice delivered to the Company (a "Director Request"). The
        Director Request shall set forth the number of additional directors to
        be appointed to the Board (one or two) and the name or names of

                                       25
<Page>

        the persons to serve as such directors, who shall meet the requirements
        of a Qualified Replacement (as defined herein). Upon receipt of a
        Director Request, the Company shall use its best efforts to cause the
        Board to increase the size of the Board by the number of members set
        forth in the Director Request, and to cause the Board to name the person
        or persons set forth in the Directors Request as members of the Board,
        within ten (10) days of the Company's receipt of a Directors Request.
        The persons named by Purchasers in clauses (i) or (ii) above are hereby
        referred to as, the "WYNNCHURCH DIRECTORS".

             (iii) 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. Such efforts shall include
        (x) nominating the Wynnchurch Directors, as nominees for the Board for
        election at each election of director where a Wynnchurch Director would
        stand for election or reelection (it being understood that the
        designation of the Wynnchurch Director who shall stand for such election
        or reelection shall be made on a timely basis, taking into account the
        dates of preparation and mailing of the Company's proxy statement with
        respect thereto); (y) recommending each Wynnchurch Director for election
        to the Board; and (z) using its best efforts to cause to be appointed a
        Qualified Replacement for a Wynnchurch Director selected by the
        Purchaser or Purchasers (or their designees) if such Wynnchurch Director
        resigns or otherwise ceases to serve on the Board (but these efforts
        shall not require the Company to hire a proxy solicitor). For avoidance
        of doubt, a Qualified Replacement for a Wynnchurch Director shall be
        deemed to be a Wynnchurch Director. The Company agrees that the right of
        either Purchaser or Purchasers (or their designees) to designate a
        director includes the right to appoint a Qualified Replacement for a
        Wynnchurch Director if such Wynnchurch Director ceases to be a member of
        the Board for any reason.

             (iv) In the event that (A) the persons described in clause (g)(i)
        in this section are not members of the Board or the Committees discussed
        in such clause within five days following the Closing Date; (B) a person
        designated in a Directors Request to become a Wynnchurch Director fails
        to become a member of the Board within ten (10) days following the
        making of such Directors Request; (C) if a person who is designated to
        be a Wynnchurch Director who is to be elected by a vote of the Company's
        shareholders fails to be so elected; or (D) the Company fails to
        recommend a Wynnchurch Director described in clause (C) above for
        election to the Board; or (E) a Qualified Replacement is not named to
        replace a Wynnchurch Director who resigns or otherwise ceases to serve
        on the Board within ten (10) days following the selection of such
        Qualified Replacement, it shall be considered a "DIRECTORS VIOLATION,"
        and a number of persons equal to the number of persons designated to be
        Wynnchurch Directors who fail to be members of the Board, and who shall
        be designated by the Purchasers (the "OBSERVERS") shall have the right
        to attend and observe all meetings of the Board and its Audit and
        Compensation Committees (which shall include the right to reasonably ask
        questions, comment and participate at such meetings). The Company shall
        notify the Observers of each meeting of the Board or the audit or
        compensation committees of the

                                       26
<Page>

        Board at the same time and in the same manner notice is given to other
        Board or committee members and the Company shall send to each Observer
        all notices and other correspondence and communications sent by the
        Company to members of the Board or such committees and notices of all
        action taken by the Board, or such committees.

             (v)   As used herein, "QUALIFIED REPLACEMENT" means (A) a person
        designated by the Purchaser who designated the person to be replaced (or
        by such Purchaser's designee) for which disclosures under Item 401(f) of
        Regulation S-K promulgated under the Securities Act (or any successor
        provision) for such person would not be required in the Company's SEC
        Documents, and who is consented to by the Company (which consent is not
        to be unreasonably withheld, delayed or conditioned) or (B) a person
        designated by the Purchaser who designated the person to be replaced who
        is reasonably agreed to by the Company.

             (vi)  The Wynnchurch Directors and Observers shall be reimbursed by
        the Company for all out-of-pocket expenses incurred in connection with
        attendance of meetings of the Board or such committees.

        (h)  CERTAIN FINANCIAL COVENANTS.

             (i)   TANGIBLE CAPITAL BASE. The Company and its subsidiaries shall
        (x) as of March 31, 2002, have a consolidated Tangible Capital Base of
        at least than $9,500,000 or (y) as of the end of any fiscal quarter
        commencing with the fiscal quarter ending June 30, 2002, have a
        consolidated Tangible Capital Base at least the sum of (A) $9,500,000
        PLUS (B) on a cumulative basis, 47.5% of positive consolidated net
        income (without reduction for losses) in each fiscal quarter ending
        after March 31, 2002.

             (ii)  FIXED CHARGE COVERAGE RATIO. The Fixed Charge Coverage Ratio
        of the Company and its subsidiaries shall at any time during any period
        set forth below be at least the ratio set opposite such period:

<Table>
<Caption>
                                                                   MINIMUM FIXED CHARGE
                                 PERIOD                                COVERAGE RATIO
          <S>                                                            <C>
          January 1, 2002 through June 30, 2002                             .95x
          January 1, 2002 through September 30, 2002                     1.1875x
          January 1, 2002 through December 31, 2002                      1.1875x
          Thereafter (on a rolling four quarters basis)                  1.1875x
</Table>

             (iii) EBITDA. The consolidated EBITDA of ARC and its Subsidiaries
        shall be at least $475,000 for the fiscal quarter ending March 31, 2002.

        (i)  COMPLIANCE CERTIFICATION. At the end of each quarter of the
Company's fiscal year, the Company shall deliver to each Purchaser a certificate
of the chief financial officer of the Company regarding compliance by the
Company with the covenants set forth herein and certifying that no default or
Event of Default under this Agreement, or default or Event of Default under the
Credit Agreement.

                                       27
<Page>

        (j)  NOTICES. As promptly as practicable, and in any event not later
than five business days after senior management of the Company becomes aware
thereof, the Company shall provide each Purchaser with written notice of any
breach by the Company of any provision of this Agreement, including this Article
VII or the Credit Agreement, any note representing Indebtedness or any of its
subsidiaries or the Notes or Warrants specifying the nature of such breach and
any actions proposed to be taken by the Company to cure such breach. The Company
shall also provide each Purchaser with the notices it is to provide to FCC
pursuant to Section 7.2 of the Credit Agreement at the same time it is required
to provide such notices to FCC thereunder.

        (k)  RIGHT OF FIRST REFUSAL. If the Company intends at any time to raise
debt or equity capital through a private offering or bank financing, or acquire
any business or entity (other than a publicly-traded company and other than in a
transaction where the consideration will include shares issued pursuant to a
registration statement) or dispose of any significant part of its business (a
"TRANSACTION"), the Company will give Capital a reasonable opportunity to make a
proposal to the Company to act as its financial advisor in connection with the
Transaction and in the case of a private offering of debt or equity a right of
first refusal on any proposal made by a placement agent or an investment banking
firm for which Capital is reasonably qualified. The Company will consider such
proposal in good faith, taking into account among all relevant matters, the
capabilities of Capital as described in its proposal. In any event, the Company
will consult with representatives of Purchasers in connection with the
exploration, consideration, analysis and execution of a Transaction.

        7.6  NEGATIVE COVENANTS. The Company shall not do the following unless
it receives the written consent of the Required Note Holders as to a waiver of
the covenant:

        (a)  SALES AND LIQUIDATION. Except as permitted in Section 8.4(c) of the
Credit Agreement, unless the Company exercises its option under Section 1.1(b)
of the Note, the Company shall not (a) liquidate, wind up or dissolve the
Company or any subsidiary, (b) sell, convey, or otherwise dispose of or encumber
a material portion of its property or business (in one or in a related series of
transactions), (c) merge with or into or consolidate with any other corporation
or other entity (other than a wholly-owned subsidiary corporation or the merger
of a subsidiary of the Company into the Company or another subsidiary of the
Company) or (d) enter into or effect any transaction or series of related
transactions in which more than forty percent (40%) of the voting power or
equity economic interest of the Company is disposed of other than the voting
power represented by the Securities, or otherwise suffer a Change of Control (as
defined in the Credit Agreement) (a "CHANGE OF CONTROL").

        (b)  INVESTMENTS AND LOANS. The Company shall not make any loans to or
investments in any person or entity, including any officer, director or
employee, except that the Company may make a loan to or invest in a wholly-owned
subsidiary of the Company.

        (c)  PREPAYMENT OR MODIFICATION OF INDEBTEDNESS; NEW INDEBTEDNESS. The
Company and each of its subsidiaries will not (i) prepay any Indebtedness except
as permitted under the Credit Agreement, (ii) enter into or modify any agreement
as a result of which the terms of payment of any Indebtedness are amended or
modified in a manner which would accelerate its payment, or (iii) enter into any
note or other arrangement which would result in, or otherwise

                                       28
<Page>

incur, Indebtedness in an amount in excess of One Hundred Thousand dollars
($100,000.00) other than in the case of this clause (iii), (w) the Indebtedness
being incurred pursuant to the existing Credit Agreement or any extension,
renewal or replacement thereof, provided that the aggregate principal amount of
Indebtedness thereunder or under any replacement shall not exceed $33,000,000,
(x) Indebtedness listed on Schedule 8.1 of the Credit Agreement (as of the date
hereof) that has been designated on such schedule as Indebtedness that will
remain outstanding following the funding of the initial Loans (as defined in the
Credit Agreement), and any extension, renewal, refunding or replacement of any
such Indebtedness that does not increase the principal amount thereof, (y)
Indebtedness permitted by Section 8.1(e) and (f) of the Credit Agreement, and
(z) Indebtedness used to prepay the Notes in full pursuant to Section 1.1 of the
Notes.

        (d)  TRANSACTIONS WITH AFFILIATES. The Company and each of its
subsidiaries will not enter into any agreement or arrangement, written or oral,
directly or indirectly, with an Affiliate, or provide services or sell goods to,
or for the benefit of, or pay or otherwise distribute monies, goods or other
valuable consideration to, an Affiliate, except (v) the Company may enter into a
loan agreement with its wholly owned subsidiaries, (w) upon terms determined by
the Board to be fair and reasonable and no less favorable to the Company and
each of its subsidiaries than terms in a comparable arm's length transaction
with an unaffiliated person or entity and except for existing intercompany debt,
(x) any Affiliate who is an individual may serve as a director, officer,
employee or consultant of the Company or any of its Subsidiaries, receive
reasonable compensation for his or her services in such capacity and benefit
from Permitted Investments to the extent specified in clause (e) of the
definition thereof; or (y) the Company or any of its Subsidiaries may engage in
and continue the transactions with or for the benefit of Affiliates which are
described in Schedule 8.7 of the Credit Agreement (as of the date hereof) or are
referred to in Section 8.6 of the Credit Agreement (as of the date hereof) (but
only to the extent specified in such section) and (z) transactions to which a
Purchaser is a party.

        (e)  GUARANTEES. Except as permitted under the Credit Agreement, the
Company and each of its subsidiaries shall not guarantee, assume, endorse or
otherwise, in any way, become directly or contingently liable in any manner with
respect to the obligations or liabilities of any other person or entity.

        (f)  CHANGE IN BUSINESS. The Company and each of its subsidiaries shall
not form or acquire any subsidiary (except as permitted in Section 8.4(a) or (c)
of the Credit Agreement), enter into any new business or make any material
change in their business objectives, purposes and operations.

        (g)  CAPITAL EXPENDITURES. The Company and each of its subsidiaries
shall not make or incur any capital expenditures (including incurring any
Capital Lease Obligations) in excess of (x) $600,000 at any time during the
fiscal quarter ending March 31, 2002, and (y) $2,500,000 at any time during any
fiscal year, commencing with the fiscal year ending December 31, 2002.

        (h)  LIMITATION OF AGREEMENTS. Except for the Subordination Agreement,
the Company will not, and will not permit any subsidiary to, enter into any
contract, or any amendment, modification, extension or supplement to any
existing contract, which contractually

                                       29
<Page>

prohibits the Company from paying interest on, or principal of, the Notes or
effecting the conversion of the Notes or exercise of the warrants.

        (i)  LIENS. The Company shall not create or suffer to exist any Lien
upon any of its property now owned or hereafter acquired, or acquire any
property upon any conditional sale or other title retention device or
arrangement or any purchase money security agreement other than may be permitted
under the Security Agreements or the Credit Agreement.

        (j)  AMENDMENT OF CONSTITUENT DOCUMENTS. The Company shall not amend its
Certificate of Incorporation or By-laws, and will cause its subsidiaries to not
amend their constituent documents.

        (k)  REDEMPTION OF EQUITY SECURITIES. The Company and its subsidiaries
shall not, nor shall they subject themselves to any obligation to, redeem,
repurchase or otherwise acquire any of the Company's or its subsidiaries' equity
interests or any securities convertible into or exchangeable for any of the
Company's equity interests, including the Common Stock ("EQUITY SECURITIES")
except as otherwise permitted in this Article VII.

        (l)  DIVIDENDS. Neither the Company nor any of its subsidiaries shall
declare or pay any dividend or other distribution on or in respect of any Equity
Security, other than dividends payable on Common Stock solely in shares of
Common Stock and dividends by a wholly owned direct or indirect subsidiary of
the Company which are ultimately paid to the Company.

        (m)  ISSUANCES. Neither the Company nor any of its subsidiaries shall
issue any Equity Securities, including securities convertible or exchangeable
(directly or indirectly) into Equity Securities or other securities (including
debt securities) having features substantially similar to that of Equity
Securities, provided, that the Company may issue Common Stock, so long as a
result of such issuance no person or group (as defined under the Exchange Act)
becomes the owner of in excess of 25% of the outstanding Common Stock.

        (n)  ACQUISITIONS. Neither the Company nor any of its subsidiaries shall
acquire (whether directly or through acquisition of stock, merger, consolidation
or otherwise, in one transaction or a series of related transactions) any
business or entity or any material portion of the assets thereof other than
Permitted Investments.

        (o)  MANAGEMENT EMPLOYMENT ARRANGEMENTS. Neither the Company nor any
subsidiary shall create any option or other plan, amend, or enter into any
arrangements regarding the employment of the Company's Key Employees, other than
the entry into arrangements or benefits generally available to all Company
employees.

        (p)  CERTAIN AMENDMENTS OF CREDIT AGREEMENT. Neither the Company nor any
of the other Credit Parties will enter into any amendment or modification
(including in any replacement) of the Credit Agreement that would require the
consent of the Subordinated Creditors (as defined in the Subordination
Agreement) pursuant to Section 9(a) or 9(b) of the Subordination Agreement.

        7.7  PREEMPTIVE RIGHTS.

                                       30
<Page>

        (a)  If the Company proposes to offer New Securities (as herein defined)
to any person at any time, the Company shall, before such offer, deliver to the
Purchasers an offer (the "NEW SECURITIES OFFER") to issue the New Securities to
them to the extent necessary to maintain such Purchaser's ownership percentage
of the Company on a fully-diluted basis, taking into account the Warrant Shares,
but excluding the Note Shares, upon the terms set forth in this Section 7.7, on
the same price and terms as to the third party. The New Securities Offer shall
state that the Company proposes to issue New Securities and specify their number
and terms (including purchase price); provided, however, Purchasers shall have
the rights to purchase New Securities for cash regardless of the proposed
consideration to be issued to such third party. The New Securities Offer shall
remain open and irrevocable for a period of thirty (30) business days from the
date of its delivery or five (5) business days if the New Securities are being
sold in a public offering (the "PREEMPTIVE PERIOD"). As used herein: (A) "NEW
SECURITIES" means all Equity Securities (as herein defined) other than (i)
shares of Common Stock, and options therefor, reserved for issuance or grant
under the Company's Stock Option Plan; (ii) the shares of Common Stock issuable
upon conversion of any shares of capital stock or equity outstanding on the date
of this Agreement; (iii) shares of any class of capital stock issued on a pro
rata basis to all holders of such class as a stock dividend or upon any stock
split or other subdivision of shares of capital stock; (iv) any shares of Common
Stock issued as consideration in any acquisition, approved by the Board, of all
or substantially all of the capital stock or assets of any other entity; and (v)
any shares of Common Stock issued as consideration in connection with a
Board-approved borrowing from an unaffiliated financial institution upon
customary terms; and (B) "EQUITY SECURITIES" means all shares of capital stock
of the Company, all securities convertible into or exchangeable for shares of
capital stock of the Company, and all options, warrants, and other rights to
purchase or otherwise acquire from the Company shares of such capital stock, or
securities convertible into or exchangeable for shares of such capital stock.

        (b)  Each Purchaser may accept the New Securities Offer by delivering to
the Company a notice (the "PURCHASE NOTICE") within the Preemptive Period. The
Purchase Notice shall state the number (the "PREEMPTIVE NUMBER") of New
Securities such Purchaser desires to purchase.

        (c)  The issuance of New Securities to the Purchaser(s) who delivered a
Purchase Notice shall be made on a business day, as designated by the Company,
not less than fifteen (15) and not more than forty (40) days after expiration of
the Preemptive Period on those terms and conditions of the New Securities Offer
not inconsistent with this Section provided, however, that if the New Securities
are issued in a public offering, the New Securities will be issued within three
(3) business days of the expiration of the Preemptive Period.

        (d)  If the number of New Securities exceeds the sum of all Preemptive
Numbers, the Company may issue such excess or any portion thereof on the terms
and conditions of the New Securities Offer to any person within ninety (90) days
after expiration of the Preemptive Period. If such issuance is not made within
such ninety (90) day period, the restrictions provided for in this Section shall
again become effective.

                                       31
<Page>

                                  ARTICLE VIII
                          GOVERNING LAW; MISCELLANEOUS

        8.1  GOVERNING LAW; JURISDICTION. This Agreement 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. The parties hereto
irrevocably consent to the jurisdiction of the United States federal courts
located in the State of Illinois and the State Courts in the County of Cook in
the State of Illinois in any suit or proceeding based on or arising under this
Agreement or the transactions contemplated hereby and irrevocably agree that all
claims in respect of such suit or proceeding may be determined in such courts.
The Company irrevocably waives the defense of an inconvenient forum to the
maintenance of such suit or proceeding. The Company further agrees that service
of process upon the Company mailed by the first class mail shall be deemed in
every respect effective service of process upon the Company in any suit or
proceeding arising hereunder. Nothing herein shall affect the Purchaser's right
to serve process in any other manner permitted by law. The parties hereto agree
that a final non-appealable 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.

        8.2  COUNTERPARTS. This Agreement may be executed in two or more
counterparts, including, without limitation, by facsimile transmission, all of
which counterparts shall be considered one and the same agreement and shall
become effective when counterparts have been signed by each party and delivered
to the other party. In the event any signature page is delivered by facsimile
transmission, the party using such means of delivery shall cause additional
original executed signature pages to be promptly delivered to the other parties.

        8.3  CONSTRUCTION. The headings of this Agreement are for convenience of
reference and shall not form part of, or affect the interpretation of, this
Agreement. When used in this Agreement, the word "INCLUDING" means "including,
without limitation, and the word "PERSON" means any natural person, corporation,
limited liability company, trust, joint venture, association, company,
governmental authority, or other entity.

        8.4  SEVERABILITY. If any provision of this Agreement shall be invalid
or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement or
the validity or enforceability of this Agreement in any other jurisdiction.

        8.5  SCOPE OF AGREEMENT; AMENDMENTS. This Agreement and the documents
and instruments referenced herein contain the entire understanding of the
parties with respect to the matters covered herein and therein and supercedes
any prior oral or written understandings with respect thereto (including that
certain Commitment Letter between the parties hereto dated December 24, 2001)
and, except as specifically set forth herein, the parties make no
representation, warranty, covenant or undertaking with respect to the
transactions contemplated hereby. No provision of this Agreement may be waived
other than by an instrument in writing signed by the party to be charged with
enforcement and no provision of this Agreement may be amended other than by an
instrument in writing signed by the Company and the Required Note Holders.

                                       32
<Page>

        8.6  NOTICE. Any notice herein required or permitted to be given shall
be in writing and may be personally served or delivered by courier or by
facsimile-machine confirmed telecopy, and shall be deemed delivered at the time
and date of receipt (which shall include telephone line facsimile transmission).
The addresses for such communications shall be:

                     If to the Company:

                     Alternative Resources Corporation
                     600 Hart Road, Suite 300
                     Barrington, Illinois 60010
                     Telecopy:  (847) 381-6604
                     Attention:  Steven Purcell, Chief Financial Officer

                     a copy to:
                     McDermott, Will & Emery
                     227 West Monroe Street
                     Chicago, Illinois 60606
                     Telecopy:  (312) 984-7700
                     Attention:  Neal J. White

                     If to either Purchaser:

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

                     With a copy to:

                     Altheimer & Gray
                     10 South Wacker Drive, Suite 4000
                     Chicago, Illinois 60606
                     Telecopy:  (312) 715-4800
                     Attention:  Mark T. Kindelin

Each party shall provide notice to the other party of any change in address.

        8.7  SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties and their successors and assigns. Neither
the Company nor either Purchaser shall assign this Agreement or any rights or
obligations hereunder without the prior written consent of the other, which, in
the case of any consent required of the Company, shall not be unreasonably
withheld. Notwithstanding the foregoing, either Purchaser may assign its rights
and obligations hereunder and may transfer any or all of its Securities to any
of its "affiliates", as that term is defined under the Exchange Act, without the
consent of the Company so long as such affiliate is an accredited investor. This
provision shall not limit a Purchaser's right to transfer the Securities
pursuant to the terms of this Agreement.

                                       33
<Page>

        8.8  THIRD PARTY BENEFICIARIES. This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns and is not for the benefit of, nor may any provision hereof be enforced
or relied upon by any other person.

        8.9  SURVIVAL. The representations, warranties, agreements and covenants
of the Company in this Agreement shall survive until the fifth (5th) anniversary
of the Closing hereunder notwithstanding any due diligence investigation
conducted by or on behalf of the Purchaser. The Company agrees to indemnify and
hold harmless the Purchasers and each of their officers, directors,
shareholders, members, employees, partners, agents and affiliates and any direct
or indirect investors, shareholders, officers, directors, agents, partners,
employees, members, agents or affiliates of any of the foregoing for loss or
damage arising as a result of or related to (a) any breach by the Company of any
of its representations or covenants set forth herein or the unenforceability or
invalidity of any provision of any of the Investment Agreements, or (b) any
cause of action, suit or claim brought or made against such indemnitee (other
than directly by the Company solely for breach of this Agreement, the Warrants,
the Notes or the Registration Rights Agreement by the indemnitee or by
governmental or regulatory authorities), and arising out of or resulting from
(whether in whole or in part) the execution, delivery, performance or
enforcement of this Agreement or any other Investment Agreements or any other
instrument, document or agreement executed pursuant hereto or thereto or
contemplated hereby or thereby (including the acquisition of the Convertible
Securities, the Warrants, the Convertible Shares, and/or the Warrant Shares),
any transaction financed or to be financed in whole or in part, directly or
indirectly, with the proceeds of the issuance of the Securities or the status of
the Purchaser as an investor in the Company, except to the extent that such
actual loss or damage directly results from a breach by such indemnitee of this
Agreement, the Warrants, the Notes or the Registration Rights Agreement or from
a violation of law. The right to indemnification shall include the right to
advancement of expenses as they are incurred.

        8.10 PUBLIC FILINGS; PUBLICITY. Immediately following execution of this
Agreement, the Company shall issue a press release with respect to the
transactions contemplated hereby. The Company and the Purchaser shall have the
right to approve before issuance any press releases (including the foregoing
press release), SEC or other filings, or any other public statements, with
respect to the transactions contemplated hereby; provided, however, that either
Purchaser, on the one hand, or the Company, on the other hand, shall be
entitled, without the prior approval of the other party, to make any press
release or SEC or exchange filings with respect to such transactions as is
required by applicable law and regulations (although such party making such
release or filing shall (to the extent time permits) consult with the other
party in connection with any such press release or filing prior to its release
and shall be provided with a copy thereof).

        8.11 FURTHER ASSURANCES. Each party shall do and perform, or cause to be
done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

        8.12 REMEDIES. No provision of this Agreement providing for any remedy
to the Purchaser shall limit any remedy which would otherwise be available to
the Purchaser at law or

                                       34
<Page>

in equity. Nothing in this Agreement shall limit any rights the Purchaser may
have with any applicable federal or state securities laws with respect to the
investment contemplated hereby.

        8.13 SPECIFIC PERFORMANCE. The Company agrees and acknowledges that any
violation or breach of its covenants, agreements and undertakings contained in
this Agreement or in the other Investment Documents shall cause Purchasers'
irreversible injury and, in addition to any other right or remedy available to a
party at law or in equity, a Purchaser shall be entitled to enforcement by court
injunction for specific performance of the obligations of the other party
hereunder. Notwithstanding the foregoing sentence, nothing herein shall be
construed as prohibiting a party from also pursuing any other rights, remedies
or defenses, for such breach or threatened breach, including receiving damages
and attorneys' fees. The election of any remedy shall not be construed as a
waiver on the part of any party of any rights such party might otherwise have at
law or in equity. Said rights and remedies shall be cumulative.

        8.14 WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE
LAW WHICH CANNOT BE WAIVED, EACH OF THE COMPANY AND PURCHASERS 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
AGREEMENT OR ANY OTHER INVESTMENT AGREEMENT OR THE SUBJECT MATTER HEREOF OR
THEREOF OR ANY OBLIGATION HEREUNDER OR THEREUNDER OR IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE HOLDERS OF SECURITIES 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 PURCHASERS AND THE COMPANY ACKNOWLEDGES THAT THE PROVISIONS
OF THIS SECTION 8.14 CONSTITUTE A MATERIAL INDUCEMENT UPON WHICH EACH OF
PURCHASERS AND THE COMPANY HAVE RELIED, ARE RELYING AND WILL RELY IN ENTERING
INTO THIS AGREEMENT, AND EACH OF THE RELATED AGREEMENTS. Purchasers or the
Company may file an original counterpart or a copy of this Section 8.14 with any
court as written evidence of the consent of the parties hereto to the waiver of
their respective right to trial by jury.

        8.15 WAIVER OF USURY DEFENSE. To the extent permitted by applicable law,
the Company agrees that it will not assert, plead (as a defense or otherwise) or
in any manner whatsoever claim (and will actively resist any attempt to compel
it to assert, plead or claim) in any action, suit or proceeding that the
effective interest rate on the Notes violates present or future usury or other
laws relating to the interest payable on any indebtedness and will not otherwise
avail itself (and will actively resist any attempt to compel it to avail itself)
of the benefits or advantages of any such laws.

        8.16 DIRECTLY OR INDIRECTLY. Where any provision in this Agreement
refers to action to be taken by any person, or which such person is prohibited
from taking, such provision shall be applicable whether the action in question
is taken directly or indirectly by such person.

                                      # # #

                                       35
<Page>

        IN WITNESS WHEREOF, the undersigned Purchasers and the Company have
caused this Securities Purchase Agreement to be duly executed as of the date
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 Management Inc., its general partner


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


WYNNCHURCH CAPITAL PARTNERS CANADA, L.P.

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


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

                                       36
<Page>

                          SECURITIES PURCHASE AGREEMENT
                       SCHEDULE OF EXHIBITS AND SCHEDULES

EXHIBITS          [Omitted]

SCHEDULES         [Omitted]

                                       37
<Page>

                                     ANNEX A

<Table>
<Caption>
                           Principal Amount of Notes         # B-1 Warrant Shares       # B-2 Warrant Shares

<S>                                <C>                           <C>                         <C>
Wynnchurch Capital                 $4,920,208                    4,920,208                    492,021
  Partners, L.P.
Wynnchurch Capital                 $5,079,792                    5,079,792                    507,979
  Partners Canada, L.P.            ----------                    ---------                    -------
                                  $10,000,000                   10,000,000                  1,000,000
</Table>

                                       38


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>arc804exc.txt
<DESCRIPTION>EXHIBIT C
<TEXT>
                                                                     EXHIBIT C

        The following information is provided pursuant to Treas. Reg. 1.1275-3.

        This draft instrument is issued with original issue discount. Steven
        Purcell as representative of the issuer will make available upon request
        to the holder(s) of this debt instrument the following information:
        issue price, amount of original issue discount, issue date, and yield to
        maturity.

        THE SECURITIES REPRESENTED BY THIS NOTE 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.

        This Note is subject to an Intercreditor and Subordination Agreement
        dated as of January 31, 2002 among Wynnchurch Capital Partners, L.P.,
        Wynnchurch Capital Partners Canada, L.P., Alternative Resources
        Corporation, ARC Service, Inc., ARC Solutions, Inc., ARC Midholding,
        Inc., Writers, Inc. and Fleet Capital Corporation (the "SUBORDINATION
        AGREEMENT"), a copy of which is available from Alternative Resources
        Corporation which, among other things, subordinates the makers's
        obligations to the payee to the maker's obligations to the holders of
        Senior Obligations as defined in said Agreement. By the receipt hereof,
        the holder of this Note agrees to be bound by the terms of the
        Subordination Agreement as if it were a party thereto.

             SENIOR SUBORDINATED SECURED CONVERTIBLE PROMISSORY NOTE

                                                               Chicago, Illinois

$4,920,208                                                      January 31, 2002

        FOR VALUE RECEIVED, Alternative Resources Corporation, a Delaware
corporation, (hereinafter called the "COMPANY"), hereby promises to pay in
lawful currency of the United States of America to the order of Wynnchurch
Capital Partners, L.P. or its registered assigns or transferees of all or any
portion hereof (each a "HOLDER") at 150 Field Drive, Suite 165, Lake Forest,
Illinois, 60045, or at such other location as any Holder shall direct as to
payment to be

<Page>

received by such Holder, the aggregate principal amount of Four Million Nine
Hundred Twenty Thousand Two Hundred Eight Dollars ($4,920,208.00) on January 31,
2009 (the "SCHEDULED MATURITY DATE"). This Senior Subordinated Secured
Promissory Note ("NOTE") is issued and delivered by the Company pursuant to a
Securities Purchase Agreement of the Company of even date herewith (the
"SECURITIES PURCHASE AGREEMENT") and the Holder is subject to the terms of and
entitled to the benefits thereunder. Capitalized terms used but not defined
herein shall have the meanings set forth in the Securities Purchase Agreement.
This Note is one of several notes issued by the Company pursuant to the
Securities Purchase Agreement on substantially same terms and conditions set
forth herein (all such notes, including the Note, the "NOTES" and the holders of
the Notes from time to time, including the Holder, the "HOLDERS").

        Subject to the following sentence and the following paragraph, the
unpaid principal amount from time to time outstanding (including any Deferred
Components (as defined herein)) shall bear interest from the date of this Note
at the annual rate of 15% per annum (the "INTEREST RATE"), payable in arrears on
each April 30, July 31, October 31 and January 30 (unless such day is not a
business day, in which event on the next succeeding business day) (each, an
"INTEREST PAYMENT DATE") until payment in full of the principal amount, interest
and all other payment obligations arising hereunder have been fully paid.
Notwithstanding the prior sentence, with respect to interest due on the Notes on
Interest Payment Dates occurring on or prior to January 30, 2006 (the "DEFERRED
INTEREST PAYMENT DATES") the Company may, through written notice delivered to
each of the Holders at least fifteen (15) days prior to such Deferred Interest
Payment Date (which shall set forth the amount of the Deferred Component) and
subject to the following sentence, elect to capitalize up to one-half (1/2) the
amount of any interest payment due on such Deferred Interest Payment Date (the
"DEFERRED COMPONENT") in lieu of payment of the Deferred Component on the
Interest Payment Date, and the Deferred Component shall be deemed additional
principal with respect to this Note. The Company may only elect to take a
Deferred Component so long as (x) there are no past due amounts owed under this
Note and (y) the Company timely pays the entire remaining amount of interest
owed on such Deferred Interest Payment Date.

        Past due amounts (including interest, to the extent permitted by law),
as well as this Note, so long as an Event of Default, (as defined herein) is
continuing, will also accrue interest at the lesser of (a) the Interest Rate
plus 3% per annum and (b) the maximum rate permitted by applicable law ("DEFAULT
INTEREST"), and will be payable on demand. So long as a Directors Violation has
occurred and is continuing, this Note will accrue interest at the Default
Interest rate. Interest on this Note will be calculated on the basis of a
360-day year. All payments under this Note shall be made by wire transfer of
immediately available funds in currency of the United States of America to such
accounts as the Holder shall hereafter give to the Company by written notice
made in accordance with the provisions of this Note.

        All payments hereunder shall, except as required by applicable law, be
made without setoff, deduction or counterclaim, free and clear of all taxes
(other than taxes imposed on the net income of Holder or Holders or franchise
taxes), levies, imports, duties, fees and charges, and without any withholding,
restriction or conditions imposed by any governmental authority. If the Company
is required by law to deduct any such amounts from or in respect of any sum
payable hereunder to Holder, then the sum payable hereunder shall be increased
as may be necessary so

                                      - 2 -
<Page>

that, after making all required deductions, Holder receives an amount equal to
the sum it would have received had no such deductions been made.

        The indebtedness due under the Note is guaranteed and secured by the
Security Agreements (as defined in the Securities Purchase Agreement), subject,
however, to the terms and provisions of the Subordination Agreement.

                                    ARTICLE I
                                   PREPAYMENT

        1.1    PREPAYMENT.

               (a)   OPTIONAL PREPAYMENT. The Company may prepay ("PREPAY" or
"PREPAYMENT") all or any portion (so long as at least $1,000,000 of the Notes
are Prepaid and, if the Notes are not Prepaid in full, at least $2,500,000 in
principal amount of the Notes remain outstanding following such Prepayment) of
the principal amount of the Notes at a Prepayment Amount (as defined below) at
any time following the second anniversary of the date of this Note for any
reason or no reason, if a Prepayment Notice has been delivered in accordance
with Section 1.2 and all of the other terms of this Article I are satisfied
(such Prepayment to be deemed an "OPTIONAL PREPAYMENT").

               (b)   PREPAYMENT IN CONNECTION WITH A MAJOR TRANSACTION. The
Company may Prepay all (but not less than all) of the outstanding principal
amount of the Notes at a Prepayment Amount (as defined below) at any time prior
to the second anniversary of the date of this Note, but only in connection with
the consummation of a Major Transaction (as defined herein), if a Prepayment
Notice has been delivered in accordance with Section 1.2, the Prepayment occurs
at or immediately prior to the consummation of the Major Transaction, and all of
the other terms of this Article I are satisfied (such Prepayment to be deemed a
"TRANSACTION PREPAYMENT").

               (c)   CALCULATION OF PREPAYMENT AMOUNT.

                     (i)   In the case of an Optional Prepayment, the
               "PREPAYMENT AMOUNT" shall be (x) the outstanding principal amount
               of the Notes being Prepaid by the Company, subject to the
               provisions of Section 1.2(a), plus (y) all accrued and unpaid
               interest on the outstanding principal amount of the Notes being
               Prepaid by the Company through the Effective Date of Prepayment,
               plus (z) all unpaid costs and other obligations arising under the
               Notes and the Security Agreements.

                     (ii)  In the case of a Transaction  Prepayment,  the
               "PREPAYMENT AMOUNT" shall equal (x) the Principal Repayment Price
               (as defined herein), plus (y) all accrued and unpaid interest
               under the Notes through the Effective Date of Prepayment, plus
               (z) all unpaid costs and other obligations arising under the
               Notes and the Security Agreements. The "PRINCIPAL REPAYMENT
               PRICE" for this Note shall mean (x) if the Prepayment is made
               prior to the first anniversary of the date hereof, One Hundred
               Fifteen Percent (115%) of the then outstanding principal amount
               of this Note, and (y) if the Prepayment is made on or after the
               first anniversary of the date hereof, but prior to the second
               anniversary of the date

                                      - 3 -
<Page>

               hereof, One Hundred Twenty Percent (120%)of the then outstanding
               principal amount of this Note.

        1.2    PREPAYMENT NOTICE AND PAYMENT. The Company shall effect any
Prepayment under this Article I by (x) giving written notice (the "PREPAYMENT
NOTICE") of the aggregate Prepayment Amount as well as the Prepayment Amount
with respect to such Note, and specifying the Effective Date of Prepayment to
Holders at the address and facsimile number of such Holder appearing in the
Company's register for the Notes and (y) paying the entire Prepayment Amount
with respect to such Note, by wire transfer of immediately available funds to an
account or accounts designated by the Holders, on or before the Effective Date
of Prepayment. The Prepayment Notice must be delivered on a business day not
less than ten (10) days (or in the case of a Major Transaction, 30 days) prior
to the date on which such Prepayment is to become effective (the "EFFECTIVE DATE
OF PREPAYMENT") provided, however, that the Effective Date of Prepayment and the
Prepayment may be conditioned upon the closing of a financing transaction, the
closing of a Major Transaction or the approval of the Lender to the Credit
Agreement to the Prepayment (and any such conditions shall be set forth in the
Prepayment Notice) and the Company shall use all reasonable efforts to remove
such conditions by at least two (2) business days prior to the Effective Date of
Repayment and notify Holder as to the status of such conditions.

        1.3    APPLICATION OF PREPAYMENT. Prepayment Amounts shall (i) first be
applied against accrued and unpaid interest (ii) second, applied against unpaid
costs and other obligations arising under this Note and the Security Agreements,
and (iii) third, applied to the principal amount of this Note. Neither the
issuance of a Prepayment Notice nor compliance with Section 1.4 hereof shall
affect a Holder's right to convert the Note in accordance with Article III
hereof.

        1.4    EFFECTIVENESS OF PREPAYMENT. Until the entire outstanding
principal amount of the Notes and all accrued and unpaid interest under the
Notes, are paid with respect to the Notes, the Notes shall be deemed to remain
outstanding, and the Holders shall retain all rights under this Note and the
Security Agreements, including its rights with respect to conversion pursuant to
Article III hereunder.

        1.5    CONVERSION FOLLOWING REPAYMENT. Notwithstanding any implication
to the contrary by section 1.4 hereof, a Holder may, at its option, by (x)
notice to the Company within forty-five (45) days following the date of the
Effective Date of Prepayment where all or a portion of this Note was Prepaid
(other than with respect to a Prepayment made in connection with a Major
Transaction) and (y) delivery of the Prepayment Amount received by it, have the
Prepayment Amount converted into Note Shares in accordance with Sections 3.3
through 3.7 of this Note as if Holder had converted such Prepayment Amount of
this Note on the business day before the Effective Date of Prepayment, and the
Company shall so convert this Note, and such conversion shall be deemed to occur
one day prior to such Effective Date of Prepayment.

                                      - 4 -
<Page>

                                   ARTICLE II
                               CERTAIN DEFINITIONS

        2.1    The following terms shall have the following meanings:

               (a)   "BANKRUPTCY EVENT" shall mean any one or more of the
following: (i) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking liquidation, reorganization or other relief in
respect of any Credit Party (as defined in the Credit Agreement) or its debts,
or of a substantial part of its assets, under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect;
(ii) an involuntary proceeding shall be commenced or an involuntary petition
shall be filed seeking the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for any Credit Party or for a
substantial part of its assets, and, in any such case, such proceeding or
petition shall continue undismissed for 60 days or an order or decree approving
or ordering any of the foregoing shall be entered; (iii) any Credit Party shall
(u) voluntarily commence any proceeding or file any petition seeking
liquidation, reorganization or other relief under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect,
(v) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or petition described in clause (i) or (ii)
of this definition, (w) apply for or consent to the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for any Credit
Party or for a substantial part of its assets, (x) file an answer admitting the
material allegations of a petition filed against it in any such proceeding, (y)
make a general assignment for the benefit of creditors or (z) take any action
for the purpose of effecting any of the foregoing; (iv) any Credit Party shall
admit in writing that it is unable to pay its debts as they become due; or (v) a
final judgment or judgments for the payment of money (A) in excess of $500,000
in the aggregate (exclusive of judgment amounts fully covered by insurance where
the insurer has admitted liability in respect of such judgment) or (B) in excess
of $1,000,000 in the aggregate (regardless of insurance coverage), shall be
rendered by one or more courts, administrative tribunals or other bodies having
jurisdiction against any Credit Party and the same shall not be discharged (or
provision shall not be made for such discharge), bonded, or a stay of execution
thereof shall not be procured, within 60 days from the date of entry thereof and
the relevant Credit Party shall not, within said period of 60 days, or such
longer period during which execution of the same shall have been stayed, appeal
therefrom and cause the execution thereof to be stayed during such appeal;

               (b)   "CHANGE OF CONTROL" have the meaning set forth in the
Securities Purchase Agreement.

               (c)   "CLOSING BID PRICE" means, for any security as of any date,
the closing bid price of such security on the principal securities exchange or
trading market where such security is listed or traded as reported by Bloomberg
Financial Markets or a comparable reporting service of national reputation
selected by the Company and reasonably acceptable to Holders of a majority of
the aggregate principal amount represented by the then outstanding Notes (with
the consent of the Initial Holder so long as the Initial Holder continues to own
Notes) ("MAJORITY HOLDERS") if Bloomberg Financial Markets is not then reporting
closing bid prices of such security (collectively, "BLOOMBERG"), or if the
foregoing does not apply, the last reported sale price of such security in the
over-the-counter market on the electronic bulletin board of such

                                      - 5 -
<Page>

security as reported by Bloomberg, or, if no sale price is reported for such
security by Bloomberg, the average of the bid prices of any market makers for
such security as reported in the "pink sheets" by the National Quotation Bureau,
Inc. If the Closing Bid Price cannot be calculated for such security on such
date on any of the foregoing bases, the Closing Bid Price of such security on
such date shall be the fair market value as reasonably determined by an
investment banking firm selected by the Majority Holders and reasonably
acceptable to the Company, with the costs of such determination to be borne by
the Company.

               (d)   "CONVERSION" means conversion of all or a portion of the
obligation arising under this Note, including all unpaid principal, interest,
premiums, penalties (including Default Interest) or any other payment
obligations arising under this Note, into shares of Common Stock.

               (e)   "CONVERSION DATE" means, for any Conversion, the date
specified in the Notice of Conversion, or if no date is specified therein, the
date the Notice of Conversion is faxed or otherwise delivered to the Company;
PROVIDED, HOWEVER, that the Conversion Date shall not be prior to the date of
delivery of the Notice of Conversion and any Notice of Conversion delivered to
the Company on a day which is not a business day shall be deemed delivered as of
the next following business day.

               (f)   "CONVERSION PRICE" means $2.50, subject to adjustments as
set forth in Article VI hereof.

               (g)   "MARKET PRICE" means the average of the Closing Bid Prices
for the Common Stock during the 10 consecutive trading days preceding, but not
including the determination date; provided, however, that in the case of a
calculation of Market Price made in connection with a public offering of
securities for purposes of Section 6.3 hereof the Market Price shall be the
closing bid price of the Common Stock on the day of pricing of such public
offering.

                                   ARTICLE III
                                   CONVERSION

        3.1    OPTIONAL CONVERSION. Each Holder may, at any time and from time
to time, so long as any principal amount is outstanding hereunder, elect to
convert all or any portion (so long as such portion is the lesser of (i) at
least One Million Dollars ($1,000,000) of the remaining outstanding principal
amount of this Note or (ii) the remaining outstanding principal amount of this
Note) of the obligations due under this Note (the "CONVERSION PORTION") into
fully paid and nonassessable shares of Common Stock that is equal to that
portion of the obligations to be converted divided by the Conversion Price in
accordance with this Article III (such shares of Common Stock, "NOTE SHARES").

        3.2    MECHANICS OF CONVERSION. In order to effect a Conversion, the
Holder (the "CONVERTING HOLDER") shall fax (or otherwise deliver) a copy of the
fully executed Notice of Conversion substantially in the form of EXHIBIT A (the
"NOTICE OF CONVERSION") to the Company. Upon receipt by the Company of a
facsimile copy of a Notice of Conversion from a Converting Holder, the Company
shall immediately send, via facsimile, a confirmation to the Converting

                                      - 6 -
<Page>

Holder stating that the Notice of Conversion has been received, the date upon
which the Company expects to deliver the Common Stock in compliance with Section
3.3 upon Conversion and the name and telephone number of a contact person at the
Company regarding the Conversion. Promptly following the faxing (or other
delivery) of the Notice of Conversion, the Holder shall surrender or cause to be
surrendered to the Company, this Note, duly endorsed, along with a copy of the
Notice of Conversion.

        3.3    DELIVERY OF COMMON STOCK UPON CONVERSION. Upon the delivery of a
Notice of Conversion, the Company shall, as soon as practicable but in any event
no later than the later of (a) the day that is three business days following the
Conversion Date and (b) the day that is the first business day following the
date of surrender of this Note (or delivery of documentation in accordance with
Section 8.9 hereof) (the "DELIVERY PERIOD"), issue and deliver to the Converting
Holder (x) that number of shares of Common Stock issuable upon conversion of the
portion of the obligations under this Note being converted, together with any
other securities, cash or other property to which Holder is entitled upon
conversion of this Note, a new Note in the form hereof representing the balance
of the principal amount hereof not being converted, if any. Should the
Converting Holder elect to receive interest owed with respect to the Conversion
Portion in cash (as opposed to additional Note Shares), interest with respect to
the Conversion Portion shall be paid on the immediately following Interest
Payment Date. Delivery under this Section 3.4 may be made personally or by
reputable overnight courier. The person or persons entitled to receive shares of
Common Stock issuable upon such conversion shall be treated for all purposes as
the record holder of such shares at the close of business on the Conversion Date
and such shares shall be issued and outstanding as of such date.

        3.4    TAXES. The Company shall pay any and all taxes (other than
transfer taxes) which may be imposed with respect to the issuance and delivery
of the shares of Common Stock upon the conversion of this Note.

        3.5    NO FRACTIONAL SHARES. No fractional shares of Common Stock are to
be issued upon the conversion of this Note, but the Company shall instead round
up to the next whole number the number of shares of Common Stock to be issued
upon such conversion.

        3.6    ELECTRONIC TRANSMISSION. In lieu of delivering physical
certificates representing the Common Stock issuable upon conversion, at any time
after a registration statement covering sale of the Note Shares has been filed
provided the Company's transfer agent is participating in the Depository Trust
Company ("DTC") Fast Automated Securities Transfer program (the "FAST PROGRAM"),
upon request of a Holder, the Company shall use its reasonable best efforts to
cause its transfer agent to electronically transmit the Common Stock issuable
upon conversion to the Holder by crediting the account of Holder's designated
broker with DTC through its Deposit Withdrawal Agent Commission system.

        3.7    STATUS AS NOTE HOLDER. Upon submission of a Notice of Conversion
by Holder, the principal amount of this Note and the interest thereon covered
thereby shall be deemed converted into shares of Common Stock and the Holder's
rights as a Holder of such converted Note with respect thereto shall cease and
terminate, excepting only the right to receive certificates for such shares of
Common Stock and to any remedies provided herein or otherwise available at law
or in equity to Holder because of a failure by the Company to comply with the

                                      - 7 -
<Page>

terms of this Note. Notwithstanding the foregoing, if Holder has not received
certificates for all shares of Common Stock prior to the fifth (5th) business
day after the expiration of the Delivery Period with respect to a conversion for
any reason, then (unless Holder otherwise elects to retain its status as a
Holder of Common Stock) the Holder shall regain the rights of a holder of a Note
with respect to such unconverted Notes and the Company shall, as soon as
practicable, return such unconverted Notes to the Holder. In all cases, the
Holder shall retain all of its rights and remedies for the Company's failure to
convert this Note.

                                   ARTICLE IV
                      RESERVATION OF SHARES OF COMMON STOCK

        The Company shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock a sufficient number of shares of
Common Stock to provide for the full conversion of all outstanding Notes and
issuance of the shares of Common Stock in connection therewith.

                                   ARTICLE V
                                EVENTS OF DEFAULT

        5.1    HOLDER'S OPTION TO DEMAND PREPAYMENT. Upon the occurrence of an
Event of Default, (a) at the option of the Majority Holders, the entire amount
of obligations due under this Note shall become immediately due and payable and
(b) at the option of the Majority Holders, the Holders may, subject to all
applicable laws, at their option, exercise their rights and remedies under law
or pursuant to the terms of the Security Agreements, subject to the terms of the
Subordination Agreement.

        5.2    EVENTS OF DEFAULT.  An "EVENT OF DEFAULT" means any one of the
following:

               (a)   the Company fails to pay any principal on this Note on the
Scheduled Maturity Date, or any interest due on an Interest Payment Date;

               (b)   the Company breaches any covenant or other material term or
condition of any of the Notes, the Securities Purchase Agreement, the
Registration Rights Agreement, the Warrants or any of the Security Agreements
(collectively, the "INVESTMENT AGREEMENTS"), and if such breach is reasonably
curable within thirty (30) days of notice of such breach from any Holder, such
breach is not cured by the Company within thirty (30) days of notice of such
breach from such Holder or, in the case of a breach of Section 7.4 hereof, such
breach is not cured by the Company within five (5) days of notice of such breach
from such Holder; PROVIDED, HOWEVER, that such cure period shall not apply to
breaches by the Company of any covenant or other material term or condition of
any of the Notes or Sections 7.3, 7.5(g) or 7.5(h) of the Securities Purchase
Agreement;

               (c)   any representation or warranty of the Company made herein
or in any agreement, statement or certificate given in writing pursuant hereto
or in connection herewith (including any of the Investment Agreements), shall be
false or misleading in any material respect when made and the survival period
with respect thereto has not expired;

                                      - 8 -
<Page>

               (d)   a Bankruptcy Event occurs;

               (e)   the Company's execution or performance of its obligations
under any of the Investment Agreements constitutes a breach or is restricted
under any existing agreement of the Company (or would cause a default or
acceleration (or right of acceleration) under such existing material agreement),
or the Company enters into any new agreement under which performance of any
material obligation under any of the Investment Agreements would be a breach or
be restricted or cause a default or acceleration (or right of acceleration)
under such new agreement, which breach, restriction, default or acceleration
would have a Material Adverse Effect;

               (f)   the Company or any subsidiary breaches or defaults under
any agreement involving Indebtedness, other than Indebtedness to the Lenders
under the Credit Agreement, in an amount in excess of One Hundred Thousand
Dollars ($100,000), the breach of or default under which results in the
acceleration or right of acceleration, whether or not exercised, (or any
occurrence which with the passage of time or the giving of notice would result
in the acceleration or right of acceleration of the maturity of such
Indebtedness);

               (g)   an Event of Default has occurred  under the Credit
Agreement and the obligation of the Company or any of its subsidiaries
thereunder have been accelerated by the Lender; or

               (h)   a Change of Control occurs.

                                   ARTICLE VI
                       ADJUSTMENTS TO THE CONVERSION PRICE

        The Conversion Price shall be subject to adjustment from time to time
as follows:

        6.1    STOCK SPLITS, STOCK DIVIDENDS, ETC. If at any time on or after
the date of issuance of this Note, the number of outstanding shares of Common
Stock is increased by a stock split, stock dividend, combination,
reclassification or other similar event, the Conversion Price shall be
proportionately reduced, or if the number of outstanding shares of Common Stock
is decreased by a reverse stock split, combination or reclassification of
shares, or other similar event, the Conversion Price shall be proportionately
increased. In such event, the Company shall notify the Holder of such change on
or before the effective date thereof.

        6.2    ADJUSTMENT DUE TO DISTRIBUTION. If the Company shall declare or
make any distribution of its assets (or rights to acquire its assets) to holders
of any class of Common Stock as a partial liquidating dividend, by way of return
of capital or otherwise (including any dividend or distribution to the Company's
shareholders in cash or shares (or rights to acquire shares) of capital stock of
a subsidiary) (a "DISTRIBUTION") at any time after the date hereof and such
distribution shall be made before the conversion rights of the Holders, and the
Holders will not otherwise be entitled to receive, upon the terms applicable to
such Distribution, the amount of such assets (or rights) which each Holder could
have acquired if such Holder had held the number of shares of Common Stock
acquirable upon complete conversion of this Note immediately before the date on
which a record is taken for determining shareholders entitled to

                                      - 9 -
<Page>

such Distribution, or if no such record is taken, the date as of which the
record holders of Common Stock are to be determined to be entitled to such
Distribution then the Holders shall be entitled, upon the terms applicable to
such Distribution to the amount of such assets or rights upon conversion of this
Note.

        6.3    ANTIDILUTION PROVISIONS. At any time, any amount is outstanding
under this Note, the Conversion Price and the number of Conversion Shares shall
be subject to adjustment from time to time as provided in this Section 6.3. In
the event that any adjustment of the Conversion Price as required herein results
in a fraction of a cent, such Conversion Price shall be rounded up or down to
the nearest cent.

               (a)   ADJUSTMENT OF CONVERSION PRICE AND NUMBER OF SHARES UPON
ISSUANCE OF COMMON STOCK. Except as otherwise provided in Section 6.3(c) and
6.3(e) hereof, if and whenever after the initial issuance of this Note, the
Company issues or sells, or in accordance with Section 6.3(b) hereof is deemed
to have issued or sold, any shares of Common Stock for no consideration or for a
consideration per share less than the Market Price on the date of issuance of
such shares of Common Stock (a "DILUTIVE ISSUANCE"), then effective immediately
upon the Dilutive Issuance, the Conversion Price will be adjusted in accordance
with the following formula:

               E' = (E) (O + (P/M)) / (CSDO)

               where:

               E'       =        the adjusted Conversion Price
               E        =        the then current Conversion Price;
               M        =        the then current Market Price;
               O        =        the number of shares of Common Stock on a
                                 fully diluted basis (not including shares of
                                 Common Stock held in Treasury of the
                                 Company), including shares of Common Stock
                                 issuable upon exercise of the Warrants, but
                                 excluding Common Stock issuable upon
                                 conversion of the Notes, outstanding
                                 immediately prior to the Dilutive Issuance;
               P        =        the aggregate consideration,  calculated as set
                                 forth in Section 8.3(b) hereof,
                                 received by the Company upon such Dilutive
                                 Issuance; and
               CSDO     =        the total number of shares of Common Stock
                                 Deemed Outstanding (as herein defined)
                                 immediately after the Dilutive Issuance.

               (b)   EFFECT ON CONVERSION  PRICE OF CERTAIN EVENTS.  For
purposes of determining the adjusted Conversion Price under Section 6.3(a)
hereof, the following will be applicable:

                     (i)   ISSUANCE OF RIGHTS OR OPTIONS. If the Company in any
manner issues or grants any warrants, rights or options, whether or not
immediately exercisable, to subscribe for or to purchase Common Stock or other
securities directly or indirectly exercisable, convertible into or exchangeable
for Common Stock including, without limitation, shares of

                                     - 10 -
<Page>

Common Stock ("CONVERTIBLE SECURITIES") (such warrants, rights and options to
purchase Common Stock or Convertible Securities are hereinafter referred to as
"OPTIONS"), and the price per share for which Common Stock is issuable upon the
exercise of such Options is less than the Market Price on the date of issuance
("BELOW MARKET OPTIONS"), then the maximum total number of shares of Common
Stock issuable upon the exercise of all such Below Market Options (assuming full
exercise, conversion or exchange of Convertible Securities, if applicable) will,
as of the date of the issuance or grant of such Below Market Options, be deemed
to be outstanding and to have been issued and sold by the Company for such price
per share. For purposes of the preceding sentence, the price per share for which
Common Stock is issuable upon the exercise of such Below Market Options is
determined by dividing (i) the total amount, if any, received or receivable by
the Company as consideration for the issuance or granting of such Below Market
Options, plus the minimum aggregate amount of additional consideration, if any,
payable to the Company upon the exercise of all such Below Market Options, plus,
in the case of Convertible Securities issuable upon the exercise of such Below
Market Options, the minimum aggregate amount of additional consideration payable
upon the exercise, conversion or exchange thereof at the time such Convertible
Securities first become exercisable, convertible or exchangeable, by (ii) the
maximum total number of shares of Common Stock issuable upon the exercise of all
such Below Market Options (assuming full conversion of Convertible Securities,
if applicable). No further adjustment to the Conversion Price will be made upon
the actual issuance of such Common Stock upon the exercise of such Below Market
Options or upon the exercise, conversion or exchange of Convertible Securities
issuable upon exercise of such Below Market Options.

                     (ii)  ISSUANCE OF CONVERTIBLE SECURITIES.

                           (A)   If the Company in any manner issues or sells
any Convertible Securities, whether or not immediately convertible (other than
where the same are issuable upon the exercise of Options) and the price per
share for which Common Stock is issuable upon such exercise, conversion or
exchange (as determined pursuant to Section 6.3(b)(ii)(B) if applicable) is less
than the Market Price on the date of issuance, then the maximum total number of
shares of Common Stock issuable upon the exercise, conversion or exchange of all
such Convertible Securities will, as of the date of the issuance of such
Convertible Securities, be deemed to be outstanding and to have been issued and
sold by the Company for such price per share. For the purposes of the preceding
sentence, the price per share for which Common Stock is issuable upon such
exercise, conversion or exchange is determined by dividing (i) the total amount,
if any, received or receivable by the Company as consideration for the issuance
or sale of all such Convertible Securities, plus the minimum aggregate amount of
additional consideration, if any, payable to the Company upon the exercise,
conversion or exchange thereof at the time such Convertible Securities first
become exercisable, convertible or exchangeable, by (ii) the maximum total
number of shares of Common Stock issuable upon the exercise, conversion or
exchange of all such Convertible Securities. No further adjustment to the
Conversion Price will be made upon the actual issuances of such Common Stock
upon exercise, conversion or exchange of such Convertible Securities.

                           (B)   If the Company in any manner issues or sells
any Convertible Securities with a fluctuating conversion or Conversion Price or
exchange ratio (a "VARIABLE RATE CONVERTIBLE SECURITY"), then the price per
share for which Common Stock is

                                     - 11 -
<Page>

issuable upon such exercise, conversion or exchange for purposes of the
calculation contemplated by Section 6.3(b)(ii)(A) shall be deemed to be the
lowest price per share which would be applicable assuming that all holding
periods and other conditions to any discounts contained in such Convertible
Security have been satisfied.

                     (iii) CHANGE IN OPTION PRICE OR CONVERSION RATE. If there
is a change at any time in (i) the amount of additional consideration payable to
the Company upon the exercise of any Options; (ii) the amount of additional
consideration, if any, payable to the Company upon the exercise, conversion or
exchange or any Convertible Securities; or (iii) the rate at which any
Convertible Securities are convertible into or exchangeable for Common Stock
(other than under or by reason of provisions designed to protect against
dilution), the Conversion Price in effect at the time of such change will be
readjusted to the Conversion Price which would have been in effect at such time
had such Options or Convertible Securities still outstanding provided for such
changed additional consideration or changed conversion rate, as the case may be,
at the time initially granted, issued or sold.

                     (iv)  TREATMENT OF EXPIRED OPTIONS AND UNEXERCISED
CONVERTIBLE SECURITIES. If, in any case, the total number of shares of Common
Stock issuable upon exercise of any Options or upon exercise, conversion or
exchange of any Convertible Securities is not, in fact, issued and the rights to
exercise such option or to exercise, convert or exchange such Convertible
Securities shall have expired or terminated, the Conversion Price then in effect
will be readjusted to the Conversion Price which would have been in effect at
the time of such expiration or termination had such Options or Convertible
Securities, to the extent outstanding immediately prior to such expiration or
termination (other than in respect of the actual number of shares of Common
Stock issued upon exercise or conversion thereof), never been issued.

                     (v)   CALCULATION OF CONSIDERATION RECEIVED. If any Common
Stock, Options or Convertible Securities are issued, granted or sold for cash,
the consideration received therefor for purposes of this Note will be the amount
received by the Company therefor, before deduction of reasonable commissions,
underwriting discounts or allowances or other reasonable expenses paid or
incurred by the Company in connection with such issuance, grant or sale, plus
the minimum aggregate amount of additional consideration, if any, payable to the
Company upon the exercise, conversion or exchange of all such Options or
Convertible Securities at the time such Options or Convertible Securities first
become exercisable, convertible or exchangeable. In case any Common Stock,
Options or Convertible Securities are issued or sold for a consideration part or
all of which shall be other than cash, the amount of the consideration other
than cash received by the Company will be the fair market value of such
consideration except where such consideration consists of freely-tradeable
securities, in which case the amount of consideration received by the Company
will be the Market Price thereof as of the date of receipt. In case any Common
Stock, Options or Convertible Securities are issued in connection with any
merger or consolidation in which the Company is the surviving corporation, the
amount of consideration therefor will be deemed to be the fair market value of
such portion of the net assets and business of the non-surviving corporation as
is attributable to such Common Stock, Options or Convertible Securities, as the
case may be. The fair market value of any consideration other than cash or
securities will be determined in the good faith reasonable business judgment of
the Board of Directors, provided, however, that in any case where the

                                     - 12 -
<Page>

aggregate value of such consideration exceeds Five Million Dollars ($5,000,000)
such valuation is subject to the reasonable approval of the Majority Holders. If
the Company and the Majority Holders are unable to agree upon the valuation set
forth in the prior sentence, the valuation will be determined by an independent,
nationally recognized accounting form selected by the Company and reasonably
acceptable to the Majority Holders, the costs of which will be borne by the
Company.

                     (vi)  EXCEPTIONS TO ADJUSTMENT OF CONVERSION PRICE. No
adjustment to the Conversion will be made (i) upon the exercise of any warrants,
options or convertible securities issued and outstanding on the date hereof in
accordance with the terms of such securities as of such date; (ii) upon the
issuance of Notes in accordance with terms of the Securities Purchase Agreement;
or (iii) upon the exercise of the Notes.

               (c)   ADJUSTMENT IN NUMBER OF SHARES. Upon each adjustment of
the Conversion Price pursuant to the provisions of this Section 6.3, the number
of shares of Common Stock issuable upon exercise of this Note shall be adjusted
by multiplying a number equal to the Conversion Price in effect immediately
prior to such adjustment by the number of shares of Common Stock issuable upon
exercise of this Note immediately prior to such adjustment and dividing the
product so obtained by the adjusted Conversion Price.

               (d)   MAJOR TRANSACTIONS. If the Company shall consolidate or
merge with any other corporation or entity (other than a merger in which the
Company is the surviving or continuing entity and its capital stock is unchanged
and unissued in such transaction and which does not result in a Change of
Control (as defined in this Note)) or there shall occur any share exchange
pursuant to which all of the outstanding shares of Common Stock are converted
into other securities or property or any reclassification or change of the
outstanding shares of Common Stock or the Company shall sell all or
substantially all of its assets (each of the foregoing being a "MAJOR
TRANSACTION"), then the holder of this Note may, at its option, either (a) in
the event that the Common Stock remains outstanding or holders of Common Stock
receive any common stock or a substantially similar equity interest, retain this
Note and this Note shall continue to apply to such Common Stock or shall apply,
as nearly as practicable, to such other common stock or equity interest, as the
case may be (with such equitable adjustments to the Conversion Price as may be
required), or (b) regardless of whether (a) applies, receive consideration, in
exchange for this Note, the number of shares of stock or securities or property
of the Company, or of the entity resulting from such Major Transaction (the
"MAJOR TRANSACTION CONSIDERATION"), to which a holder of the number of shares of
Common Stock delivered upon the conversion of this Note would have been entitled
upon such Major Transaction had such holder so exercised this Note (without
regard to any limitations on exercise herein or elsewhere contained) on the
trading date immediately preceding the public announcement of the transaction
resulting in such Major Transaction and had such Common Stock been issued and
outstanding and had such Holder been the holder of record of such Common Stock
at the time of the consummation of such Major Transaction, and the Company shall
make lawful provision for the foregoing as a part of such Major Transaction and,
to the extent the replacements for the Note Shares are not able to be sold
immediately and in full by Holder without registration of such shares under the
Securities Act, 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.
No later than ten (10) days
                                     - 13 -
<Page>

prior to the consummation of the Major Transaction, but not prior to the public
announcement of such Major Transaction, the Company shall deliver written notice
("NOTICE OF TRANSACTION") to each holder of a Note, which Notice of Transaction
shall be deemed to have been delivered one (1) business day after the Company's
sending such notice by telecopy (provided that the Company sends a confirming
copy of such notice on the same day by overnight courier) of such Notice of
Transaction. Such Notice of Transaction shall indicate the amount and type of
the transaction consideration which such holder of a Note would receive under
this section ("TRANSACTION CONSIDERATION"). If the Transaction Consideration is
cash and does not consist entirely of United States currency, such holder may
elect to receive United States currency in an amount equal to the value of the
Transaction Consideration in lieu of the Transaction Consideration by delivering
notice of such election to the Company within ten (10) days of such holder's
receipt of the Notice of Transaction which notice shall also set forth whether
Holder chooses to avail itself of any of the options under this Section 6.3(d)
(and, if so, which section).

               (e)   MINIMUM ADJUSTMENT OF CONVERSION PRICE. No adjustment of
the Conversion Price shall be made in an amount of less than 1% of the
Conversion Price in effect at the time such adjustment is otherwise required to
be made, but any such lesser adjustment shall be carried forward and shall be
made at the time and together with the next subsequent adjustment which,
together with any adjustments so carried forward, shall amount to not less than
1% of such Conversion Price. Other than pursuant to Sections 6(b)(iii) and
6(b)(iv) hereof, no adjustment under 6.3(a) shall have the effect of increasing
the Conversion Price.

               (f)   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 Company shall give 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

                                     - 14 -
<Page>

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 given at least 30 days prior to the record
date or the date on which the Company's books are closed in respect thereto, but
in no event earlier than public announcement of such proposed transaction or
event.

               (g)   CERTAIN DEFINITIONS.

                     (i)   "COMMON STOCK DEEMED OUTSTANDING" shall mean the
        number of shares of Common Stock on a fully diluted basis (not
        including shares of Common Stock held in Treasury of the Company),
        including shares of Common Stock issuable upon exercise of the
        Warrants, but excluding Common Stock issuable upon conversion of the
        Notes, plus (x) in case of any adjustment required by Section 6.3(a)
        resulting from the issuance of any Options, the maximum total number
        of shares of Common Stock issuable upon the exercise of the Options
        for which the adjustment is required (including any Common Stock
        issuable upon the conversion of Convertible Securities issuable upon
        the exercise of such Options), and (y) in the case of any adjustment
        required by Section 6.3(a) resulting from the issuance of any
        Convertible Securities, the maximum total number of shares of Common
        Stock issuable upon the exercise, conversion or exchange of the
        Convertible Securities for which the adjustment is required, as of the
        date of issuance of such Convertible Securities, if any.

                     (ii)  "COMMON STOCK," for purposes of this Article VI,
        includes the Common Stock and any additional class of stock of the
        Company having no preference as to dividends or distributions on
        liquidation, provided that the shares purchasable pursuant to this Note
        shall include only Common Stock in respect of which this Note is
        convertible, or shares resulting from any subdivision or combination of
        such Common Stock, or in the case of any reorganization,
        reclassification, consolidation, merger, or sale of the character
        referred to in Section 8.3(e) hereof, the stock or other securities or
        property provided for in such Section.

        6.4    PURCHASE RIGHTS. If the Company issues any other rights to
purchase stock, warrants, securities or other property (the "PURCHASE RIGHTS")
pro rata to the record holders of any class of Common Stock, then the Holders
will be entitled to acquire, upon the terms applicable to such Purchase Rights,
the aggregate Purchase Rights which each Holder could have acquired if such
Holder had held the number of shares of Common Stock acquirable upon complete
conversion of this Note (subject to any limitation on conversion immediately
before the date on which a record is taken for the grant, issuance or sale of
such Purchase Rights, or, if no such record is taken, the date as of which the
record holders of Common Stock are to be determined for the grants, issue or
sale of such Purchase Rights.

        6.5    CERTAIN ACTIONS PROHIBITED. Without consent of the Required
Holders, the Company will not, by amendment of its charter or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities, or any other voluntary action, 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 Note and in the taking of all such actions as may
reasonably be requested by the Holder of

                                     - 15 -
<Page>

this Note in order to protect the conversion privilege of the Holder of this
Note, consistent with the tenor and purpose of this Note. Without limiting the
generality of the foregoing, the Company (i) will not increase the par value of
any shares of Common Stock receivable upon the exercise of this Note above the
Conversion Price then in effect, and (ii) will take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of Common Stock upon the conversion of this
Note.

        6.6    NOTICES OF ADJUSTMENT. Upon the occurrence of each adjustment or
readjustment pursuant to this Article VI, the Company, at its expense, shall
promptly compute such adjustment or readjustment and prepare and furnish to each
Holder a certificate, certified by the chief financial officer of the Company,
setting forth such adjustment or readjustment and showing in reasonable detail
the facts upon which such adjustment or readjustment is based, the Conversion
Price resulting from the adjustment, and the revised number of Conversion Shares
resulting from the adjustment. The Company shall, upon the written request at
any time of any Holder, furnish to such Holder a like certificate setting forth
(i) such adjustment or readjustment, (ii) the Conversion Price at the time in
effect and (iii) the number of shares of Common Stock and the amount, if any, of
other securities or property which at the time would be received upon conversion
of a Note.

                                   ARTICLE VII
                             AMENDMENTS AND WAIVERS

               AMENDMENT AND WAIVER. Except as otherwise expressly provided
herein, the provisions of the Notes may be amended, and the Company may take any
action herein prohibited, or omit to perform any act herein required to be
performed by it, if the Company has obtained the written consent of the Majority
Holders; PROVIDED that without the written consent of the Holders of all of the
outstanding principal amount of the Notes, the Company shall take no such action
which shall (i) reduce the rate at which or change the manner in which interest
accrues on the Notes or the times at which such interest becomes payable or is
paid, (ii) change any provision relating to the payments or prepayments of
principal on the Notes, (iii) change the provisions of Article III hereof or
(iv) change the requisite percentage of Holders required for the taking of any
such action described in this proviso.

                                  ARTICLE VIII
                                  MISCELLANEOUS

        8.1    FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part
of a Holder in the exercise of any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such power, right or privilege preclude other or further exercise thereof or of
any other right, power or privilege.

        8.2    NOTICE. 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
(1) day of sending by telecopy) and shall be deemed to have been given at the
time and date of receipt (which shall include telephone line facsimile
transmission). The addresses for such communications shall be:

                                     - 16 -
<Page>

                           If to the Company:

                           Alternative Resources Corporation
                           600 Hart Road, Suite 300
                           Barrington, Illinois 60010
                           Telecopy:  (847) 381-6604
                           Attention: Steven Purcell, Chief Financial Officer

                           with a copy to:

                           McDermott, Will & Emery
                           227 West Monroe Street
                           Chicago, Illinois 60606
                           Telecopy:  (312) 984-7700
                           Attention: Neal J. White

                           If to either Purchaser:

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

                           With a copy to:

                           Altheimer & Gray
                           10 South Wacker Drive, Suite 4000
                           Chicago, Illinois 60606
                           Telecopy:  (312) 715-4800
                           Attention: Mark T. Kindelin

        If to any other Holder, to such address as is provided by such Holder
in accordance with this Section 8.2.

        8.3    AMENDMENT PROVISION. This Note and any provision hereof may only
be amended or waived by an instrument in writing signed by the Company and the
Holder. Following the transfer of any portion of this Note (including any
subsequent transfer) to any third party, Holder shall, at its option, be
entitled to the benefit of any amendments to the transferred portion of this
Note. The term "NOTE" and all references thereto, as used throughout this
instrument, shall mean this instrument as originally executed, or if later
amended or supplemented, then as so amended or supplemented.

        8.4    ASSIGNABILITY. This Note shall be binding upon the Company and
its successors and assigns and shall inure to the benefit of each Holder and its
successors and assigns. The Holder shall notify the Company upon the assignment
of this Note.

                                     - 17 -
<Page>

        8.5    COST OF COLLECTION. If default or failure is made in any manner
with respect to this Note, the Company shall pay the Holder hereof costs of
collection, including reasonable attorneys' fees.

        8.6    GOVERNING LAW. This Note 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. The Company irrevocably consents
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 Agreement and
irrevocably agrees that all claims in respect of such suit or proceeding may be
determined in such courts. The Company irrevocably waives the defense of an
inconvenient forum to the maintenance of such suit or proceeding. The Company
further agrees that service of process upon the Company, mailed by first class
mail shall be deemed in every respect effective service of process upon the
Company in any such suit or proceeding. Nothing herein shall affect each
Holder's right to serve process in any other manner permitted by law. The
Company agrees that a final non-appealable 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.

        8.7    DENOMINATIONS. At the request of a Holder, upon surrender of this
Note, the Company shall promptly issue new Notes in the aggregate outstanding
principal amount hereof, in the form hereof, in such denominations as such
Holder shall request.

        8.8    LOST OR STOLEN NOTES. Upon receipt by the Company of (i) evidence
of the loss, theft, destruction or mutilation of this Note and (ii) (y) in the
case of loss, theft or destruction, an indemnity reasonably satisfactory to the
Company, or (z) in the case of mutilation, upon surrender and cancellation of
this Note, the Company shall execute and deliver new Notes, in the form hereof,
in such denominations as a Holder may request.

        8.9    RATABLE PREPAYMENTS AND DEFERRED COMPONENTS. All Prepayments or
options to elect a Deferred Component made by the Company with respect to the
Notes shall be made ratably among all Holders of Notes in accordance with the
principal amount of such Notes.

        8.10   REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND
INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative and in
addition to all other remedies available under this Note, at law or in equity
(including a decree of specific performance and/or other injunctive relief), no
remedy contained herein shall be deemed a waiver of compliance with the
provisions giving rise to such remedy and nothing herein shall limit a Holder's
right to actual damages for any failure by the Company to comply with the terms
of this Note. The Company covenants to each Holder that there shall be no
characterization concerning this instrument of any other Investment Agreement
other than as expressly provided herein or therein, as the case may be. Amounts
set forth or provided for herein or therein with respect to payments, conversion
and the like (and the computation thereof) shall be the amounts to be received
by the Holder hereof and shall not, except as expressly provided herein, be
subject to any other obligation of the Company (or the performance thereof). The
Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the holders of the Notes and that the remedy at law for any
such breach or threatened breach, the Holders shall be entitled, in addition to
all other available remedies, to specific performance or an injunction

                                     - 18 -
<Page>

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 THE COMPANY 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 NOTE
OR THE SUBJECT MATTER HEREOF OR ANY OBLIGATION HEREUNDER OR IN ANY WAY CONNECTED
WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE 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 HOLDER AND THE COMPANY ACKNOWLEDGES THAT THE PROVISIONS OF
THIS SECTION 8.10 CONSTITUTE A MATERIAL INDUCEMENT UPON WHICH EACH OF HOLDER AND
THE COMPANY HAVE RELIED, ARE RELYING AND WILL RELY IN ENTERING INTO THIS
AGREEMENT, AND EACH OF THE RELATED AGREEMENTS. Holder or the Company may file an
original counterpart or a copy of this Section 8.10 with any court as written
evidence of the consent of the parties hereto to the waiver of their respective
right to trial by jury.

        8.11   WAIVER OF PRESENTMENT, ETC. The Company waives presentment,
demand, notice of dishonor, protest and all other notices and demands in
connection with the enforcement of the Holders' rights under this Note, and
hereby consents to, and waives notice of the release with or without
consideration of any of the collateral.

        8.12   SPECIFIC SHALL NOT LIMIT GENERAL; CONSTRUCTION. No specific
provision contained in this Note shall limit or modify any more general
provision contained herein. As used herein, the word "including" shall be deemed
to mean "including, without limitation." This Note shall be deemed to be jointly
drafted by the Company and all Holders and shall not be construed against any
person as the drafter hereof.

                                      * * *

                                     - 19 -
<Page>

        IN WITNESS WHEREOF, Company has caused this Note to be signed in its
name by its duly authorized officer as of the date first written above.

                                              ALTERNATIVE RESOURCES
                                              CORPORATION

                                              By:  /s/ Steven Purcell
                                                   ---------------------------
                                              Name:    Steven Purcell
                                              Title:   Senior Vice President
                                                       and Chief Financial
                                                       Officer

                                     - 20 -
<Page>

                                                               EXHIBIT A TO NOTE

                              NOTICE OF CONVERSION

The undersigned hereby irrevocably elects to convert (the "CONVERSION")
$__________ principal amount ("CONVERSION AMOUNT") of the Note dated January 31,
2002 (the "NOTE")), into shares of common stock ("COMMON STOCK") of Alternative
Resources Corporation, a Delaware corporation (the "COMPANY") according to the
conditions of the Note, as of the date written below. If securities are to be
issued in the name of a person other than the undersigned, the undersigned will
pay all transfer taxes payable with respect thereto. No fee will be charged to
the Holder for any conversion except as provided herein.

[PLEASE PAY ALL INTEREST DUE WITH RESPECT TO THE CONVERSION AMOUNT IN ACCORDANCE
WITH THE TERMS OF THE NOTE] OR [PLEASE CONVERT ALL INTEREST DUE WITH RESPECT TO
THE CONVERSION AMOUNT INTO COMMON STOCK ACCORDING TO THE TERMS OF THE NOTE].

The undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable to the undersigned upon conversion of
this Note shall be made pursuant to registration of the Common Stock under the
Securities Act of 1933, as amended (the "ACT"), or pursuant to an exemption from
registration under the Act.

In the event of partial exercise, please reissue an appropriate Note(s) for the
principal balance which shall not have been converted.

                                       Date of Conversion:
                                                          ----------------------

                                       Conversion Amount:
                                                         -----------------------

                                       Applicable Market Price:
                                                               -----------------

                                       Number of Shares of Common Stock
                                       to be Issued:
                                                    ----------------------------

                                       Signature:
                                                 -------------------------------

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

                                       Address:
                                               ---------------------------------
ACKNOWLEDGED AND AGREED:

ALTERNATIVE RESOURCES CORPORATION

BY:
      -------------------------------
NAME:
      -------------------------------
TITLE:
      -------------------------------
DATE:
      -------------------------------

                                     - 21 -

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>arc804exd.txt
<DESCRIPTION>EXHIBIT D
<TEXT>
                                                                     EXHIBIT D

        The following information is provided pursuant to Treas. Reg. 1.1275-3.


        This draft instrument is issued with original issue discount. Steven
        Purcell as representative of the issuer will make available upon request
        to the holder(s) of this debt instrument the following information:
        issue price, amount of original issue discount, issue date, and yield to
        maturity.

        THE SECURITIES REPRESENTED BY THIS NOTE 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.

        This Note is subject to an Intercreditor and Subordination Agreement
        dated as of January 31, 2002 among Wynnchurch Capital Partners, L.P.,
        Wynnchurch Capital Partners Canada, L.P., Alternative Resources
        Corporation, ARC Service, Inc., ARC Solutions, Inc., ARC Midholding,
        Inc., Writers, Inc. and Fleet Capital Corporation (the "SUBORDINATION
        AGREEMENT"), a copy of which is available from Alternative Resources
        Corporation which, among other things, subordinates the makers's
        obligations to the payee to the maker's obligations to the holders of
        Senior Obligations as defined in said Agreement. By the receipt hereof,
        the holder of this Note agrees to be bound by the terms of the
        Subordination Agreement as if it were a party thereto.

            SENIOR SUBORDINATED SECURED CONVERTIBLE PROMISSORY NOTE

                                                               Chicago, Illinois

$5,079,792                                                      January 31, 2002

        FOR VALUE RECEIVED, Alternative Resources Corporation, a Delaware
corporation, (hereinafter called the "COMPANY"), hereby promises to pay in
lawful currency of the United States of America to the order of Wynnchurch
Capital Partners Canada, L.P. or its registered assigns or transferees of all or
any portion hereof (each a "HOLDER") at 150 Field Drive, Suite 165, Lake Forest,
Illinois, 60045, or at such other location as any Holder shall direct as to

<Page>

payment to be received by such Holder, the aggregate principal amount of Five
Million Seventy Nine Thousand Seven Hundred Ninety Two Dollars ($5,079,792.00)
on January 31, 2009 (the "SCHEDULED MATURITY DATE"). This Senior Subordinated
Secured Promissory Note ("NOTE") is issued and delivered by the Company pursuant
to a Securities Purchase Agreement of the Company of even date herewith (the
"SECURITIES PURCHASE AGREEMENT") and the Holder is subject to the terms of and
entitled to the benefits thereunder. Capitalized terms used but not defined
herein shall have the meanings set forth in the Securities Purchase Agreement.
This Note is one of several notes issued by the Company pursuant to the
Securities Purchase Agreement on substantially same terms and conditions set
forth herein (all such notes, including the Note, the "NOTES" and the holders of
the Notes from time to time, including the Holder, the "HOLDERS").

        Subject to the following sentence and the following paragraph, the
unpaid principal amount from time to time outstanding (including any Deferred
Components (as defined herein)) shall bear interest from the date of this Note
at the annual rate of 15% per annum (the "INTEREST RATE"), payable in arrears on
each April 30, July 31, October 31 and January 30 (unless such day is not a
business day, in which event on the next succeeding business day) (each, an
"INTEREST PAYMENT DATE") until payment in full of the principal amount, interest
and all other payment obligations arising hereunder have been fully paid.
Notwithstanding the prior sentence, with respect to interest due on the Notes on
Interest Payment Dates occurring on or prior to January 30, 2006 (the "DEFERRED
INTEREST PAYMENT DATES") the Company may, through written notice delivered to
each of the Holders at least fifteen (15) days prior to such Deferred Interest
Payment Date (which shall set forth the amount of the Deferred Component) and
subject to the following sentence, elect to capitalize up to one-half (1/2) the
amount of any interest payment due on such Deferred Interest Payment Date (the
"DEFERRED COMPONENT") in lieu of payment of the Deferred Component on the
Interest Payment Date, and the Deferred Component shall be deemed additional
principal with respect to this Note. The Company may only elect to take a
Deferred Component so long as (x) there are no past due amounts owed under this
Note and (y) the Company timely pays the entire remaining amount of interest
owed on such Deferred Interest Payment Date.

         Past due amounts (including interest, to the extent permitted by law),
as well as this Note, so long as an Event of Default, (as defined herein) is
continuing, will also accrue interest at the lesser of (a) the Interest Rate
plus 3% per annum and (b) the maximum rate permitted by applicable law ("DEFAULT
INTEREST"), and will be payable on demand. So long as a Directors Violation has
occurred and is continuing, this Note will accrue interest at the Default
Interest rate. Interest on this Note will be calculated on the basis of a
360-day year. All payments under this Note shall be made by wire transfer of
immediately available funds in currency of the United States of America to such
accounts as the Holder shall hereafter give to the Company by written notice
made in accordance with the provisions of this Note.

        All payments hereunder shall, except as required by applicable law, be
made without setoff, deduction or counterclaim, free and clear of all taxes
(other than taxes imposed on the net income of Holder or Holders or franchise
taxes), levies, imports, duties, fees and charges, and without any withholding,
restriction or conditions imposed by any governmental authority. If the Company
is required by law to deduct any such amounts from or in respect of any sum
payable hereunder to Holder, then the sum payable hereunder shall be increased
as may be necessary so

                                     - 2 -
<Page>

that, after making all required deductions, Holder receives an amount equal to
the sum it would have received had no such deductions been made.

        The indebtedness due under the Note is guaranteed and secured by the
Security Agreements (as defined in the Securities Purchase Agreement), subject,
however, to the terms and provisions of the Subordination Agreement.

                                    ARTICLE I
                                   PREPAYMENT

        1.1  PREPAYMENT.

             (a)   OPTIONAL PREPAYMENT. The Company may prepay ("PREPAY" or
"PREPAYMENT") all or any portion (so long as at least $1,000,000 of the Notes
are Prepaid and, if the Notes are not Prepaid in full, at least $2,500,000 in
principal amount of the Notes remain outstanding following such Prepayment) of
the principal amount of the Notes at a Prepayment Amount (as defined below) at
any time following the second anniversary of the date of this Note for any
reason or no reason, if a Prepayment Notice has been delivered in accordance
with Section 1.2 and all of the other terms of this Article I are satisfied
(such Prepayment to be deemed an "OPTIONAL PREPAYMENT").

             (b)   PREPAYMENT IN CONNECTION WITH A MAJOR TRANSACTION. The
Company may Prepay all (but not less than all) of the outstanding principal
amount of the Notes at a Prepayment Amount (as defined below) at any time prior
to the second anniversary of the date of this Note, but only in connection with
the consummation of a Major Transaction (as defined herein), if a Prepayment
Notice has been delivered in accordance with Section 1.2, the Prepayment occurs
at or immediately prior to the consummation of the Major Transaction, and all of
the other terms of this Article I are satisfied (such Prepayment to be deemed a
"TRANSACTION PREPAYMENT").

             (c)   CALCULATION OF PREPAYMENT AMOUNT.

                   (i)   In the case of an Optional Prepayment, the "PREPAYMENT
             AMOUNT" shall be (x) the outstanding principal amount of the Notes
             being Prepaid by the Company, subject to the provisions of Section
             1.2(a), plus (y) all accrued and unpaid interest on the outstanding
             principal amount of the Notes being Prepaid by the Company through
             the Effective Date of Prepayment, plus (z) all unpaid costs and
             other obligations arising under the Notes and the Security
             Agreements.

                   (ii)  In the case of a Transaction Prepayment, the
             "PREPAYMENT AMOUNT" shall equal (x) the Principal Repayment Price
             (as defined herein), plus (y) all accrued and unpaid interest under
             the Notes through the Effective Date of Prepayment, plus (z) all
             unpaid costs and other obligations arising under the Notes and the
             Security Agreements. The "PRINCIPAL REPAYMENT PRICE" for this Note
             shall mean (x) if the Prepayment is made prior to the first
             anniversary of the date hereof, One Hundred Fifteen Percent (115%)
             of the then outstanding principal amount of this Note, and (y) if
             the Prepayment is made on or after the first anniversary of the
             date hereof, but prior to the second anniversary of the date

                                     - 3 -
<Page>

             hereof, One Hundred Twenty Percent (120%) of the then outstanding
             principal amount of this Note.

        1.2  PREPAYMENT NOTICE AND PAYMENT. The Company shall effect any
Prepayment under this Article I by (x) giving written notice (the "PREPAYMENT
NOTICE") of the aggregate Prepayment Amount as well as the Prepayment Amount
with respect to such Note, and specifying the Effective Date of Prepayment to
Holders at the address and facsimile number of such Holder appearing in the
Company's register for the Notes and (y) paying the entire Prepayment Amount
with respect to such Note, by wire transfer of immediately available funds to an
account or accounts designated by the Holders, on or before the Effective Date
of Prepayment. The Prepayment Notice must be delivered on a business day not
less than ten (10) days (or in the case of a Major Transaction, 30 days) prior
to the date on which such Prepayment is to become effective (the "EFFECTIVE DATE
OF PREPAYMENT") provided, however, that the Effective Date of Prepayment and the
Prepayment may be conditioned upon the closing of a financing transaction, the
closing of a Major Transaction or the approval of the Lender to the Credit
Agreement to the Prepayment (and any such conditions shall be set forth in the
Prepayment Notice) and the Company shall use all reasonable efforts to remove
such conditions by at least two (2) business days prior to the Effective Date of
Repayment and notify Holder as to the status of such conditions.

        1.3  APPLICATION OF PREPAYMENT. Prepayment Amounts shall (i) first be
applied against accrued and unpaid interest (ii) second, applied against unpaid
costs and other obligations arising under this Note and the Security Agreements,
and (iii) third, applied to the principal amount of this Note. Neither the
issuance of a Prepayment Notice nor compliance with Section 1.4 hereof shall
affect a Holder's right to convert the Note in accordance with Article III
hereof.

        1.4  EFFECTIVENESS OF PREPAYMENT. Until the entire outstanding principal
amount of the Notes and all accrued and unpaid interest under the Notes, are
paid with respect to the Notes, the Notes shall be deemed to remain outstanding,
and the Holders shall retain all rights under this Note and the Security
Agreements, including its rights with respect to conversion pursuant to Article
III hereunder.

        1.5  CONVERSION FOLLOWING REPAYMENT. Notwithstanding any implication to
the contrary by section 1.4 hereof, a Holder may, at its option, by (x) notice
to the Company within forty-five (45) days following the date of the Effective
Date of Prepayment where all or a portion of this Note was Prepaid (other than
with respect to a Prepayment made in connection with a Major Transaction) and
(y) delivery of the Prepayment Amount received by it, have the Prepayment Amount
converted into Note Shares in accordance with Sections 3.3 through 3.7 of this
Note as if Holder had converted such Prepayment Amount of this Note on the
business day before the Effective Date of Prepayment, and the Company shall so
convert this Note, and such conversion shall be deemed to occur one day prior to
such Effective Date of Prepayment.

                                     - 4 -
<Page>

                                   ARTICLE II
                               CERTAIN DEFINITIONS

        2.1  The following terms shall have the following meanings:

             (a)   "BANKRUPTCY EVENT" shall mean any one or more of the
following: (i) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking liquidation, reorganization or other relief in
respect of any Credit Party (as defined in the Credit Agreement) or its debts,
or of a substantial part of its assets, under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect;
(ii) an involuntary proceeding shall be commenced or an involuntary petition
shall be filed seeking the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for any Credit Party or for a
substantial part of its assets, and, in any such case, such proceeding or
petition shall continue undismissed for 60 days or an order or decree approving
or ordering any of the foregoing shall be entered; (iii) any Credit Party shall
(u) voluntarily commence any proceeding or file any petition seeking
liquidation, reorganization or other relief under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect,
(v) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or petition described in clause (i) or (ii)
of this definition, (w) apply for or consent to the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for any Credit
Party or for a substantial part of its assets, (x) file an answer admitting the
material allegations of a petition filed against it in any such proceeding, (y)
make a general assignment for the benefit of creditors or (z) take any action
for the purpose of effecting any of the foregoing; (iv) any Credit Party shall
admit in writing that it is unable to pay its debts as they become due; or (v) a
final judgment or judgments for the payment of money (A) in excess of $500,000
in the aggregate (exclusive of judgment amounts fully covered by insurance where
the insurer has admitted liability in respect of such judgment) or (B) in excess
of $1,000,000 in the aggregate (regardless of insurance coverage), shall be
rendered by one or more courts, administrative tribunals or other bodies having
jurisdiction against any Credit Party and the same shall not be discharged (or
provision shall not be made for such discharge), bonded, or a stay of execution
thereof shall not be procured, within 60 days from the date of entry thereof and
the relevant Credit Party shall not, within said period of 60 days, or such
longer period during which execution of the same shall have been stayed, appeal
therefrom and cause the execution thereof to be stayed during such appeal;

             (b)   "CHANGE OF CONTROL" have the meaning set forth in the
Securities Purchase Agreement.

             (c)   "CLOSING BID PRICE" means, for any security as of any date,
the closing bid price of such security on the principal securities exchange or
trading market where such security is listed or traded as reported by Bloomberg
Financial Markets or a comparable reporting service of national reputation
selected by the Company and reasonably acceptable to Holders of a majority of
the aggregate principal amount represented by the then outstanding Notes (with
the consent of the Initial Holder so long as the Initial Holder continues to own
Notes) ("MAJORITY HOLDERS") if Bloomberg Financial Markets is not then reporting
closing bid prices of such security (collectively, "BLOOMBERG"), or if the
foregoing does not apply, the last reported sale price of such security in the
over-the-counter market on the electronic bulletin board of such

                                     - 5 -
<Page>

security as reported by Bloomberg, or, if no sale price is reported for such
security by Bloomberg, the average of the bid prices of any market makers for
such security as reported in the "pink sheets" by the National Quotation Bureau,
Inc. If the Closing Bid Price cannot be calculated for such security on such
date on any of the foregoing bases, the Closing Bid Price of such security on
such date shall be the fair market value as reasonably determined by an
investment banking firm selected by the Majority Holders and reasonably
acceptable to the Company, with the costs of such determination to be borne by
the Company.

             (d)   "CONVERSION" means conversion of all or a portion of the
obligation arising under this Note, including all unpaid principal, interest,
premiums, penalties (including Default Interest) or any other payment
obligations arising under this Note, into shares of Common Stock.

             (e)   "CONVERSION DATE" means, for any Conversion, the date
specified in the Notice of Conversion, or if no date is specified therein, the
date the Notice of Conversion is faxed or otherwise delivered to the Company;
PROVIDED, HOWEVER, that the Conversion Date shall not be prior to the date of
delivery of the Notice of Conversion and any Notice of Conversion delivered to
the Company on a day which is not a business day shall be deemed delivered as of
the next following business day.

             (f)   "CONVERSION PRICE" means $2.50, subject to adjustments as set
forth in Article VI hereof.

             (g)   "MARKET PRICE" means the average of the Closing Bid Prices
for the Common Stock during the 10 consecutive trading days preceding, but not
including the determination date; provided, however, that in the case of a
calculation of Market Price made in connection with a public offering of
securities for purposes of Section 6.3 hereof the Market Price shall be the
closing bid price of the Common Stock on the day of pricing of such public
offering.

                                   ARTICLE III
                                   CONVERSION

        3.1  OPTIONAL CONVERSION. Each Holder may, at any time and from time to
time, so long as any principal amount is outstanding hereunder, elect to convert
all or any portion (so long as such portion is the lesser of (i) at least One
Million Dollars ($1,000,000) of the remaining outstanding principal amount of
this Note or (ii) the remaining outstanding principal amount of this Note) of
the obligations due under this Note (the "CONVERSION PORTION") into fully paid
and nonassessable shares of Common Stock that is equal to that portion of the
obligations to be converted divided by the Conversion Price in accordance with
this Article III (such shares of Common Stock, "NOTE SHARES").

        3.2  MECHANICS OF CONVERSION. In order to effect a Conversion, the
Holder (the "CONVERTING HOLDER") shall fax (or otherwise deliver) a copy of the
fully executed Notice of Conversion substantially in the form of EXHIBIT A (the
"NOTICE OF CONVERSION") to the Company. Upon receipt by the Company of a
facsimile copy of a Notice of Conversion from a Converting Holder, the Company
shall immediately send, via facsimile, a confirmation to the Converting

                                     - 6 -
<Page>

Holder stating that the Notice of Conversion has been received, the date upon
which the Company expects to deliver the Common Stock in compliance with Section
3.3 upon Conversion and the name and telephone number of a contact person at the
Company regarding the Conversion. Promptly following the faxing (or other
delivery) of the Notice of Conversion, the Holder shall surrender or cause to be
surrendered to the Company, this Note, duly endorsed, along with a copy of the
Notice of Conversion.

        3.3  DELIVERY OF COMMON STOCK UPON CONVERSION. Upon the delivery of a
Notice of Conversion, the Company shall, as soon as practicable but in any event
no later than the later of (a) the day that is three business days following the
Conversion Date and (b) the day that is the first business day following the
date of surrender of this Note (or delivery of documentation in accordance with
Section 8.9 hereof) (the "DELIVERY PERIOD"), issue and deliver to the Converting
Holder (x) that number of shares of Common Stock issuable upon conversion of the
portion of the obligations under this Note being converted, together with any
other securities, cash or other property to which Holder is entitled upon
conversion of this Note, a new Note in the form hereof representing the balance
of the principal amount hereof not being converted, if any. Should the
Converting Holder elect to receive interest owed with respect to the Conversion
Portion in cash (as opposed to additional Note Shares), interest with respect to
the Conversion Portion shall be paid on the immediately following Interest
Payment Date. Delivery under this Section 3.4 may be made personally or by
reputable overnight courier. The person or persons entitled to receive shares of
Common Stock issuable upon such conversion shall be treated for all purposes as
the record holder of such shares at the close of business on the Conversion Date
and such shares shall be issued and outstanding as of such date.

        3.4  TAXES. The Company shall pay any and all taxes (other than transfer
taxes) which may be imposed with respect to the issuance and delivery of the
shares of Common Stock upon the conversion of this Note.

        3.5  NO FRACTIONAL SHARES. No fractional shares of Common Stock are to
be issued upon the conversion of this Note, but the Company shall instead round
up to the next whole number the number of shares of Common Stock to be issued
upon such conversion.

        3.6  ELECTRONIC TRANSMISSION. In lieu of delivering physical
certificates representing the Common Stock issuable upon conversion, at any time
after a registration statement covering sale of the Note Shares has been filed
provided the Company's transfer agent is participating in the Depository Trust
Company ("DTC") Fast Automated Securities Transfer program (the "FAST PROGRAM"),
upon request of a Holder, the Company shall use its reasonable best efforts to
cause its transfer agent to electronically transmit the Common Stock issuable
upon conversion to the Holder by crediting the account of Holder's designated
broker with DTC through its Deposit Withdrawal Agent Commission system.

        3.7  STATUS AS NOTE HOLDER. Upon submission of a Notice of Conversion by
Holder, the principal amount of this Note and the interest thereon covered
thereby shall be deemed converted into shares of Common Stock and the Holder's
rights as a Holder of such converted Note with respect thereto shall cease and
terminate, excepting only the right to receive certificates for such shares of
Common Stock and to any remedies provided herein or otherwise available at law
or in equity to Holder because of a failure by the Company to comply with the

                                     - 7 -
<Page>

terms of this Note. Notwithstanding the foregoing, if Holder has not received
certificates for all shares of Common Stock prior to the fifth (5th) business
day after the expiration of the Delivery Period with respect to a conversion for
any reason, then (unless Holder otherwise elects to retain its status as a
Holder of Common Stock) the Holder shall regain the rights of a holder of a Note
with respect to such unconverted Notes and the Company shall, as soon as
practicable, return such unconverted Notes to the Holder. In all cases, the
Holder shall retain all of its rights and remedies for the Company's failure to
convert this Note.

                                   ARTICLE IV
                      RESERVATION OF SHARES OF COMMON STOCK

        The Company shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock a sufficient number of shares of
Common Stock to provide for the full conversion of all outstanding Notes and
issuance of the shares of Common Stock in connection therewith.

                                    ARTICLE V
                                EVENTS OF DEFAULT

        5.1  HOLDER'S OPTION TO DEMAND PREPAYMENT. Upon the occurrence of an
Event of Default, (a) at the option of the Majority Holders, the entire amount
of obligations due under this Note shall become immediately due and payable and
(b) at the option of the Majority Holders, the Holders may, subject to all
applicable laws, at their option, exercise their rights and remedies under law
or pursuant to the terms of the Security Agreements, subject to the terms of the
Subordination Agreement.

        5.2  EVENTS OF DEFAULT. An "EVENT OF DEFAULT" means any one of the
following:

             (a)   the Company fails to pay any principal on this Note on the
Scheduled Maturity Date, or any interest due on an Interest Payment Date;

             (b)   the Company breaches any covenant or other material term or
condition of any of the Notes, the Securities Purchase Agreement, the
Registration Rights Agreement, the Warrants or any of the Security Agreements
(collectively, the "INVESTMENT AGREEMENTS"), and if such breach is reasonably
curable within thirty (30) days of notice of such breach from any Holder, such
breach is not cured by the Company within thirty (30) days of notice of such
breach from such Holder or, in the case of a breach of Section 7.4 hereof, such
breach is not cured by the Company within five (5) days of notice of such breach
from such Holder; PROVIDED, HOWEVER, that such cure period shall not apply to
breaches by the Company of any covenant or other material term or condition of
any of the Notes or Sections 7.3, 7.5(g) or 7.5(h) of the Securities Purchase
Agreement;

             (c)   any representation or warranty of the Company made herein or
in any agreement, statement or certificate given in writing pursuant hereto or
in connection herewith (including any of the Investment Agreements), shall be
false or misleading in any material respect when made and the survival period
with respect thereto has not expired;

                                     - 8 -
<Page>

             (d)   a Bankruptcy Event occurs;

             (e)   the Company's execution or performance of its obligations
under any of the Investment Agreements constitutes a breach or is restricted
under any existing agreement of the Company (or would cause a default or
acceleration (or right of acceleration) under such existing material agreement),
or the Company enters into any new agreement under which performance of any
material obligation under any of the Investment Agreements would be a breach or
be restricted or cause a default or acceleration (or right of acceleration)
under such new agreement, which breach, restriction, default or acceleration
would have a Material Adverse Effect;

             (f)   the Company or any subsidiary breaches or defaults under any
agreement involving Indebtedness, other than Indebtedness to the Lenders under
the Credit Agreement, in an amount in excess of One Hundred Thousand Dollars
($100,000), the breach of or default under which results in the acceleration or
right of acceleration, whether or not exercised, (or any occurrence which with
the passage of time or the giving of notice would result in the acceleration or
right of acceleration of the maturity of such Indebtedness);

             (g)   an Event of Default has occurred under the Credit Agreement
and the obligation of the Company or any of its subsidiaries thereunder have
been accelerated by the Lender; or

             (h)   a Change of Control occurs.

                                   ARTICLE VI
                       ADJUSTMENTS TO THE CONVERSION PRICE


        The Conversion Price shall be subject to adjustment from time to time as
follows:

        6.1  STOCK SPLITS, STOCK DIVIDENDS, ETC. If at any time on or after the
date of issuance of this Note, the number of outstanding shares of Common Stock
is increased by a stock split, stock dividend, combination, reclassification or
other similar event, the Conversion Price shall be proportionately reduced, or
if the number of outstanding shares of Common Stock is decreased by a reverse
stock split, combination or reclassification of shares, or other similar event,
the Conversion Price shall be proportionately increased. In such event, the
Company shall notify the Holder of such change on or before the effective date
thereof.

        6.2  ADJUSTMENT DUE TO DISTRIBUTION. If the Company shall declare or
make any distribution of its assets (or rights to acquire its assets) to holders
of any class of Common Stock as a partial liquidating dividend, by way of return
of capital or otherwise (including any dividend or distribution to the Company's
shareholders in cash or shares (or rights to acquire shares) of capital stock of
a subsidiary) (a "DISTRIBUTION") at any time after the date hereof and such
distribution shall be made before the conversion rights of the Holders, and the
Holders will not otherwise be entitled to receive, upon the terms applicable to
such Distribution, the amount of such assets (or rights) which each Holder could
have acquired if such Holder had held the number of shares of Common Stock
acquirable upon complete conversion of this Note immediately before the date on
which a record is taken for determining shareholders entitled to

                                     - 9 -
<Page>

such Distribution, or if no such record is taken, the date as of which the
record holders of Common Stock are to be determined to be entitled to such
Distribution then the Holders shall be entitled, upon the terms applicable to
such Distribution to the amount of such assets or rights upon conversion of this
Note.

        6.3  ANTIDILUTION PROVISIONS. At any time, any amount is outstanding
under this Note, the Conversion Price and the number of Conversion Shares shall
be subject to adjustment from time to time as provided in this Section 6.3. In
the event that any adjustment of the Conversion Price as required herein results
in a fraction of a cent, such Conversion Price shall be rounded up or down to
the nearest cent.

             (a)   ADJUSTMENT OF CONVERSION PRICE AND NUMBER OF SHARES UPON
ISSUANCE OF COMMON STOCK. Except as otherwise provided in Section 6.3(c) and
6.3(e) hereof, if and whenever after the initial issuance of this Note, the
Company issues or sells, or in accordance with Section 6.3(b) hereof is deemed
to have issued or sold, any shares of Common Stock for no consideration or for a
consideration per share less than the Market Price on the date of issuance of
such shares of Common Stock (a "DILUTIVE ISSUANCE"), then effective immediately
upon the Dilutive Issuance, the Conversion Price will be adjusted in accordance
with the following formula:

             E' = (E)(O + (P/M)) / (CSDO)

             where:

             E'    =  the adjusted Conversion Price
             E     =  the then current Conversion Price;
             M     =  the then current Market Price;
             O     =  the number of shares of Common Stock on a fully diluted
                      basis (not including shares of Common Stock held in
                      Treasury of the Company), including shares of Common Stock
                      issuable upon exercise of the Warrants, but excluding
                      Common Stock issuable upon conversion of the Notes,
                      outstanding immediately prior to the Dilutive Issuance;
             P     =  the aggregate consideration,  calculated as set forth in
                      Section 8.3(b) hereof, received by the Company upon such
                      Dilutive Issuance; and
             CSDO  =  the total number of shares of Common Stock
                      Deemed Outstanding (as herein defined)
                      immediately after the Dilutive Issuance.

             (b)   EFFECT ON CONVERSION PRICE OF CERTAIN EVENTS. For purposes of
determining the adjusted Conversion Price under Section 6.3(a) hereof, the
following will be applicable:

                   (i)   ISSUANCE OF RIGHTS OR OPTIONS. If the Company in any
manner issues or grants any warrants, rights or options, whether or not
immediately exercisable, to subscribe for or to purchase Common Stock or other
securities directly or indirectly exercisable, convertible into or exchangeable
for Common Stock including, without limitation, shares of

                                     - 10 -
<Page>

Common Stock ("CONVERTIBLE SECURITIES") (such warrants, rights and options to
purchase Common Stock or Convertible Securities are hereinafter referred to as
"OPTIONS"), and the price per share for which Common Stock is issuable upon the
exercise of such Options is less than the Market Price on the date of issuance
("BELOW MARKET OPTIONS"), then the maximum total number of shares of Common
Stock issuable upon the exercise of all such Below Market Options (assuming full
exercise, conversion or exchange of Convertible Securities, if applicable) will,
as of the date of the issuance or grant of such Below Market Options, be deemed
to be outstanding and to have been issued and sold by the Company for such price
per share. For purposes of the preceding sentence, the price per share for which
Common Stock is issuable upon the exercise of such Below Market Options is
determined by dividing (i) the total amount, if any, received or receivable by
the Company as consideration for the issuance or granting of such Below Market
Options, plus the minimum aggregate amount of additional consideration, if any,
payable to the Company upon the exercise of all such Below Market Options, plus,
in the case of Convertible Securities issuable upon the exercise of such Below
Market Options, the minimum aggregate amount of additional consideration payable
upon the exercise, conversion or exchange thereof at the time such Convertible
Securities first become exercisable, convertible or exchangeable, by (ii) the
maximum total number of shares of Common Stock issuable upon the exercise of all
such Below Market Options (assuming full conversion of Convertible Securities,
if applicable). No further adjustment to the Conversion Price will be made upon
the actual issuance of such Common Stock upon the exercise of such Below Market
Options or upon the exercise, conversion or exchange of Convertible Securities
issuable upon exercise of such Below Market Options.

                   (ii)  ISSUANCE OF CONVERTIBLE SECURITIES.

                         (A)  If the Company in any manner issues or sells any
Convertible Securities, whether or not immediately convertible (other than where
the same are issuable upon the exercise of Options) and the price per share for
which Common Stock is issuable upon such exercise, conversion or exchange (as
determined pursuant to Section 6.3(b)(ii)(B) if applicable) is less than the
Market Price on the date of issuance, then the maximum total number of shares of
Common Stock issuable upon the exercise, conversion or exchange of all such
Convertible Securities will, as of the date of the issuance of such Convertible
Securities, be deemed to be outstanding and to have been issued and sold by the
Company for such price per share. For the purposes of the preceding sentence,
the price per share for which Common Stock is issuable upon such exercise,
conversion or exchange is determined by dividing (i) the total amount, if any,
received or receivable by the Company as consideration for the issuance or sale
of all such Convertible Securities, plus the minimum aggregate amount of
additional consideration, if any, payable to the Company upon the exercise,
conversion or exchange thereof at the time such Convertible Securities first
become exercisable, convertible or exchangeable, by (ii) the maximum total
number of shares of Common Stock issuable upon the exercise, conversion or
exchange of all such Convertible Securities. No further adjustment to the
Conversion Price will be made upon the actual issuances of such Common Stock
upon exercise, conversion or exchange of such Convertible Securities.

                         (B)  If the Company in any manner issues or sells any
Convertible Securities with a fluctuating conversion or Conversion Price or
exchange ratio (a "VARIABLE RATE CONVERTIBLE SECURITY"), then the price per
share for which Common Stock is

                                     - 11 -
<Page>

issuable upon such exercise, conversion or exchange for purposes of the
calculation contemplated by Section 6.3(b)(ii)(A) shall be deemed to be the
lowest price per share which would be applicable assuming that all holding
periods and other conditions to any discounts contained in such Convertible
Security have been satisfied.

                   (iii) CHANGE IN OPTION PRICE OR CONVERSION RATE. If there is
a change at any time in (i) the amount of additional consideration payable to
the Company upon the exercise of any Options; (ii) the amount of additional
consideration, if any, payable to the Company upon the exercise, conversion or
exchange or any Convertible Securities; or (iii) the rate at which any
Convertible Securities are convertible into or exchangeable for Common Stock
(other than under or by reason of provisions designed to protect against
dilution), the Conversion Price in effect at the time of such change will be
readjusted to the Conversion Price which would have been in effect at such time
had such Options or Convertible Securities still outstanding provided for such
changed additional consideration or changed conversion rate, as the case may be,
at the time initially granted, issued or sold.

                   (iv)  TREATMENT OF EXPIRED OPTIONS AND UNEXERCISED
CONVERTIBLE SECURITIES. If, in any case, the total number of shares of Common
Stock issuable upon exercise of any Options or upon exercise, conversion or
exchange of any Convertible Securities is not, in fact, issued and the rights to
exercise such option or to exercise, convert or exchange such Convertible
Securities shall have expired or terminated, the Conversion Price then in effect
will be readjusted to the Conversion Price which would have been in effect at
the time of such expiration or termination had such Options or Convertible
Securities, to the extent outstanding immediately prior to such expiration or
termination (other than in respect of the actual number of shares of Common
Stock issued upon exercise or conversion thereof), never been issued.

                   (v)   CALCULATION OF CONSIDERATION RECEIVED. If any Common
Stock, Options or Convertible Securities are issued, granted or sold for cash,
the consideration received therefor for purposes of this Note will be the amount
received by the Company therefor, before deduction of reasonable commissions,
underwriting discounts or allowances or other reasonable expenses paid or
incurred by the Company in connection with such issuance, grant or sale, plus
the minimum aggregate amount of additional consideration, if any, payable to the
Company upon the exercise, conversion or exchange of all such Options or
Convertible Securities at the time such Options or Convertible Securities first
become exercisable, convertible or exchangeable. In case any Common Stock,
Options or Convertible Securities are issued or sold for a consideration part or
all of which shall be other than cash, the amount of the consideration other
than cash received by the Company will be the fair market value of such
consideration except where such consideration consists of freely-tradeable
securities, in which case the amount of consideration received by the Company
will be the Market Price thereof as of the date of receipt. In case any Common
Stock, Options or Convertible Securities are issued in connection with any
merger or consolidation in which the Company is the surviving corporation, the
amount of consideration therefor will be deemed to be the fair market value of
such portion of the net assets and business of the non-surviving corporation as
is attributable to such Common Stock, Options or Convertible Securities, as the
case may be. The fair market value of any consideration other than cash or
securities will be determined in the good faith reasonable business judgment of
the Board of Directors, provided, however, that in any case where the

                                     - 12 -
<Page>

aggregate value of such consideration exceeds Five Million Dollars ($5,000,000)
such valuation is subject to the reasonable approval of the Majority Holders. If
the Company and the Majority Holders are unable to agree upon the valuation set
forth in the prior sentence, the valuation will be determined by an independent,
nationally recognized accounting form selected by the Company and reasonably
acceptable to the Majority Holders, the costs of which will be borne by the
Company.

                   (vi)  EXCEPTIONS TO ADJUSTMENT OF CONVERSION PRICE. No
adjustment to the Conversion Price will be made (i) upon the exercise of any
warrants, options or convertible securities issued and outstanding on the date
hereof in accordance with the terms of such securities as of such date; (ii)
upon the issuance of Notes in accordance with terms of the Securities Purchase
Agreement; or (iii) upon the exercise of the Notes.

             (c)   ADJUSTMENT IN NUMBER OF SHARES. Upon each adjustment of the
Conversion Price pursuant to the provisions of this Section 6.3, the number of
shares of Common Stock issuable upon exercise of this Note shall be adjusted by
multiplying a number equal to the Conversion Price in effect immediately prior
to such adjustment by the number of shares of Common Stock issuable upon
exercise of this Note immediately prior to such adjustment and dividing the
product so obtained by the adjusted Conversion Price.

             (d)   MAJOR TRANSACTIONS. If the Company shall consolidate or merge
with any other corporation or entity (other than a merger in which the Company
is the surviving or continuing entity and its capital stock is unchanged and
unissued in such transaction and which does not result in a Change of Control
(as defined in this Note)) or there shall occur any share exchange pursuant to
which all of the outstanding shares of Common Stock are converted into other
securities or property or any reclassification or change of the outstanding
shares of Common Stock or the Company shall sell all or substantially all of its
assets (each of the foregoing being a "MAJOR TRANSACTION"), then the holder of
this Note may, at its option, either (a) in the event that the Common Stock
remains outstanding or holders of Common Stock receive any common stock or a
substantially similar equity interest, retain this Note and this Note shall
continue to apply to such Common Stock or shall apply, as nearly as practicable,
to such other common stock or equity interest, as the case may be (with such
equitable adjustments to the Conversion Price as may be required), or (b)
regardless of whether (a) applies, receive consideration, in exchange for this
Note, the number of shares of stock or securities or property of the Company, or
of the entity resulting from such Major Transaction (the "MAJOR TRANSACTION
CONSIDERATION"), to which a holder of the number of shares of Common Stock
delivered upon the conversion of this Note would have been entitled upon such
Major Transaction had such holder so exercised this Note (without regard to any
limitations on exercise herein or elsewhere contained) on the trading date
immediately preceding the public announcement of the transaction resulting in
such Major Transaction and had such Common Stock been issued and outstanding and
had such Holder been the holder of record of such Common Stock at the time of
the consummation of such Major Transaction, and the Company shall make lawful
provision for the foregoing as a part of such Major Transaction and, to the
extent the replacements for the Note Shares are not able to be sold immediately
and in full by Holder without registration of such shares under the Securities
Act, 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.
No later than ten (10) days

                                     - 13 -
<Page>

prior to the consummation of the Major Transaction, but not prior to the public
announcement of such Major Transaction, the Company shall deliver written notice
("NOTICE OF TRANSACTION") to each holder of a Note, which Notice of Transaction
shall be deemed to have been delivered one (1) business day after the Company's
sending such notice by telecopy (provided that the Company sends a confirming
copy of such notice on the same day by overnight courier) of such Notice of
Transaction. Such Notice of Transaction shall indicate the amount and type of
the transaction consideration which such holder of a Note would receive under
this section ("TRANSACTION CONSIDERATION"). If the Transaction Consideration is
cash and does not consist entirely of United States currency, such holder may
elect to receive United States currency in an amount equal to the value of the
Transaction Consideration in lieu of the Transaction Consideration by delivering
notice of such election to the Company within ten (10) days of such holder's
receipt of the Notice of Transaction which notice shall also set forth whether
Holder chooses to avail itself of any of the options under this Section 6.3(d)
(and, if so, which section).

             (e)   MINIMUM ADJUSTMENT OF CONVERSION PRICE. No adjustment of the
Conversion Price shall be made in an amount of less than 1% of the Conversion
Price in effect at the time such adjustment is otherwise required to be made,
but any such lesser adjustment shall be carried forward and shall be made at the
time and together with the next subsequent adjustment which, together with any
adjustments so carried forward, shall amount to not less than 1% of such
Conversion Price. Other than pursuant to Sections 6(b)(iii) and 6(b)(iv) hereof,
no adjustment under 6.3(a) shall have the effect of increasing the Conversion
Price.

             (f)   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 Company shall give 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

                                     - 14 -
<Page>

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 given at least 30 days
prior to the record date or the date on which the Company's books are closed in
respect thereto, but in no event earlier than public announcement of such
proposed transaction or event.

             (g)   CERTAIN DEFINITIONS.

                   (i)   "COMMON STOCK DEEMED OUTSTANDING" shall mean the number
        of shares of Common Stock on a fully diluted basis (not including shares
        of Common Stock held in Treasury of the Company), including shares of
        Common Stock issuable upon exercise of the Warrants, but excluding
        Common Stock issuable upon conversion of the Notes, plus (x) in case of
        any adjustment required by Section 6.3(a) resulting from the issuance of
        any Options, the maximum total number of shares of Common Stock issuable
        upon the exercise of the Options for which the adjustment is required
        (including any Common Stock issuable upon the conversion of Convertible
        Securities issuable upon the exercise of such Options), and (y) in the
        case of any adjustment required by Section 6.3(a) resulting from the
        issuance of any Convertible Securities, the maximum total number of
        shares of Common Stock issuable upon the exercise, conversion or
        exchange of the Convertible Securities for which the adjustment is
        required, as of the date of issuance of such Convertible Securities, if
        any.

                   (ii)  "COMMON STOCK," for purposes of this Article VI,
        includes the Common Stock and any additional class of stock of the
        Company having no preference as to dividends or distributions on
        liquidation, provided that the shares purchasable pursuant to this Note
        shall include only Common Stock in respect of which this Note is
        convertible, or shares resulting from any subdivision or combination of
        such Common Stock, or in the case of any reorganization,
        reclassification, consolidation, merger, or sale of the character
        referred to in Section 8.3(e) hereof, the stock or other securities or
        property provided for in such Section.

        6.4  PURCHASE RIGHTS. If the Company issues any other rights to purchase
stock, warrants, securities or other property (the "PURCHASE RIGHTS") pro rata
to the record holders of any class of Common Stock, then the Holders will be
entitled to acquire, upon the terms applicable to such Purchase Rights, the
aggregate Purchase Rights which each Holder could have acquired if such Holder
had held the number of shares of Common Stock acquirable upon complete
conversion of this Note (subject to any limitation on conversion immediately
before the date on which a record is taken for the grant, issuance or sale of
such Purchase Rights, or, if no such record is taken, the date as of which the
record holders of Common Stock are to be determined for the grants, issue or
sale of such Purchase Rights.

        6.5  CERTAIN ACTIONS PROHIBITED. Without consent of the Required
Holders, the Company will not, by amendment of its charter or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities, or any other voluntary action, 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 Note and in the taking of all such actions as may
reasonably be requested by the Holder of

                                     - 15 -
<Page>

this Note in order to protect the conversion privilege of the Holder of this
Note, consistent with the tenor and purpose of this Note. Without limiting the
generality of the foregoing, the Company (i) will not increase the par value of
any shares of Common Stock receivable upon the exercise of this Note above the
Conversion Price then in effect, and (ii) will take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of Common Stock upon the conversion of this
Note.

        6.6  NOTICES OF ADJUSTMENT. Upon the occurrence of each adjustment or
readjustment pursuant to this Article VI, the Company, at its expense, shall
promptly compute such adjustment or readjustment and prepare and furnish to each
Holder a certificate, certified by the chief financial officer of the Company,
setting forth such adjustment or readjustment and showing in reasonable detail
the facts upon which such adjustment or readjustment is based, the Conversion
Price resulting from the adjustment, and the revised number of Conversion Shares
resulting from the adjustment. The Company shall, upon the written request at
any time of any Holder, furnish to such Holder a like certificate setting forth
(i) such adjustment or readjustment, (ii) the Conversion Price at the time in
effect and (iii) the number of shares of Common Stock and the amount, if any, of
other securities or property which at the time would be received upon conversion
of a Note.

                                  ARTICLE VII
                             AMENDMENTS AND WAIVERS

             AMENDMENT AND WAIVER. Except as otherwise expressly provided
herein, the provisions of the Notes may be amended, and the Company may take any
action herein prohibited, or omit to perform any act herein required to be
performed by it, if the Company has obtained the written consent of the Majority
Holders; PROVIDED that without the written consent of the Holders of all of the
outstanding principal amount of the Notes, the Company shall take no such action
which shall (i) reduce the rate at which or change the manner in which interest
accrues on the Notes or the times at which such interest becomes payable or is
paid, (ii) change any provision relating to the payments or prepayments of
principal on the Notes, (iii) change the provisions of Article III hereof or
(iv) change the requisite percentage of Holders required for the taking of any
such action described in this proviso.

                                  ARTICLE VIII
                                  MISCELLANEOUS

        8.1  FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part
of a Holder in the exercise of any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such power, right or privilege preclude other or further exercise thereof or of
any other right, power or privilege.

        8.2  NOTICE. 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
(1) day of sending by telecopy) and shall be deemed to have been given at the
time and date of receipt (which shall include telephone line facsimile
transmission). The addresses for such communications shall be:

                                     - 16 -
<Page>

                   If to the Company:

                   Alternative Resources Corporation
                   600 Hart Road, Suite 300
                   Barrington, Illinois 60010
                   Telecopy:  (847) 381-6604
                   Attention:  Steven Purcell, Chief Financial Officer

                   with a copy to:

                   McDermott, Will & Emery
                   227 West Monroe Street
                   Chicago, Illinois 60606
                   Telecopy:  (312) 984-7700
                   Attention:  Neal J. White

                   If to either Purchaser:

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

                   With a copy to:

                   Altheimer & Gray
                   10 South Wacker Drive, Suite 4000
                   Chicago, Illinois 60606
                   Telecopy:  (312) 715-4800
                   Attention:  Mark T. Kindelin

         If to any other Holder, to such address as is provided by such Holder
in accordance with this Section 8.2.

         8.3  AMENDMENT PROVISION. This Note and any provision hereof may only
be amended or waived by an instrument in writing signed by the Company and the
Holder. Following the transfer of any portion of this Note (including any
subsequent transfer) to any third party, Holder shall, at its option, be
entitled to the benefit of any amendments to the transferred portion of this
Note. The term "NOTE" and all references thereto, as used throughout this
instrument, shall mean this instrument as originally executed, or if later
amended or supplemented, then as so amended or supplemented.

         8.4  ASSIGNABILITY. This Note shall be binding upon the Company and its
successors and assigns and shall inure to the benefit of each Holder and its
successors and assigns. The Holder shall notify the Company upon the assignment
of this Note.

                                     - 17 -
<Page>

        8.5  COST OF COLLECTION. If default or failure is made in any manner
with respect to this Note, the Company shall pay the Holder hereof costs of
collection, including reasonable attorneys' fees.

        8.6  GOVERNING LAW. This Note 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. The Company irrevocably consents
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 Agreement and
irrevocably agrees that all claims in respect of such suit or proceeding may be
determined in such courts. The Company irrevocably waives the defense of an
inconvenient forum to the maintenance of such suit or proceeding. The Company
further agrees that service of process upon the Company, mailed by first class
mail shall be deemed in every respect effective service of process upon the
Company in any such suit or proceeding. Nothing herein shall affect each
Holder's right to serve process in any other manner permitted by law. The
Company agrees that a final non-appealable 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.

        8.7  DENOMINATIONS. At the request of a Holder, upon surrender of this
Note, the Company shall promptly issue new Notes in the aggregate outstanding
principal amount hereof, in the form hereof, in such denominations as such
Holder shall request.

        8.8  LOST OR STOLEN NOTES. Upon receipt by the Company of (i) evidence
of the loss, theft, destruction or mutilation of this Note and (ii) (y) in the
case of loss, theft or destruction, an indemnity reasonably satisfactory to the
Company, or (z) in the case of mutilation, upon surrender and cancellation of
this Note, the Company shall execute and deliver new Notes, in the form hereof,
in such denominations as a Holder may request.

        8.9  RATABLE PREPAYMENTS AND DEFERRED COMPONENTS. All Prepayments or
options to elect a Deferred Component made by the Company with respect to the
Notes shall be made ratably among all Holders of Notes in accordance with the
principal amount of such Notes.

        8.10 REMEDIES, CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND
INJUNCTIVE RELIEF. The remedies provided in this Note shall be cumulative and in
addition to all other remedies available under this Note, at law or in equity
(including a decree of specific performance and/or other injunctive relief), no
remedy contained herein shall be deemed a waiver of compliance with the
provisions giving rise to such remedy and nothing herein shall limit a Holder's
right to actual damages for any failure by the Company to comply with the terms
of this Note. The Company covenants to each Holder that there shall be no
characterization concerning this instrument of any other Investment Agreement
other than as expressly provided herein or therein, as the case may be. Amounts
set forth or provided for herein or therein with respect to payments, conversion
and the like (and the computation thereof) shall be the amounts to be received
by the Holder hereof and shall not, except as expressly provided herein, be
subject to any other obligation of the Company (or the performance thereof). The
Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the holders of the Notes and that the remedy at law for any
such breach or threatened breach, the Holders shall be entitled, in addition to
all other available remedies, to specific performance or an injunction

                                     - 18 -
<Page>

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 THE COMPANY 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 NOTE
OR THE SUBJECT MATTER HEREOF OR ANY OBLIGATION HEREUNDER OR IN ANY WAY CONNECTED
WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE 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 HOLDER AND THE COMPANY ACKNOWLEDGES THAT THE PROVISIONS OF
THIS SECTION 8.10 CONSTITUTE A MATERIAL INDUCEMENT UPON WHICH EACH OF HOLDER AND
THE COMPANY HAVE RELIED, ARE RELYING AND WILL RELY IN ENTERING INTO THIS
AGREEMENT, AND EACH OF THE RELATED AGREEMENTS. Holder or the Company may file an
original counterpart or a copy of this Section 8.10 with any court as written
evidence of the consent of the parties hereto to the waiver of their respective
right to trial by jury.

        8.11 WAIVER OF PRESENTMENT, ETC. The Company waives presentment, demand,
notice of dishonor, protest and all other notices and demands in connection with
the enforcement of the Holders' rights under this Note, and hereby consents to,
and waives notice of the release with or without consideration of any of the
collateral.

        8.12 SPECIFIC SHALL NOT LIMIT GENERAL; CONSTRUCTION. No specific
provision contained in this Note shall limit or modify any more general
provision contained herein. As used herein, the word "including" shall be deemed
to mean "including, without limitation." This Note shall be deemed to be jointly
drafted by the Company and all Holders and shall not be construed against any
person as the drafter hereof.

                                      * * *

                                     - 19 -
<Page>

         IN WITNESS WHEREOF, Company has caused this Note to be signed in its
name by its duly authorized officer as of the date first written above.

                                      ALTERNATIVE RESOURCES CORPORATION

                                      By:  /s/ Steven Purcell
                                           ------------------
                                      Name:   Steven Purcell
                                      Title:  Senior Vice President and Chief
                                              Financial Officer

                                     - 20 -
<Page>

                                                               EXHIBIT A TO NOTE

                              NOTICE OF CONVERSION

The undersigned hereby irrevocably elects to convert (the "CONVERSION")
$__________ principal amount ("CONVERSION AMOUNT") of the Note dated January 31,
2002 (the "NOTE")), into shares of common stock ("COMMON STOCK") of Alternative
Resources Corporation, a Delaware corporation (the "COMPANY") according to the
conditions of the Note, as of the date written below. If securities are to be
issued in the name of a person other than the undersigned, the undersigned will
pay all transfer taxes payable with respect thereto. No fee will be charged to
the Holder for any conversion except as provided herein.

[PLEASE PAY ALL INTEREST DUE WITH RESPECT TO THE CONVERSION AMOUNT IN ACCORDANCE
WITH THE TERMS OF THE NOTE] OR [PLEASE CONVERT ALL INTEREST DUE WITH RESPECT TO
THE CONVERSION AMOUNT INTO COMMON STOCK ACCORDING TO THE TERMS OF THE NOTE].

The undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable to the undersigned upon conversion of
this Note shall be made pursuant to registration of the Common Stock under the
Securities Act of 1933, as amended (the "ACT"), or pursuant to an exemption from
registration under the Act.

In the event of partial exercise, please reissue an appropriate Note(s) for the
principal balance which shall not have been converted.

                              Date of Conversion:
                                                 -------------------------------

                              Conversion Amount:
                                                --------------------------------

                              Applicable Market Price:
                                                      --------------------------

                              Number of Shares of Common Stock
                              to be Issued:
                                           -------------------------------------

                              Signature:
                                        ----------------------------------------

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

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

ACKNOWLEDGED AND AGREED:

ALTERNATIVE RESOURCES CORPORATION

BY:
    -------------------------------------------------

NAME:
     ------------------------------------------------

TITLE:
      -----------------------------------------------

DATE:
     ------------------------------------------------

                                     - 21 -


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>7
<FILENAME>arc804exe.txt
<DESCRIPTION>EXHIBIT E
<TEXT>
                                                                     EXHIBIT E

VOID AFTER 5:00 P.M., CENTRAL STANDARD
TIME ON JANUARY 31, 2012

     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 4,920,208 Shares of
                                          Common Stock, par value $.01 per share

No: W-1

Date: January 31, 2002

                        ALTERNATIVE RESOURCES CORPORATION
                             STOCK PURCHASE WARRANT

     THIS CERTIFIES THAT, for value received, Wynnchurch Capital Partners, L.P.
or its registered assigns (the "HOLDER"), is entitled to purchase from
ALTERNATIVE RESOURCES CORPORATION, a Delaware corporation (the "COMPANY"), at
any time or from time to time during the period specified in Section 2 hereof,
4,920,208 fully paid and nonassessable shares of the Company's Common Stock, par
value $.01 per share (the "COMMON STOCK"), at an exercise price of $0.55 per
share per share (the "EXERCISE PRICE"). This Warrant is one of a series of
Warrants being issued pursuant to that certain Securities Purchase Agreement
dated January 31, 2002 among the Company and the signatories thereto (the
"SECURITIES PURCHASE AGREEMENT," and all such warrants being issued thereunder,
the "WARRANTS"). Capitalized terms used herein and not otherwise defined shall
have the respective meanings set forth in 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.

<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 the
Company at the Company's principal executive offices (or such other office or
agency of the Company as it may designate by notice to the Holder), and upon (i)
payment to the Company 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.

          (b)   ISSUANCE OF CERTIFICATES. Certificates for the Warrant Shares so
purchased, representing the aggregate number of shares specified in the Exercise
Agreement, shall be delivered to the Holder within a reasonable time, not
exceeding three (3) 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 Company 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, but the Company shall pay a cash
adjustment in respect of any fractional share which would otherwise be issuable
in an amount equal to the same fraction of the fair market value of a share of
Common Stock (as determined by the Board of Directors in good faith); provided
that in the event that sufficient funds are not legally available for the
payment of such cash adjustment any fractional shares of Common Stock shall be
rounded up to the next whole number.

     2.   PERIOD OF EXERCISE. Subject to the last sentence of Section 4(e)
hereof, this Warrant is exercisable at any time or from time to time on or after
the date hereof and before 5:00 P.M., Central Standard Time on the tenth (10th)
anniversary of the date hereof (the "EXERCISE PERIOD").

                                      -2-
<Page>

     3.   CERTAIN AGREEMENTS OF THE COMPANY. The Company hereby covenants and
agrees as follows:

          (a)   SHARES TO BE FULLY PAID. All Warrant Shares will, upon issuance
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)   RESERVATION OF SHARES. During the Exercise Period, the Company
shall at all times have authorized, and reserved for the purpose of issuance
upon exercise of this Warrant, a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant.

          (c)   CERTAIN ACTIONS PROHIBITED. The Company will not, by amendment
of its charter or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
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. Without limiting
the generality of the foregoing, the Company (i) will not increase the par value
of any shares of Common Stock receivable upon the exercise of this Warrant above
the Exercise Price then in effect, and (ii) will take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of Common Stock upon the exercise of this
Warrant.

     4.   ANTIDILUTION PROVISIONS. During the Exercise Period, the Exercise
Price and the number of Warrant Shares shall be subject to adjustment from time
to time as provided in this Section 4. In the event that any adjustment of the
Exercise Price as required herein results in a fraction of a cent, such Exercise
Price shall be rounded up or down to the nearest cent.

          (a)   ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES UPON ISSUANCE
OF COMMON STOCK. Except as otherwise provided in Section 4(c) and 4(e) hereof,
if and whenever after the initial issuance of this Warrant, the Company issues
or sells, or in accordance with Section 4(b) hereof is deemed to have issued or
sold, any shares of Common Stock for no consideration or for a consideration per
share less than the Exercise Price (as herein defined) on the date of such
issuance (a "DILUTIVE ISSUANCE"), then effective immediately upon the Dilutive
Issuance, the Exercise Price will be adjusted in accordance with the following
formula:

          E'  = (E) (O + (P/E)) / (CSDO)

          where:

          E'   =   the adjusted Exercise Price
          E    =   the then current Exercise Price;
          O    =   shall mean the number of shares of Common Stock outstanding
                   on a fully diluted basis (not including shares of Common
                   Stock held in the treasury of the Company) including Common
                   Stock issuable upon exercise of the Warrants (including the
                   B-2 Warrants to the extent not canceled) but excluding Common
                   Stock issuable upon

                                      -3-
<Page>

                   exercise of the Notes, outstanding immediately prior to the
                   Dilutive Issuance;
          P    =   the aggregate consideration, calculated as set forth in
                   Section 4(b) hereof, received by the Company upon such
                   Dilutive Issuance; and
          CSDO =   the total number of shares of Common Stock Deemed Outstanding
                   (as herein defined) immediately after the Dilutive Issuance.

          (b)   EFFECT ON EXERCISE PRICE OF CERTAIN EVENTS. For purposes of
determining the adjusted Exercise Price under Section 4(a) hereof, the following
will be applicable:

                (i)    ISSUANCE OF RIGHTS OR OPTIONS. If the Company in any
manner issues or grants any warrants, rights or options, whether or not
immediately exercisable, to subscribe for or to purchase Common Stock or other
securities directly or indirectly exercisable, convertible into or exchangeable
for Common Stock ("CONVERTIBLE SECURITIES") (such warrants, rights and options
to purchase Common Stock or Convertible Securities are hereinafter referred to
as "OPTIONS"), and the price per share for which Common Stock is issuable upon
the exercise of such Options is less than the Exercise Price on the date of
issuance ("BELOW MARKET OPTIONS"), then the maximum total number of shares of
Common Stock issuable upon the exercise of all such Below Market Options
(assuming full exercise, conversion or exchange of Convertible Securities, if
applicable) will, as of the date of the issuance or grant of such Below Market
Options, be deemed to be outstanding and to have been issued and sold by the
Company for such price per share. For purposes of the preceding sentence, the
price per share for which Common Stock is issuable upon the exercise of such
Below Market Options is determined by dividing (i) the total amount, if any,
received or receivable by the Company as consideration for the issuance or
granting of such Below Market Options, plus the minimum aggregate amount of
additional consideration, if any, payable to the Company upon the exercise of
all such Below Market Options, plus, in the case of Convertible Securities
issuable upon the exercise of such Below Market Options, the minimum aggregate
amount of additional consideration payable upon the exercise, conversion or
exchange thereof at the time such Convertible Securities first become
exercisable, convertible or exchangeable, by (ii) the maximum total number of
shares of Common Stock issuable upon the exercise of all such Below Market
Options (assuming full conversion of Convertible Securities, if applicable). No
further adjustment to the Exercise Price will be made upon the actual issuance
of such Common Stock upon the exercise of such Below Market Options or upon the
exercise, conversion or exchange of Convertible Securities issuable upon
exercise of such Below Market Options.

                (ii)   ISSUANCE OF CONVERTIBLE SECURITIES.

                       (A)   If the Company in any manner issues or sells any
Convertible Securities, whether or not immediately convertible (other than where
the same are issuable upon the exercise of Options) and the price per share for
which Common Stock is issuable upon such exercise, conversion or exchange (as
determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the
Exercise Price on the date of issuance, then the maximum total number of shares
of Common Stock issuable upon the exercise, conversion or exchange of all such
Convertible Securities will, as of the date of the issuance of such Convertible
Securities, be deemed to be outstanding and to have been issued and sold by the
Company for such price per share. For the purposes of the preceding sentence,
the price per

                                      -4-
<Page>

share for which Common Stock is issuable upon such exercise, conversion or
exchange is determined by dividing (i) the total amount, if any, received or
receivable by the Company as consideration for the issuance or sale of all such
Convertible Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Company upon the exercise, conversion or
exchange thereof at the time such Convertible Securities first become
exercisable, convertible or exchangeable, by (ii) the maximum total number of
shares of Common Stock issuable upon the exercise, conversion or exchange of all
such Convertible Securities. No further adjustment to the Exercise Price will be
made upon the actual issuances of such Common Stock upon exercise, conversion or
exchange of such Convertible Securities.

                       (B)   If the Company in any manner issues or sells any
Convertible Securities with a fluctuating conversion or exercise price or
exchange ratio (a "VARIABLE RATE CONVERTIBLE SECURITY"), then the price per
share for which Common Stock is issuable upon such exercise, conversion or
exchange for purposes of the calculation contemplated by Section 4(b)(ii)(A)
shall be deemed to be the lowest price per share which would be applicable
assuming that all holding periods and other conditions to any discounts
contained in such Convertible Security have been satisfied.

                (iii)  CHANGE IN OPTION PRICE OR CONVERSION RATE. If there is
a change at any time in (i) the amount of additional consideration payable to
the Company upon the exercise of any Options; (ii) the amount of additional
consideration, if any, payable to the Company upon the exercise, conversion or
exchange or any Convertible Securities; or (iii) the rate at which any
Convertible Securities are convertible into or exchangeable for Common Stock
(other than under or by reason of provisions designed to protect against
dilution), the Exercise Price in effect at the time of such change will be
readjusted to the Exercise Price which would have been in effect at such time
had such Options or Convertible Securities still outstanding provided for such
changed additional consideration or changed conversion rate, as the case may be,
at the time initially granted, issued or sold.

                (iv)   TREATMENT OF EXPIRED OPTIONS AND UNEXERCISED
CONVERTIBLE SECURITIES. If, in any case, the total number of shares of Common
Stock issuable upon exercise of any Options or upon exercise, conversion or
exchange of any Convertible Securities is not, in fact, issued and the rights to
exercise such option or to exercise, convert or exchange such Convertible
Securities shall have expired or terminated, the Exercise Price then in effect
will be readjusted to the Exercise Price which would have been in effect at the
time of such expiration or termination had such Options or Convertible
Securities, to the extent outstanding immediately prior to such expiration or
termination (other than in respect of the actual number of shares of Common
Stock issued upon exercise or conversion thereof), never been issued.

                (v)    CALCULATION OF CONSIDERATION RECEIVED. If any Common
Stock, Options or Convertible Securities are issued, granted or sold for cash,
the consideration received therefor for purposes of this Warrant will be the
amount received by the Company therefor, before deduction of reasonable
commissions, underwriting discounts or allowances or other reasonable expenses
paid or incurred by the Company in connection with such issuance, grant or sale,
plus the minimum aggregate amount of additional consideration, if any, payable
to the Company upon the exercise, conversion or exchange of all such Options or
Convertible Securities at the time such Options or Convertible Securities first
become exercisable,

                                      -5-
<Page>

convertible or exchangeable. In case any Common Stock, Options or Convertible
Securities are issued or sold for a consideration part or all of which shall be
other than cash, the amount of the consideration other than cash received by the
Company will be the fair market value of such consideration except where such
consideration consists of freely-tradeable securities, in which case the amount
of consideration received by the Company will be the Market Price thereof as of
the date of receipt. In case any Common Stock, Options or Convertible Securities
are issued in connection with any merger or consolidation in which the Company
is the surviving corporation, the amount of consideration therefor will be
deemed to be the fair market value of such portion of the net assets and
business of the non-surviving corporation as is attributable to such Common
Stock, Options or Convertible Securities, as the case may be. The fair market
value of any consideration other than cash or securities will be determined in
the good faith reasonable business judgment of the Board of Directors, provided,
however, that in any case where the aggregate value of such consideration
exceeds Five Million Dollars ($5,000,000) such valuation is subject to the
reasonable approval of the Holders of the Warrants holding at least a majority
of the Warrant Shares then exercisable thereunder (the "MAJORITY HOLDERS"). If
the Company and the Majority Holders are unable to agree upon the valuation set
forth in the prior sentence, the valuation will be determined by an independent,
nationally recognized accounting form selected by the Company and reasonably
acceptable to the Majority Holders, the costs of which will be borne by the
Company.

                (vi)   EXCEPTIONS TO ADJUSTMENT OF EXERCISE PRICE. No
adjustment to the Exercise Price will be made (i) upon the exercise of any
warrants, options or convertible securities issued and outstanding on the date
hereof in accordance with the terms of such securities as of such date; (ii)
upon the issuance of Notes in accordance with terms of the Securities Purchase
Agreement; (iii) upon the exercise of the Warrants (including the B-2 Warrants);
or (iv) upon conversion of the Notes.

          (c)   SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Company, at
any time after the initial issuance of this Warrant, subdivides (by any stock
split, stock dividend, recapitalization, reorganization, reclassification or
otherwise) its shares of Common Stock into a greater number of shares, then,
after the date of record for effecting such subdivision, the Exercise Price in
effect immediately prior to such subdivision will be proportionately reduced. If
the Company, at any time after the initial issuance of this Warrant, combines
(by reverse stock split, recapitalization, reorganization, reclassification or
otherwise) its shares of Common Stock into a smaller number of shares, then,
after the date of record for effecting such combination, the Exercise Price in
effect immediately prior to such combination will be proportionately increased.

          (d)   ADJUSTMENT IN NUMBER OF SHARES. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Section 4, the number of
shares of Common Stock issuable upon exercise of this Warrant shall be adjusted
by multiplying a number equal to the Exercise Price in effect immediately prior
to such adjustment by the number of shares of Common Stock issuable upon
exercise of this Warrant immediately prior to such adjustment and dividing the
product so obtained by the adjusted Exercise Price.

          (e)   MAJOR TRANSACTIONS. If the Company shall consolidate or merge
with any other corporation or entity (other than a merger in which the Company
is the surviving or continuing entity and its capital stock is unchanged and
unissued in such transaction which does

                                      -6-
<Page>

not result in a Change of Control (as defined in the Note)) or there shall occur
any share exchange pursuant to which all of the outstanding shares of Common
Stock are converted into other securities or property or any reclassification or
change of the outstanding shares of Common Stock or the Company shall sell all
or substantially all of its assets (each of the foregoing being a "MAJOR
TRANSACTION"), then the holder of this Warrant may, at its option, either (a) in
the event that the Common Stock remains outstanding and continues to be held
immediately following the transactions by those persons holding Common Stock
immediately prior to such transaction or holders of Common Stock receive any
common stock or substantially similar equity interest, and the Common Stock of
the Purchaser or the resulting company, as the case may be, is registered
pursuant to the Securities Act and the Exchange Act, retain this Warrant and
this Warrant shall continue to apply to such Common Stock or shall apply, as
nearly as practicable, to such other common stock or equity interest, as the
case may be (with such equitable adjustments to the Exercise Price as may be
appropriate), or (b) regardless of whether (a) applies, receive consideration,
in exchange for this Warrant, equal to the number of shares of stock or
securities or property of the Company, or of the entity resulting from such
Major Transaction (the "MAJOR TRANSACTION CONSIDERATION"), to which a holder of
the number of shares of Common Stock delivered upon the exercise of this Warrant
(pursuant to the cashless exercise feature hereof) would have been entitled upon
such Major Transaction had such holder so exercised this Warrant on the trading
date immediately preceding the public announcement of the transaction resulting
in such Major Transaction and had such Common Stock been issued and outstanding
and had such Holder been the holder of record of such Common Stock at the time
of the consummation of such Major Transaction, and the Company shall make lawful
provision for the foregoing as a part of such Major Transaction and to the
extent that any replacement shares for the Common Stock are not able to be sold
immediately and in full by Holder without registration of such shares under the
Securities Act, shall cause the issuer of any security in such transaction which
constitutes Registrable Securities under that certain Registration Rights
Agreement of even date herewith among the Company and the signatories thereto
(the "REGISTRATION RIGHTS AGREEMENT") to assume all of the Company's obligations
under the Registration Rights Agreement. No later than ten (10) days prior to
the consummation of the Major Transaction but not prior to the public
announcement of such Major Transaction, the Company shall deliver written notice
("NOTICE OF TRANSACTION") to each holder of a Warrant, which Notice of
Transaction shall be deemed to have been delivered one (1) business day after
the Company's sending such notice by telecopy (provided that the Company sends a
confirming copy of such notice on the same day by overnight courier) of such
Notice of Transaction. Such Notice of Transaction shall indicate the amount and
type of the transaction consideration which such holder of a Warrant would
receive under this section ("TRANSACTION CONSIDERATION"). If the Transaction
Consideration is cash and does not consist entirely of United States currency,
such holder may elect to receive United States currency in an amount equal to
the value of the Transaction Consideration in lieu of the Transaction
Consideration by delivering notice of such election to the Company within ten
(10) days of such holder's receipt of the Notice of Transaction which notice
shall also set forth whether Holder chooses to avail itself of any of the
options under this Section 4(e). If neither (a) nor (b) of this Section 4(e) is
elected by Holder, or this Warrant is not otherwise exercised, this Warrant
shall expire on the consummation of a Major Transaction.

          (f)   DISTRIBUTION OF ASSETS. In case the Company shall declare or
make any distribution of its assets (or rights to acquire its assets) to holders
of Common Stock as a partial

                                      -7-
<Page>

liquidating dividend, by way of return of capital or otherwise (including any
dividend or distribution to the Company's stockholders of cash or shares (or
rights to acquire shares) of capital stock of a subsidiary) (a "DISTRIBUTION"),
at any time after the initial issuance of this Warrant, then the Holder shall be
entitled upon exercise of this Warrant for the purchase of any or all of the
shares of Common Stock subject hereto, to receive the amount of such assets (or
rights) which would have been payable to the Holder had such Holder been the
holder of such shares of Common Stock on the record date for the determination
of stockholders entitled to such Distribution.

          (g)   NOTICES OF ADJUSTMENT. Upon the occurrence of any event which
requires any adjustment of the Exercise Price, then, and in each such case, the
Company shall give notice thereof to the Holder, which notice shall state the
Exercise Price resulting from such adjustment and the increase or decrease in
the number of Warrant Shares purchasable at such price upon exercise, setting
forth in reasonable detail the method of calculation and the facts upon which
such calculation is based. Such calculation shall be certified by the Chief
Financial Officer of the Company.

          (h)   MINIMUM ADJUSTMENT OF EXERCISE PRICE. No adjustment of the
Exercise Price shall be made in an amount of less than 1% of the Exercise Price
in effect at the time such adjustment is otherwise required to be made, but any
such lesser adjustment shall be carried forward and shall be made at the time
and together with the next subsequent adjustment which, together with any
adjustments so carried forward, shall amount to not less than 1% of such
Exercise Price. Other than pursuant to Sections 4(b)(iii) and 4(b)(iv) hereof,
no adjustment under Section 4(a) shall have the effect of increasing the
Exercise Price.

          (i)   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 Company shall give 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

                                      -8-
<Page>

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 given at
least 30 days prior to the record date or the date on which the Company's books
are closed in respect thereto, but in no event earlier than public announcement
of such proposed transaction or event.

          (j)   CERTAIN DEFINITIONS.

                (i)   "COMMON STOCK DEEMED OUTSTANDING" shall mean the number
of shares of Common Stock outstanding on a fully diluted basis (not including
shares of Common Stock held in the treasury of the Company) including Common
Stock issuable upon exercise of the Warrants (including the B-2 Warrants to the
extent not canceled) but excluding Common Stock issuable upon conversion of the
Notes, plus (x) in case of any adjustment required by Section 4(a) resulting
from the issuance of any Options, the maximum total number of shares of Common
Stock issuable upon the exercise of the Options for which the adjustment is
required (including any Common Stock issuable upon the conversion of Convertible
Securities issuable upon the exercise of such Options), and (y) in the case of
any adjustment required by Section 4(a) resulting from the issuance of any
Convertible Securities, the maximum total number of shares of Common Stock
issuable upon the exercise, conversion or exchange of the Convertible Securities
for which the adjustment is required, as of the date of issuance of such
Convertible Securities, if any.

                (ii)  "MARKET PRICE," means, as of any date, the average of the
Closing Bid prices for the Common Stock during the ten (10) consecutive trading
days immediately preceding, but not including, such determination date;
provided, however, that in the case of a calculation of Market Price made in
connection with a public offering of securities, for purposes of Section 4, the
Market Price shall be the closing bid price on the day of pricing of such public
offering.

                (iii) "COMMON STOCK," for purposes of this Section 4, includes
the Common Stock and any additional class of stock of the Company having no
preference as to dividends or distributions on liquidation, provided that the
shares purchasable pursuant to this Warrant shall include only Common Stock in
respect of which this Warrant is exercisable, or shares resulting from any
subdivision or combination of such Common Stock, or in the case of any
reorganization, reclassification, consolidation, merger, or sale of the
character referred to in Section 4(e) hereof, the stock or other securities or
property provided for in such Section.

                (iv)  "CLOSING BID PRICE" means, for any security as of any
date, the closing bid price of such security on the principal securities
exchange or trading market where such security is listed or traded as reported
by Bloomberg Financial Markets or a comparable reporting service of national
reputation selected by the Company and reasonably acceptable to Holders of a
majority of the aggregate principal amount represented by the then outstanding
Notes (with the consent of the Holder so long as the Holder continues to own
Notes) ("MAJORITY HOLDERS") if Bloomberg Financial Markets is not then reporting
closing bid prices of such security (collectively, "BLOOMBERG"), or if the
foregoing does not apply, the last reported sale

                                      -9-
<Page>

price of such security in the over-the-counter market on the electronic
bulletin board of such security as reported by Bloomberg, or, if no sale price
is reported for such security by Bloomberg, the average of the bid prices of any
market makers for such security as reported in the "pink sheets" by the National
Quotation Bureau, Inc. If the Closing Bid Price cannot be calculated for such
security on such date on any of the foregoing bases, the Closing Bid Price of
such security on such date shall be the fair market value as reasonably
determined by an investment banking firm selected by the Company and reasonably
acceptable to the Holder, with the costs of such determination to be borne by
the Company.

     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
Company 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.

     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 the Company referred to
in Section 7(e) below. Until due presentment for registration of transfer on the
books of the Company, the Company may treat the registered holder hereof as the
owner and holder hereof for all purposes, and the Company 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 Company 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 Company 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.

          (b)   WARRANT EXCHANGEABLE FOR DIFFERENT DENOMINATIONS. This Warrant
is exchangeable, upon the surrender hereof by the Holder at the office or agency
of the Company referred to in Section 7(e) below, for new Warrants, in the form
hereof, of different denominations representing in the aggregate the right to
purchase the number of shares of

                                      -10-
<Page>

Common Stock which may be purchased hereunder, each of such new Warrants to
represent the right to purchase such number of shares as shall be designated by
the Holder of at the time of such surrender.

          (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 Company, or, in the case of any such mutilation, upon surrender and
cancellation of this Warrant, the Company, at its 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 8, this Warrant shall be promptly canceled by the Company. The
Company 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.

          (e)   WARRANT REGISTER. The Company shall maintain, at its principal
executive offices (or such other office or agency of the Company as it may
designate by notice to the Holder), a register for this Warrant, in which the
Company shall record the name and address of the person in whose name this
Warrant has been issued, as well as the name and address of each transferee and
each prior owner of this Warrant.

     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.

     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 the Company:

                         Alternative Resources Corporation
                         600 Hart Road, Suite 300
                         Barrington, Illinois 60010
                         Telecopy: 847-381-6604
                         Attention: Steven Purcell, Chief Financial Officer

                                      -11-
<Page>

                         with a copy to:

                         McDermott, Will & Emery
                         227 West Monroe Street
                         Chicago, Illinois 60606
                         Telecopy: 312-984-7700
                         Attention: Neal J. White

and if to the Holder, at such address as Holder shall have provided in writing
to the Company, 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. The Company
irrevocably consents 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. The Company irrevocably
waives the defense of an inconvenient forum to the maintenance of such suit or
proceeding. The Company agrees 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. The
Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Holders of the Warrants and that the remedy at law for
any such breach or threatened breach, the Holders shall be entitled, in addition
to all other available remedies, to specific 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 THE COMPANY 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 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 HOLDER AND THE COMPANY ACKNOWLEDGES THAT THE PROVISIONS OF
THIS SECTION 10 CONSTITUTE A MATERIAL INDUCEMENT UPON WHICH EACH OF HOLDER AND
THE COMPANY HAVE RELIED, ARE RELYING AND WILL RELY IN ENTERING INTO THIS
AGREEMENT, AND EACH OF THE RELATED AGREEMENTS. Holder or the Company 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.

                                      -12-
<Page>

     11.  MISCELLANEOUS.

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

          (d)   ASSIGNABILITY. This Warrant shall be binding upon the Company
and its successors and assigns and shall inure to the benefit of Holder and its
successors and assigns. The Holder shall notify the Company upon the assignment
of this Warrant.

                                     * * *

                                      -13-
<Page>

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

                                        ALTERNATIVE RESOURCES CORPORATION


                                        By: /s/ Steven Purcell
                                            ------------------------------------
                                        Name:  Steven Purcell
                                        Title: Senior Vice President and Chief
                                               Financial Officer

                                      -14-
<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:
                                         ---------------------------------------
                                         ---------------------------------------

<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.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>8
<FILENAME>arc804exf.txt
<DESCRIPTION>EXHIBIT F
<TEXT>
                                                                     EXHIBIT F

VOID AFTER 5:00 P.M., CENTRAL STANDARD
TIME ON  JANUARY 31, 2012

     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 5,079,792 Shares of
                                          Common Stock, par value $.01 per share

No: W-2

Date: January 31, 2002

                        ALTERNATIVE RESOURCES CORPORATION
                             STOCK PURCHASE WARRANT

     THIS CERTIFIES THAT, for value received, Wynnchurch Capital Partners
Canada, L.P. or its registered assigns (the "HOLDER"), is entitled to purchase
from ALTERNATIVE RESOURCES CORPORATION, a Delaware corporation (the "COMPANY"),
at any time or from time to time during the period specified in Section 2
hereof, 5,079,792 fully paid and nonassessable shares of the Company's Common
Stock, par value $.01 per share (the "COMMON STOCK"), at an exercise price of
$0.55 per share per share (the "EXERCISE PRICE"). This Warrant is one of a
series of Warrants being issued pursuant to that certain Securities Purchase
Agreement dated January 31, 2002 among the Company and the signatories thereto
(the "SECURITIES PURCHASE AGREEMENT," and all such warrants being issued
thereunder, the "WARRANTS"). Capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in 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.

                                      -1-
<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 the
Company at the Company's principal executive offices (or such other office or
agency of the Company as it may designate by notice to the Holder), and upon (i)
payment to the Company 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.

          (b)   ISSUANCE OF CERTIFICATES. Certificates for the Warrant Shares so
purchased, representing the aggregate number of shares specified in the Exercise
Agreement, shall be delivered to the Holder within a reasonable time, not
exceeding three (3) 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 Company 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, but the Company shall pay a cash
adjustment in respect of any fractional share which would otherwise be issuable
in an amount equal to the same fraction of the fair market value of a share of
Common Stock (as determined by the Board of Directors in good faith); provided
that in the event that sufficient funds are not legally available for the
payment of such cash adjustment any fractional shares of Common Stock shall be
rounded up to the next whole number.

     2.   PERIOD OF EXERCISE. Subject to the last sentence of Section 4(e)
hereof, this Warrant is exercisable at any time or from time to time on or after
the date hereof and before 5:00 P.M., Central Standard Time on the tenth (10th)
anniversary of the date hereof (the "EXERCISE PERIOD").

                                      -2-
<Page>

     3.   CERTAIN AGREEMENTS OF THE COMPANY. The Company hereby covenants and
agrees as follows:

          (a)   SHARES TO BE FULLY PAID. All Warrant Shares will, upon issuance
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)   RESERVATION OF SHARES. During the Exercise Period, the Company
shall at all times have authorized, and reserved for the purpose of issuance
upon exercise of this Warrant, a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant.

          (c)   CERTAIN ACTIONS PROHIBITED. The Company will not, by amendment
of its charter or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
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. Without limiting
the generality of the foregoing, the Company (i) will not increase the par value
of any shares of Common Stock receivable upon the exercise of this Warrant above
the Exercise Price then in effect, and (ii) will take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of Common Stock upon the exercise of this
Warrant.

     4.   ANTIDILUTION PROVISIONS. During the Exercise Period, the Exercise
Price and the number of Warrant Shares shall be subject to adjustment from time
to time as provided in this Section 4. In the event that any adjustment of the
Exercise Price as required herein results in a fraction of a cent, such Exercise
Price shall be rounded up or down to the nearest cent.

          (a)   ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES UPON ISSUANCE
OF COMMON STOCK. Except as otherwise provided in Section 4(c) and 4(e) hereof,
if and whenever after the initial issuance of this Warrant, the Company issues
or sells, or in accordance with Section 4(b) hereof is deemed to have issued or
sold, any shares of Common Stock for no consideration or for a consideration per
share less than the Exercise Price (as herein defined) on the date of such
issuance (a "DILUTIVE ISSUANCE"), then effective immediately upon the Dilutive
Issuance, the Exercise Price will be adjusted in accordance with the following
formula:

                E'=(E) (O + (P/E)) / (CSDO)

                where:

                E'       =        the adjusted Exercise Price
                E        =        the then current Exercise Price;
                O        =        shall mean the number of shares of Common
                                  Stock outstanding on a fully diluted basis
                                  (not including shares of Common Stock held
                                  in the treasury of the Company) including
                                  Common Stock issuable upon exercise of the
                                  Warrants (including the B-2 Warrants to the
                                  extent not canceled) but excluding Common
                                  Stock issuable upon

                                    -3-
<Page>

                                  exercise of the Notes, outstanding
                                  immediately prior to the Dilutive Issuance;

                P        =        the  aggregate  consideration,  calculated
                                  as set forth in Section 4(b) hereof,
                                  received by the Company upon such Dilutive
                                  Issuance;and
                CSDO     =        the total number of shares of Common Stock
                                  Deemed Outstanding (as herein defined)
                                  immediately after the Dilutive Issuance.

                (b) EFFECT ON EXERCISE PRICE OF CERTAIN EVENTS. For purposes of
determining the adjusted Exercise Price under Section 4(a) hereof, the following
will be applicable:

                    (i) ISSUANCE OF RIGHTS OR OPTIONS. If the Company in any
manner issues or grants any warrants, rights or options, whether or not
immediately exercisable, to subscribe for or to purchase Common Stock or other
securities directly or indirectly exercisable, convertible into or exchangeable
for Common Stock ("CONVERTIBLE SECURITIES") (such warrants, rights and options
to purchase Common Stock or Convertible Securities are hereinafter referred to
as "OPTIONS"), and the price per share for which Common Stock is issuable upon
the exercise of such Options is less than the Exercise Price on the date of
issuance ("BELOW MARKET OPTIONS"), then the maximum total number of shares of
Common Stock issuable upon the exercise of all such Below Market Options
(assuming full exercise, conversion or exchange of Convertible Securities, if
applicable) will, as of the date of the issuance or grant of such Below Market
Options, be deemed to be outstanding and to have been issued and sold by the
Company for such price per share. For purposes of the preceding sentence, the
price per share for which Common Stock is issuable upon the exercise of such
Below Market Options is determined by dividing (i) the total amount, if any,
received or receivable by the Company as consideration for the issuance or
granting of such Below Market Options, plus the minimum aggregate amount of
additional consideration, if any, payable to the Company upon the exercise of
all such Below Market Options, plus, in the case of Convertible Securities
issuable upon the exercise of such Below Market Options, the minimum aggregate
amount of additional consideration payable upon the exercise, conversion or
exchange thereof at the time such Convertible Securities first become
exercisable, convertible or exchangeable, by (ii) the maximum total number of
shares of Common Stock issuable upon the exercise of all such Below Market
Options (assuming full conversion of Convertible Securities, if applicable). No
further adjustment to the Exercise Price will be made upon the actual issuance
of such Common Stock upon the exercise of such Below Market Options or upon the
exercise, conversion or exchange of Convertible Securities issuable upon
exercise of such Below Market Options.

                    (ii) ISSUANCE OF CONVERTIBLE SECURITIES.

                         (A) If the Company in any manner issues or sells any
Convertible Securities, whether or not immediately convertible (other than where
the same are issuable upon the exercise of Options) and the price per share for
which Common Stock is issuable upon such exercise, conversion or exchange (as
determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the
Exercise Price on the date of issuance, then the maximum total number of shares
of Common Stock issuable upon the exercise, conversion or exchange of all such
Convertible Securities will, as of the date of the issuance of such Convertible
Securities, be deemed to be outstanding and to have been issued and sold by the
Company for such price per share. For the purposes of the preceding sentence,
the price per

                                      -4-
<Page>

share for which Common Stock is issuable upon such exercise, conversion or
exchange is determined by dividing (i) the total amount, if any, received or
receivable by the Company as consideration for the issuance or sale of all such
Convertible Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Company upon the exercise, conversion or
exchange thereof at the time such Convertible Securities first become
exercisable, convertible or exchangeable, by (ii) the maximum total number of
shares of Common Stock issuable upon the exercise, conversion or exchange of all
such Convertible Securities. No further adjustment to the Exercise Price will be
made upon the actual issuances of such Common Stock upon exercise, conversion or
exchange of such Convertible Securities.

                      (B)   If the Company in any manner issues or sells any
Convertible Securities with a fluctuating conversion or exercise price or
exchange ratio (a "VARIABLE RATE CONVERTIBLE SECURITY"), then the price per
share for which Common Stock is issuable upon such exercise, conversion or
exchange for purposes of the calculation contemplated by Section 4(b)(ii)(A)
shall be deemed to be the lowest price per share which would be applicable
assuming that all holding periods and other conditions to any discounts
contained in such Convertible Security have been satisfied.

                (iii) CHANGE IN OPTION PRICE OR CONVERSION RATE. If there is a
change at any time in (i) the amount of additional consideration payable to the
Company upon the exercise of any Options; (ii) the amount of additional
consideration, if any, payable to the Company upon the exercise, conversion or
exchange or any Convertible Securities; or (iii) the rate at which any
Convertible Securities are convertible into or exchangeable for Common Stock
(other than under or by reason of provisions designed to protect against
dilution), the Exercise Price in effect at the time of such change will be
readjusted to the Exercise Price which would have been in effect at such time
had such Options or Convertible Securities still outstanding provided for such
changed additional consideration or changed conversion rate, as the case may be,
at the time initially granted, issued or sold.

                (iv)  TREATMENT OF EXPIRED OPTIONS AND UNEXERCISED CONVERTIBLE
SECURITIES. If, in any case, the total number of shares of Common Stock issuable
upon exercise of any Options or upon exercise, conversion or exchange of any
Convertible Securities is not, in fact, issued and the rights to exercise such
option or to exercise, convert or exchange such Convertible Securities shall
have expired or terminated, the Exercise Price then in effect will be readjusted
to the Exercise Price which would have been in effect at the time of such
expiration or termination had such Options or Convertible Securities, to the
extent outstanding immediately prior to such expiration or termination (other
than in respect of the actual number of shares of Common Stock issued upon
exercise or conversion thereof), never been issued.

                (v)   CALCULATION OF CONSIDERATION RECEIVED. If any Common
Stock, Options or Convertible Securities are issued, granted or sold for cash,
the consideration received therefor for purposes of this Warrant will be the
amount received by the Company therefor, before deduction of reasonable
commissions, underwriting discounts or allowances or other reasonable expenses
paid or incurred by the Company in connection with such issuance, grant or sale,
plus the minimum aggregate amount of additional consideration, if any, payable
to the Company upon the exercise, conversion or exchange of all such Options or
Convertible Securities at the time such Options or Convertible Securities first
become exercisable,

                                      -5-
<Page>

convertible or exchangeable. In case any Common Stock, Options or Convertible
Securities are issued or sold for a consideration part or all of which shall be
other than cash, the amount of the consideration other than cash received by the
Company will be the fair market value of such consideration except where such
consideration consists of freely-tradeable securities, in which case the amount
of consideration received by the Company will be the Market Price thereof as of
the date of receipt. In case any Common Stock, Options or Convertible Securities
are issued in connection with any merger or consolidation in which the Company
is the surviving corporation, the amount of consideration therefor will be
deemed to be the fair market value of such portion of the net assets and
business of the non-surviving corporation as is attributable to such Common
Stock, Options or Convertible Securities, as the case may be. The fair market
value of any consideration other than cash or securities will be determined in
the good faith reasonable business judgment of the Board of Directors, provided,
however, that in any case where the aggregate value of such consideration
exceeds Five Million Dollars ($5,000,000) such valuation is subject to the
reasonable approval of the Holders of the Warrants holding at least a majority
of the Warrant Shares then exercisable thereunder (the "MAJORITY HOLDERS"). If
the Company and the Majority Holders are unable to agree upon the valuation set
forth in the prior sentence, the valuation will be determined by an independent,
nationally recognized accounting form selected by the Company and reasonably
acceptable to the Majority Holders, the costs of which will be borne by the
Company.

                (vi)  EXCEPTIONS TO ADJUSTMENT OF EXERCISE PRICE. No adjustment
to the Exercise Price will be made (i) upon the exercise of any warrants,
options or convertible securities issued and outstanding on the date hereof in
accordance with the terms of such securities as of such date; (ii) upon the
issuance of Notes in accordance with terms of the Securities Purchase Agreement;
(iii) upon the exercise of the Warrants (including the B-2 Warrants); or (iv)
upon conversion of the Notes.

          (c)   SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Company, at
any time after the initial issuance of this Warrant, subdivides (by any stock
split, stock dividend, recapitalization, reorganization, reclassification or
otherwise) its shares of Common Stock into a greater number of shares, then,
after the date of record for effecting such subdivision, the Exercise Price in
effect immediately prior to such subdivision will be proportionately reduced. If
the Company, at any time after the initial issuance of this Warrant, combines
(by reverse stock split, recapitalization, reorganization, reclassification or
otherwise) its shares of Common Stock into a smaller number of shares, then,
after the date of record for effecting such combination, the Exercise Price in
effect immediately prior to such combination will be proportionately increased.

          (d)   ADJUSTMENT IN NUMBER OF SHARES. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Section 4, the number of
shares of Common Stock issuable upon exercise of this Warrant shall be adjusted
by multiplying a number equal to the Exercise Price in effect immediately prior
to such adjustment by the number of shares of Common Stock issuable upon
exercise of this Warrant immediately prior to such adjustment and dividing the
product so obtained by the adjusted Exercise Price.

          (e)   MAJOR TRANSACTIONS. If the Company shall consolidate or merge
with any other corporation or entity (other than a merger in which the Company
is the surviving or continuing entity and its capital stock is unchanged and
unissued in such transaction which does

                                      -6-
<Page>

not result in a Change of Control (as defined in the Note)) or there shall occur
any share exchange pursuant to which all of the outstanding shares of Common
Stock are converted into other securities or property or any reclassification or
change of the outstanding shares of Common Stock or the Company shall sell all
or substantially all of its assets (each of the foregoing being a "MAJOR
TRANSACTION"), then the holder of this Warrant may, at its option, either (a) in
the event that the Common Stock remains outstanding and continues to be held
immediately following the transactions by those persons holding Common Stock
immediately prior to such transaction or holders of Common Stock receive any
common stock or substantially similar equity interest, and the Common Stock of
the Purchaser or the resulting company, as the case may be, is registered
pursuant to the Securities Act and the Exchange Act, retain this Warrant and
this Warrant shall continue to apply to such Common Stock or shall apply, as
nearly as practicable, to such other common stock or equity interest, as the
case may be (with such equitable adjustments to the Exercise Price as may be
appropriate), or (b) regardless of whether (a) applies, receive consideration,
in exchange for this Warrant, equal to the number of shares of stock or
securities or property of the Company, or of the entity resulting from such
Major Transaction (the "MAJOR TRANSACTION CONSIDERATION"), to which a holder of
the number of shares of Common Stock delivered upon the exercise of this Warrant
(pursuant to the cashless exercise feature hereof) would have been entitled upon
such Major Transaction had such holder so exercised this Warrant on the trading
date immediately preceding the public announcement of the transaction resulting
in such Major Transaction and had such Common Stock been issued and outstanding
and had such Holder been the holder of record of such Common Stock at the time
of the consummation of such Major Transaction, and the Company shall make lawful
provision for the foregoing as a part of such Major Transaction and to the
extent that any replacement shares for the Common Stock are not able to be sold
immediately and in full by Holder without registration of such shares under the
Securities Act, shall cause the issuer of any security in such transaction which
constitutes Registrable Securities under that certain Registration Rights
Agreement of even date herewith among the Company and the signatories thereto
(the "REGISTRATION RIGHTS AGREEMENT") to assume all of the Company's obligations
under the Registration Rights Agreement. No later than ten (10) days prior to
the consummation of the Major Transaction but not prior to the public
announcement of such Major Transaction, the Company shall deliver written notice
("NOTICE OF TRANSACTION") to each holder of a Warrant, which Notice of
Transaction shall be deemed to have been delivered one (1) business day after
the Company's sending such notice by telecopy (provided that the Company sends a
confirming copy of such notice on the same day by overnight courier) of such
Notice of Transaction. Such Notice of Transaction shall indicate the amount and
type of the transaction consideration which such holder of a Warrant would
receive under this section ("TRANSACTION CONSIDERATION"). If the Transaction
Consideration is cash and does not consist entirely of United States currency,
such holder may elect to receive United States currency in an amount equal to
the value of the Transaction Consideration in lieu of the Transaction
Consideration by delivering notice of such election to the Company within ten
(10) days of such holder's receipt of the Notice of Transaction which notice
shall also set forth whether Holder chooses to avail itself of any of the
options under this Section 4(e). If neither (a) nor (b) of this Section 4(e) is
elected by Holder, or this Warrant is not otherwise exercised, this Warrant
shall expire on the consummation of a Major Transaction.

          (f)   DISTRIBUTION OF ASSETS. In case the Company shall declare or
make any distribution of its assets (or rights to acquire its assets) to holders
of Common Stock as a partial

                                      -7-
<Page>

liquidating dividend, by way of return of capital or otherwise (including any
dividend or distribution to the Company's stockholders of cash or shares (or
rights to acquire shares) of capital stock of a subsidiary) (a "DISTRIBUTION"),
at any time after the initial issuance of this Warrant, then the Holder shall be
entitled upon exercise of this Warrant for the purchase of any or all of the
shares of Common Stock subject hereto, to receive the amount of such assets (or
rights) which would have been payable to the Holder had such Holder been the
holder of such shares of Common Stock on the record date for the determination
of stockholders entitled to such Distribution.

          (g)   NOTICES OF ADJUSTMENT. Upon the occurrence of any event which
requires any adjustment of the Exercise Price, then, and in each such case, the
Company shall give notice thereof to the Holder, which notice shall state the
Exercise Price resulting from such adjustment and the increase or decrease in
the number of Warrant Shares purchasable at such price upon exercise, setting
forth in reasonable detail the method of calculation and the facts upon which
such calculation is based. Such calculation shall be certified by the Chief
Financial Officer of the Company.

          (h)   MINIMUM ADJUSTMENT OF EXERCISE PRICE. No adjustment of the
Exercise Price shall be made in an amount of less than 1% of the Exercise Price
in effect at the time such adjustment is otherwise required to be made, but any
such lesser adjustment shall be carried forward and shall be made at the time
and together with the next subsequent adjustment which, together with any
adjustments so carried forward, shall amount to not less than 1% of such
Exercise Price. Other than pursuant to Sections 4(b)(iii) and 4(b)(iv) hereof,
no adjustment under Section 4(a) shall have the effect of increasing the
Exercise Price.

          (i)   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 Company shall give 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

                                      -8-
<Page>

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 given at
least 30 days prior to the record date or the date on which the Company's books
are closed in respect thereto, but in no event earlier than public announcement
of such proposed transaction or event.

          (j)   CERTAIN DEFINITIONS.

                (i)     "COMMON STOCK DEEMED OUTSTANDING" shall mean the number
of shares of Common Stock outstanding on a fully diluted basis (not including
shares of Common Stock held in the treasury of the Company) including Common
Stock issuable upon exercise of the Warrants (including the B-2 Warrants to the
extent not canceled) but excluding Common Stock issuable upon conversion of the
Notes, plus (x) in case of any adjustment required by Section 4(a) resulting
from the issuance of any Options, the maximum total number of shares of Common
Stock issuable upon the exercise of the Options for which the adjustment is
required (including any Common Stock issuable upon the conversion of Convertible
Securities issuable upon the exercise of such Options), and (y) in the case of
any adjustment required by Section 4(a) resulting from the issuance of any
Convertible Securities, the maximum total number of shares of Common Stock
issuable upon the exercise, conversion or exchange of the Convertible Securities
for which the adjustment is required, as of the date of issuance of such
Convertible Securities, if any.

                (ii)    "MARKET PRICE," means, as of any date, the average of
the Closing Bid prices for the Common Stock during the ten (10) consecutive
trading days immediately preceding, but not including, such determination date;
provided, however, that in the case of a calculation of Market Price made in
connection with a public offering of securities, for purposes of Section 4, the
Market Price shall be the closing bid price on the day of pricing of such public
offering.

                (iii)   "COMMON STOCK," for purposes of this Section 4, includes
the Common Stock and any additional class of stock of the Company having no
preference as to dividends or distributions on liquidation, provided that the
shares purchasable pursuant to this Warrant shall include only Common Stock in
respect of which this Warrant is exercisable, or shares resulting from any
subdivision or combination of such Common Stock, or in the case of any
reorganization, reclassification, consolidation, merger, or sale of the
character referred to in Section 4(e) hereof, the stock or other securities or
property provided for in such Section.

                (iv)    "CLOSING BID PRICE" means, for any security as of any
date, the closing bid price of such security on the principal securities
exchange or trading market where such security is listed or traded as reported
by Bloomberg Financial Markets or a comparable reporting service of national
reputation selected by the Company and reasonably acceptable to Holders of a
majority of the aggregate principal amount represented by the then outstanding
Notes (with the consent of the Holder so long as the Holder continues to own
Notes) ("MAJORITY HOLDERS") if Bloomberg Financial Markets is not then reporting
closing bid prices of such security (collectively, "BLOOMBERG"), or if the
foregoing does not apply, the last reported sale

                                      -9-
<Page>

price of such security in the over-the-counter market on the electronic bulletin
board of such security as reported by Bloomberg, or, if no sale price is
reported for such security by Bloomberg, the average of the bid prices of any
market makers for such security as reported in the "pink sheets" by the National
Quotation Bureau, Inc. If the Closing Bid Price cannot be calculated for such
security on such date on any of the foregoing bases, the Closing Bid Price of
such security on such date shall be the fair market value as reasonably
determined by an investment banking firm selected by the Company and reasonably
acceptable to the Holder, with the costs of such determination to be borne by
the Company.

     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
Company 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.

     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 the Company referred to
in Section 7(e) below. Until due presentment for registration of transfer on the
books of the Company, the Company may treat the registered holder hereof as the
owner and holder hereof for all purposes, and the Company 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 Company 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 Company 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.

          (b)   WARRANT EXCHANGEABLE FOR DIFFERENT DENOMINATIONS. This Warrant
is exchangeable, upon the surrender hereof by the Holder at the office or agency
of the Company referred to in Section 7(e) below, for new Warrants, in the form
hereof, of different denominations representing in the aggregate the right to
purchase the number of shares of

                                      -10-
<Page>

Common Stock which may be purchased hereunder, each of such new
Warrants to represent the right to purchase such number of shares as shall be
designated by the Holder of at the time of such surrender.

          (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 Company, or, in the case of any such mutilation, upon surrender and
cancellation of this Warrant, the Company, at its 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 8, this Warrant shall be promptly canceled by the Company. The
Company 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.

          (e)   WARRANT REGISTER. The Company shall maintain, at its principal
executive offices (or such other office or agency of the Company as it may
designate by notice to the Holder), a register for this Warrant, in which the
Company shall record the name and address of the person in whose name this
Warrant has been issued, as well as the name and address of each transferee and
each prior owner of this Warrant.

     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.

     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 the Company:

                Alternative Resources Corporation 600 Hart Road, Suite 300
                Barrington, Illinois 60010
                Telecopy: 847-381-6604
                Attention: Steven Purcell, Chief Financial Officer

                                      -11-
<Page>

                with a copy to:

                McDermott, Will & Emery
                227 West Monroe Street
                Chicago, Illinois 60606
                Telecopy: 312-984-7700
                Attention: Neal J. White

and if to the Holder, at such address as Holder shall have provided in writing
to the Company, 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. The Company
irrevocably consents 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. The Company irrevocably
waives the defense of an inconvenient forum to the maintenance of such suit or
proceeding. The Company agrees 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. The
Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Holders of the Warrants and that the remedy at law for
any such breach or threatened breach, the Holders shall be entitled, in addition
to all other available remedies, to specific 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 THE COMPANY 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 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 HOLDER AND THE COMPANY ACKNOWLEDGES THAT THE PROVISIONS OF
THIS SECTION 10 CONSTITUTE A MATERIAL INDUCEMENT UPON WHICH EACH OF HOLDER AND
THE COMPANY HAVE RELIED, ARE RELYING AND WILL RELY IN ENTERING INTO THIS
AGREEMENT, AND EACH OF THE RELATED AGREEMENTS. Holder or the Company 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.

                                      -12-
<Page>

     11.  MISCELLANEOUS.

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

          (d)   ASSIGNABILITY. This Warrant shall be binding upon the Company
and its successors and assigns and shall inure to the benefit of Holder and its
successors and assigns. The Holder shall notify the Company upon the assignment
of this Warrant.

                                      * * *

                                      -13-
<Page>

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

                                               ALTERNATIVE RESOURCES CORPORATION



                            By: /s/ Steven Purcell
                                ------------------------------------------------
                            Name: Steven Purcell
                            Title: Senior Vice President and Chief Financial
                                   Officer

                                      -14-
<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:

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

<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 name on the
                                                            face of the within
                                                            Warrant.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>9
<FILENAME>arc804exg.txt
<DESCRIPTION>EXHIBIT G
<TEXT>
                                                                     EXHIBIT G

VOID AFTER 5:00 P.M., CENTRAL STANDARD
TIME ON  JANUARY 31, 2012

     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 492,021 Shares of
No:  C-1                                  Common Stock, par value $.01 per share

Date: January 31, 2002

                        ALTERNATIVE RESOURCES CORPORATION
                        CONTINGENT STOCK PURCHASE WARRANT

     THIS CERTIFIES THAT, for value received, Wynnchurch Capital Partners, L.P.
or its registered assigns (the "HOLDER"), is entitled to purchase from
ALTERNATIVE RESOURCES CORPORATION, a Delaware corporation (the "COMPANY"), at
any time or from time to time during the period specified in Section 2 hereof,
492,021 fully paid and nonassessable shares of the Company's Common Stock, par
value $.01 per share (the "COMMON STOCK"), at an exercise price of $0.73 per
share per share (the "EXERCISE PRICE"). This Warrant is one of a series of
Warrants being issued pursuant to that certain Securities Purchase Agreement
dated January 31, 2002 among the Company and the signatories thereto (the
"SECURITIES PURCHASE AGREEMENT," and all such warrants being issued thereunder,
the "WARRANTS"). Capitalized terms used herein and not otherwise defined shall
have the respective meanings set forth in 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.

     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

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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 the Company at the Company's
principal executive offices (or such other office or agency of the Company as it
may designate by notice to the Holder), and upon (i) payment to the Company 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.

          (b)   ISSUANCE OF CERTIFICATES. Certificates for the Warrant Shares
so purchased, representing the aggregate number of shares specified in the
Exercise Agreement, shall be delivered to the Holder within a reasonable time,
not exceeding three (3) 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 Company 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, but the Company shall pay a cash
adjustment in respect of any fractional share which would otherwise be issuable
in an amount equal to the same fraction of the fair market value of a share of
Common Stock (as determined by the Board of Directors in good faith); provided
that in the event that sufficient funds are not legally available for the
payment of such cash adjustment any fractional shares of Common Stock shall be
rounded up to the next whole number.

     2.   PERIOD OF EXERCISE. Subject to the last sentence of Section 4(e)
hereof, this Warrant is exercisable at any time or from time to time on or after
the Trigger Date and before 5:00 P.M., Central Standard Time on the tenth (10th)
anniversary of the date hereof (the "EXERCISE PERIOD"). As used herein, the
"TRIGGER DATE" means (a) April 30, 2003 unless prior to that date the Company
provides to the Holder (i) its Financial Statements for 2002 audited by a "Big
Five" accounting firm which show that the Company met the Revenue Target (as
defined herein) and from which it can be determined that the Company met the
EBITDA Target (as defined herein) and (ii) a certificate ("CALCULATION
CERTIFICATE") signed by the Chief Financial Officer certifying that the Company
met the Revenue Target and the EBITDA Target, together with a schedule showing
the calculation of EBITDA in reasonable detail (which calculation of EBITDA
shall be consistent with the calculation of EBITDA under the Securities Purchase
Agreement (assuming no approvals referred to in the definition therein are
given)) (collectively, the "DELIVERIES"); or (b) the consummation of a Major
Transaction on or before April 30, 2003 or earlier delivery of the Deliveries.
If the Deliveries are made on or before April 30, 2003, this

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Warrant will expire with no further action required. Notwithstanding the
foregoing, if the Company should at any time amend or restate its Financial
Statements for 2002 or otherwise determine that the Revenue Target or EBITDA
Target was not met, then upon such amendment, restatement or determination, a
Trigger Date will be deemed to have occurred and the Exercise Period will then
commence. As used herein, "REVENUE TARGET" means the projected revenues for
calendar year 2002 as set forth on those certain quarterly income statements
for the forecast period ended December 31, 2002 presented to the Board on
January 23, 2002 delivered by the Company to the initial Holder hereof on
January 25, 2002 (the "Budget"), and the "EBITDA TARGET" means the projected
EBITDA for 2002 set forth in the Budget.

     3.   CERTAIN AGREEMENTS OF THE COMPANY. The Company hereby covenants and
agrees as follows:

          (a)   SHARES TO BE FULLY PAID. All Warrant Shares will, upon
issuance 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)   RESERVATION OF SHARES. During the Exercise Period, the Company
shall at all times have authorized, and reserved for the purpose of issuance
upon exercise of this Warrant, a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant.

          (c)   CERTAIN ACTIONS PROHIBITED. The Company will not, by amendment
of its charter or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
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. Without limiting
the generality of the foregoing, the Company (i) will not increase the par value
of any shares of Common Stock receivable upon the exercise of this Warrant above
the Exercise Price then in effect, and (ii) will take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of Common Stock upon the exercise of this
Warrant.

     4.   ANTIDILUTION PROVISIONS. During the Exercise Period, the Exercise
Price and the number of Warrant Shares shall be subject to adjustment from time
to time as provided in this Section 4. In the event that any adjustment of the
Exercise Price as required herein results in a fraction of a cent, such Exercise
Price shall be rounded up or down to the nearest cent.

          (a)   ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES UPON
ISSUANCE OF COMMON STOCK. Except as otherwise provided in Section 4(c) and 4(e)
hereof, if and whenever after the initial issuance of this Warrant, the Company
issues or sells, or in accordance with Section 4(b) hereof is deemed to have
issued or sold, any shares of Common Stock for no consideration or for a
consideration per share less than the Exercise Price (as herein defined) on the
date of such issuance (a "DILUTIVE ISSUANCE"), then effective immediately upon
the Dilutive Issuance, the Exercise Price will be adjusted in accordance with
the following formula:

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          E' = (E) (O + (P/E)) / (CSDO)

          where:

          E'       =        the adjusted Exercise Price
          E        =        the then current Exercise Price;
          O        =        shall mean the number of shares of Common Stock
                            outstanding on a fully diluted basis (not including
                            shares of Common Stock held in the treasury of the
                            Company) including Common Stock issuable upon
                            exercise of the Warrants including these Warrants
                            and the B-1 Warrants but excluding Common Stock
                            issuable upon exercise of the Notes, outstanding
                            immediately prior to the Dilutive Issuance;
          P        =        the aggregate consideration, calculated as set forth
                            in Section 4(b) hereof, received by the Company upon
                            such Dilutive Issuance; and
          CSDO     =        the total number of shares of Common Stock Deemed
                            Outstanding (as herein defined) immediately after
                            the Dilutive Issuance.

          (b)   EFFECT ON EXERCISE PRICE OF CERTAIN EVENTS. For purposes of
determining the adjusted Exercise Price under Section 4(a) hereof, the following
will be applicable:

                (i)   ISSUANCE OF RIGHTS OR OPTIONS. If the Company in any
manner issues or grants any warrants, rights or options, whether or not
immediately exercisable, to subscribe for or to purchase Common Stock or other
securities directly or indirectly exercisable, convertible into or exchangeable
for Common Stock ("CONVERTIBLE SECURITIES") (such warrants, rights and options
to purchase Common Stock or Convertible Securities are hereinafter referred to
as "OPTIONS"), and the price per share for which Common Stock is issuable upon
the exercise of such Options is less than the Exercise Price on the date of
issuance ("BELOW MARKET OPTIONS"), then the maximum total number of shares of
Common Stock issuable upon the exercise of all such Below Market Options
(assuming full exercise, conversion or exchange of Convertible Securities, if
applicable) will, as of the date of the issuance or grant of such Below Market
Options, be deemed to be outstanding and to have been issued and sold by the
Company for such price per share. For purposes of the preceding sentence, the
price per share for which Common Stock is issuable upon the exercise of such
Below Market Options is determined by dividing (i) the total amount, if any,
received or receivable by the Company as consideration for the issuance or
granting of such Below Market Options, plus the minimum aggregate amount of
additional consideration, if any, payable to the Company upon the exercise of
all such Below Market Options, plus, in the case of Convertible Securities
issuable upon the exercise of such Below Market Options, the minimum aggregate
amount of additional consideration payable upon the exercise, conversion or
exchange thereof at the time such Convertible Securities first become
exercisable, convertible or exchangeable, by (ii) the maximum total number of
shares of Common Stock issuable upon the exercise of all such Below Market
Options (assuming full conversion of Convertible Securities, if applicable). No
further adjustment to the Exercise Price will be made upon the actual issuance
of such Common Stock upon the exercise of such Below Market Options or upon the
exercise, conversion or exchange of Convertible Securities issuable upon
exercise of such Below Market Options.

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                (ii)  ISSUANCE OF CONVERTIBLE SECURITIES.

                      (A) If the Company in any manner issues or sells any
Convertible Securities, whether or not immediately convertible (other than where
the same are issuable upon the exercise of Options) and the price per share for
which Common Stock is issuable upon such exercise, conversion or exchange (as
determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the
Exercise Price on the date of issuance, then the maximum total number of shares
of Common Stock issuable upon the exercise, conversion or exchange of all such
Convertible Securities will, as of the date of the issuance of such Convertible
Securities, be deemed to be outstanding and to have been issued and sold by the
Company for such price per share. For the purposes of the preceding sentence,
the price per share for which Common Stock is issuable upon such exercise,
conversion or exchange is determined by dividing (i) the total amount, if any,
received or receivable by the Company as consideration for the issuance or sale
of all such Convertible Securities, plus the minimum aggregate amount of
additional consideration, if any, payable to the Company upon the exercise,
conversion or exchange thereof at the time such Convertible Securities first
become exercisable, convertible or exchangeable, by (ii) the maximum total
number of shares of Common Stock issuable upon the exercise, conversion or
exchange of all such Convertible Securities. No further adjustment to the
Exercise Price will be made upon the actual issuances of such Common Stock upon
exercise, conversion or exchange of such Convertible Securities.

                      (B) If the Company in any manner issues or sells any
Convertible Securities with a fluctuating conversion or exercise price or
exchange ratio (a "VARIABLE RATE CONVERTIBLE SECURITY"), then the price per
share for which Common Stock is issuable upon such exercise, conversion or
exchange for purposes of the calculation contemplated by Section 4(b)(ii)(A)
shall be deemed to be the lowest price per share which would be applicable
assuming that all holding periods and other conditions to any discounts
contained in such Convertible Security have been satisfied.

                (iii) CHANGE IN OPTION PRICE OR CONVERSION RATE. If there is a
change at any time in (i) the amount of additional consideration payable to the
Company upon the exercise of any Options; (ii) the amount of additional
consideration, if any, payable to the Company upon the exercise, conversion or
exchange or any Convertible Securities; or (iii) the rate at which any
Convertible Securities are convertible into or exchangeable for Common Stock
(other than under or by reason of provisions designed to protect against
dilution), the Exercise Price in effect at the time of such change will be
readjusted to the Exercise Price which would have been in effect at such time
had such Options or Convertible Securities still outstanding provided for such
changed additional consideration or changed conversion rate, as the case may be,
at the time initially granted, issued or sold.

                (iv)  TREATMENT OF EXPIRED OPTIONS AND UNEXERCISED CONVERTIBLE
SECURITIES. If, in any case, the total number of shares of Common Stock issuable
upon exercise of any Options or upon exercise, conversion or exchange of any
Convertible Securities is not, in fact, issued and the rights to exercise such
option or to exercise, convert or exchange such Convertible Securities shall
have expired or terminated, the Exercise Price then in effect will be readjusted
to the Exercise Price which would have been in effect at the time of such
expiration or termination had such Options or Convertible Securities, to the
extent outstanding immediately

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prior to such expiration or termination (other than in respect of the actual
number of shares of Common Stock issued upon exercise or conversion thereof),
never been issued.

                (v)   CALCULATION OF CONSIDERATION RECEIVED. If any Common
Stock, Options or Convertible Securities are issued, granted or sold for cash,
the consideration received therefor for purposes of this Warrant will be the
amount received by the Company therefor, before deduction of reasonable
commissions, underwriting discounts or allowances or other reasonable expenses
paid or incurred by the Company in connection with such issuance, grant or sale,
plus the minimum aggregate amount of additional consideration, if any, payable
to the Company upon the exercise, conversion or exchange of all such Options or
Convertible Securities at the time such Options or Convertible Securities first
become exercisable, convertible or exchangeable. In case any Common Stock,
Options or Convertible Securities are issued or sold for a consideration part or
all of which shall be other than cash, the amount of the consideration other
than cash received by the Company will be the fair market value of such
consideration except where such consideration consists of freely-tradeable
securities, in which case the amount of consideration received by the Company
will be the Market Price thereof as of the date of receipt. In case any Common
Stock, Options or Convertible Securities are issued in connection with any
merger or consolidation in which the Company is the surviving corporation, the
amount of consideration therefor will be deemed to be the fair market value of
such portion of the net assets and business of the non-surviving corporation as
is attributable to such Common Stock, Options or Convertible Securities, as the
case may be. The fair market value of any consideration other than cash or
securities will be determined in the good faith reasonable business judgment of
the Board of Directors, provided, however, that in any case where the aggregate
value of such consideration exceeds Five Million Dollars ($5,000,000) such
valuation is subject to the reasonable approval of the Holders of the Warrants
holding at least a majority of the Warrant Shares then exercisable thereunder
(the "MAJORITY HOLDERS"). If the Company and the Majority Holders are unable to
agree upon the valuation set forth in the prior sentence, the valuation will be
determined by an independent, nationally recognized accounting form selected by
the Company and reasonably acceptable to the Majority Holders, the costs of
which will be borne by the Company.

                (vi)  EXCEPTIONS TO ADJUSTMENT OF EXERCISE PRICE. No adjustment
to the Exercise Price will be made (i) upon the exercise of any warrants,
options or convertible securities issued and outstanding on the date hereof in
accordance with the terms of such securities as of such date; (ii) upon the
issuance of Notes in accordance with terms of the Securities Purchase Agreement;
(iii) upon the exercise of the Warrants; or (iv) upon conversion of the Notes.

          (c)   SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Company, at
any time after the initial issuance of this Warrant, subdivides (by any stock
split, stock dividend, recapitalization, reorganization, reclassification or
otherwise) its shares of Common Stock into a greater number of shares, then,
after the date of record for effecting such subdivision, the Exercise Price in
effect immediately prior to such subdivision will be proportionately reduced. If
the Company, at any time after the initial issuance of this Warrant, combines
(by reverse stock split, recapitalization, reorganization, reclassification or
otherwise) its shares of Common Stock into a smaller number of shares, then,
after the date of record for effecting such combination, the Exercise Price in
effect immediately prior to such combination will be proportionately increased.

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          (d)   ADJUSTMENT IN NUMBER OF SHARES. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Section 4, the number of
shares of Common Stock issuable upon exercise of this Warrant shall be adjusted
by multiplying a number equal to the Exercise Price in effect immediately prior
to such adjustment by the number of shares of Common Stock issuable upon
exercise of this Warrant immediately prior to such adjustment and dividing the
product so obtained by the adjusted Exercise Price.

          (e)   MAJOR TRANSACTIONS. If the Company shall consolidate or merge
with any other corporation or entity (other than a merger in which the Company
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 Note)) or there shall occur any share exchange pursuant to which
all of the outstanding shares of Common Stock are converted into other
securities or property or any reclassification or change of the outstanding
shares of Common Stock or the Company shall sell all or substantially all of its
assets (each of the foregoing being a "MAJOR TRANSACTION"), then the holder of
this Warrant may, at its option, either (a) in the event that the Common Stock
remains outstanding and continues to be held immediately following the
transactions by those persons holding Common Stock immediately prior to such
transactions, or holders of Common Stock receive any common stock or
substantially similar equity interest, and the Common Stock of the Purchaser or
the resulting company, as the case may be, is registered pursuant to the
Securities Act and the Exchange Act, retain this Warrant and this Warrant shall
continue to apply to such Common Stock or shall apply, as nearly as practicable,
to such other common stock or equity interest, as the case may be (with such
equitable adjustments to the Exercise Price as may be appropriate), or (b)
regardless of whether (a) applies, receive consideration, in exchange for this
Warrant, the number of shares of stock or securities or property of the Company,
or of the entity resulting from such Major Transaction (the "MAJOR TRANSACTION
CONSIDERATION"), to which a holder of the number of shares of Common Stock
delivered upon the exercise of this Warrant (pursuant to the cashless exercise
feature hereof) would have been entitled upon such Major Transaction had such
holder so exercised this Warrant on the trading date immediately preceding the
public announcement of the transaction resulting in such Major Transaction and
had such Common Stock been issued and outstanding and had such Holder been the
holder of record of such Common Stock at the time of the consummation of such
Major Transaction, and the Company shall make lawful provision for the foregoing
as a part of such Major Transaction and to the extent that any replacement
shares for the Common Stock are not able to be sold immediately and in full by
Holder without registration of such shares under the Securities Act, shall cause
the issuer of any security in such transaction which constitutes Registrable
Securities under that certain Registration Rights Agreement of even date
herewith among the Company and the signatories thereto (the "REGISTRATION RIGHTS
AGREEMENT") to assume all of the Company's obligations under the Registration
Rights Agreement. No later than ten (10) days prior to the consummation of the
Major Transaction but not prior to the public announcement of such Major
Transaction, the Company shall deliver written notice ("NOTICE OF TRANSACTION")
to each holder of a Warrant, which Notice of Transaction shall be deemed to have
been delivered one (1) business day after the Company's sending such notice by
telecopy (provided that the Company sends a confirming copy of such notice on
the same day by overnight courier) of such Notice of Transaction. Such Notice of
Transaction shall indicate the amount and type of the transaction consideration,
which such holder of a Warrant would receive under this section ("TRANSACTION
CONSIDERATION"). If the Transaction Consideration is cash and does not consist
entirely of United States currency, such

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holder may elect to receive United States currency in an amount equal to the
value of the Transaction Consideration in lieu of the Transaction Consideration
by delivering notice of such election to the Company within ten (10) days of
such holder's receipt of the Notice of Transaction which notice shall also set
forth whether Holder chooses to avail itself of any of the options under this
Section 4(e). If neither (a) nor (b) of this Section 4(e) is elected by Holder,
or this Warrant is not otherwise exercised, this Warrant shall expire on the
consummation of a Major Transaction. Notwithstanding the foregoing, the Company
will cooperate with Holder to permit the exercise of this Warrant or the
exercise of the options under (a) and (b) above in connection with a Major
Transaction occurring prior to April 30, 2003.

          (f)   DISTRIBUTION OF ASSETS. In case the Company shall declare or
make any distribution of its assets (or rights to acquire its assets) to holders
of Common Stock as a partial liquidating dividend, by way of return of capital
or otherwise (including any dividend or distribution to the Company's
stockholders of cash or shares (or rights to acquire shares) of capital stock of
a subsidiary) (a "DISTRIBUTION"), at any time after the initial issuance of this
Warrant, then the Holder shall be entitled upon exercise of this Warrant for the
purchase of any or all of the shares of Common Stock subject hereto, to receive
the amount of such assets (or rights) which would have been payable to the
Holder had such Holder been the holder of such shares of Common Stock on the
record date for the determination of stockholders entitled to such Distribution.

          (g)   NOTICES OF ADJUSTMENT. Upon the occurrence of any event which
requires any adjustment of the Exercise Price, then, and in each such case, the
Company shall give notice thereof to the Holder, which notice shall state the
Exercise Price resulting from such adjustment and the increase or decrease in
the number of Warrant Shares purchasable at such price upon exercise, setting
forth in reasonable detail the method of calculation and the facts upon which
such calculation is based. Such calculation shall be certified by the Chief
Financial Officer of the Company.

          (h)   MINIMUM ADJUSTMENT OF EXERCISE PRICE. No adjustment of the
Exercise Price shall be made in an amount of less than 1% of the Exercise Price
in effect at the time such adjustment is otherwise required to be made, but any
such lesser adjustment shall be carried forward and shall be made at the time
and together with the next subsequent adjustment which, together with any
adjustments so carried forward, shall amount to not less than 1% of such
Exercise Price. Other than pursuant to Sections 4(b)(iii) and 4(b)(iv) hereof,
no adjustment under Section 4(a) shall have the effect of increasing the
Exercise Price.

          (i)   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;

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                (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 Company shall give 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 given at least 30 days
prior to the record date or the date on which the Company's books are closed in
respect thereto, but in no event earlier than public announcement of such
proposed transaction or event.

          (j)   CERTAIN DEFINITIONS.

                (i)   "COMMON STOCK DEEMED OUTSTANDING" shall mean the number of
shares of Common Stock outstanding on a fully diluted basis (not including
shares of Common Stock held in the treasury of the Company) including Common
Stock issuable upon exercise of the Warrants (including these Warrants and the
B-1 Warrants) but excluding Common Stock issuable upon conversion of the Notes,
plus (x) in case of any adjustment required by Section 4(a) resulting from the
issuance of any Options, the maximum total number of shares of Common Stock
issuable upon the exercise of the Options for which the adjustment is required
(including any Common Stock issuable upon the conversion of Convertible
Securities issuable upon the exercise of such Options), and (y) in the case of
any adjustment required by Section 4(a) resulting from the issuance of any
Convertible Securities, the maximum total number of shares of Common Stock
issuable upon the exercise, conversion or exchange of the Convertible Securities
for which the adjustment is required, as of the date of issuance of such
Convertible Securities, if any.

                (ii)  "MARKET PRICE," means, as of any date, the average of the
Closing Bid prices for the Common Stock during the ten (10) consecutive trading
days immediately preceding, but not including, such determination date;
provided, however, that in the case of a calculation of Market Price made in
connection with a public offering of securities for purposes of Section 4, the
Market Price shall be the closing bid price on the day of pricing of such public
offering.

                (iii) "COMMON STOCK," for purposes of this Section 4, includes
the Common Stock and any additional class of stock of the Company having no
preference as to

                                      -9-
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dividends or distributions on liquidation, provided that the shares purchasable
pursuant to this Warrant shall include only Common Stock in respect of which
this Warrant is exercisable, or shares resulting from any subdivision or
combination of such Common Stock, or in the case of any reorganization,
reclassification, consolidation, merger, or sale of the character referred to in
Section 4(e) hereof, the stock or other securities or property provided for in
such Section.

                (iv)  "CLOSING BID PRICE" means, for any security as of any
date, the closing bid price of such security on the principal securities
exchange or trading market where such security is listed or traded as reported
by Bloomberg Financial Markets or a comparable reporting service of national
reputation selected by the Company and reasonably acceptable to Holders of a
majority of the aggregate principal amount represented by the then outstanding
Notes (with the consent of the Holder so long as the Holder continues to own
Notes) ("MAJORITY HOLDERS") if Bloomberg Financial Markets is not then reporting
closing bid prices of such security (collectively, "BLOOMBERG"), or if the
foregoing does not apply, the last reported sale price of such security in the
over-the-counter market on the electronic bulletin board of such security as
reported by Bloomberg, or, if no sale price is reported for such security by
Bloomberg, the average of the bid prices of any market makers for such security
as reported in the "pink sheets" by the National Quotation Bureau, Inc. If the
Closing Bid Price cannot be calculated for such security on such date on any of
the foregoing bases, the Closing Bid Price of such security on such date shall
be the fair market value as reasonably determined by an investment banking firm
selected by the Company and reasonably acceptable to the Holder, with the costs
of such determination to be borne by the Company.

          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
Company 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.

          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 the Company referred to
in Section 7(e) below. Until due presentment for registration of transfer on the
books of the Company, the Company may treat the registered holder hereof as the
owner and holder hereof for all purposes, and the Company 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

                                      -10-
<Page>

this Warrant are registered under the Securities Act, the Company 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 Company 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.

                (b)   WARRANT EXCHANGEABLE FOR DIFFERENT DENOMINATIONS. This
Warrant is exchangeable, upon the surrender hereof by the Holder at the office
or agency of the Company referred to in Section 7(e) below, for new Warrants, in
the form hereof, of different denominations representing in the aggregate the
right to purchase the number of shares of Common Stock which may be purchased
hereunder, each of such new Warrants to represent the right to purchase such
number of shares as shall be designated by the Holder of at the time of such
surrender.

                (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 Company, or, in the case of any such mutilation, upon
surrender and cancellation of this Warrant, the Company, at its 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 8, this Warrant shall be promptly canceled by the
Company. The Company 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.

                (e)   WARRANT REGISTER. The Company shall maintain, at its
principal executive offices (or such other office or agency of the Company as it
may designate by notice to the Holder), a register for this Warrant, in which
the Company shall record the name and address of the person in whose name this
Warrant has been issued, as well as the name and address of each transferee and
each prior owner of this Warrant.

          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.

          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:

                                      -11-
<Page>

                      If to the Company:

                      Alternative Resources Corporation
                      600 Hart Road, Suite 300
                      Barrington, Illinois 60010
                      Telecopy:  847-381-6604
                      Attention:  Steven Purcell, Chief Financial Officer

                      with a copy to:

                      McDermott, Will & Emery
                      227 West Monroe Street
                      Chicago, Illinois 60606
                      Telecopy:  312-984-7700
                      Attention:  Neal J. White

and if to the Holder, at such address as Holder shall have provided in writing
to the Company, 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. The Company
irrevocably consents 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. The Company irrevocably
waives the defense of an inconvenient forum to the maintenance of such suit or
proceeding. The Company agrees 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. The
Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Holders of the Warrants and that the remedy at law for
any such breach or threatened breach, the Holders shall be entitled, in addition
to all other available remedies, to specific 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 THE COMPANY 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 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 HOLDER AND THE COMPANY ACKNOWLEDGES THAT THE PROVISIONS OF
THIS SECTION 10 CONSTITUTE A MATERIAL INDUCEMENT UPON WHICH EACH OF

                                      -12-
<Page>

HOLDER AND THE COMPANY HAVE RELIED, ARE RELYING AND WILL RELY IN ENTERING INTO
THIS AGREEMENT, AND EACH OF THE RELATED AGREEMENTS. Holder or the Company 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 Company 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.

                (d)   ASSIGNABILITY. This Warrant shall be binding upon the
Company and its successors and assigns and shall inure to the benefit of Holder
and its successors and assigns. The Holder shall notify the Company upon the
assignment of this Warrant.

                                      * * *

                                      -13-
<Page>

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

                                               ALTERNATIVE RESOURCES CORPORATION

                                               By:  /s/ Steven Purcell
                                                    ----------------------------
                                               Name:    Steven Purcell
                                               Title:   Senior Vice President
                                                        and Chief Financial
                                                        Officer

                                      -14-
<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:

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

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

<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.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>10
<FILENAME>arc804exh.txt
<DESCRIPTION>EXHIBIT H
<TEXT>
                                                                     EXHIBIT H

VOID AFTER 5:00 P.M., CENTRAL STANDARD
TIME ON JANUARY 31, 2012


         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 507,979 Shares of
No:  C-2                                  Common Stock, par value $.01 per share

Date: January 31, 2002

                        ALTERNATIVE RESOURCES CORPORATION
                        CONTINGENT STOCK PURCHASE WARRANT

         THIS CERTIFIES THAT, for value received, Wynnchurch Capital Partners
Canada, L.P. or its registered assigns (the "HOLDER"), is entitled to purchase
from ALTERNATIVE RESOURCES CORPORATION, a Delaware corporation (the "COMPANY"),
at any time or from time to time during the period specified in Section 2
hereof, 507,979 fully paid and nonassessable shares of the Company's Common
Stock, par value $.01 per share (the "COMMON STOCK"), at an exercise price of
$0.73 per share per share (the "EXERCISE PRICE"). This Warrant is one of a
series of Warrants being issued pursuant to that certain Securities Purchase
Agreement dated January 31, 2002 among the Company and the signatories thereto
(the "SECURITIES PURCHASE AGREEMENT," and all such warrants being issued
thereunder, the "WARRANTS"). Capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in 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.

<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 the
Company at the Company's principal executive offices (or such other office or
agency of the Company as it may designate by notice to the Holder), and upon (i)
payment to the Company 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.

             (b)   ISSUANCE OF CERTIFICATES. Certificates for the Warrant Shares
so purchased, representing the aggregate number of shares specified in the
Exercise Agreement, shall be delivered to the Holder within a reasonable time,
not exceeding three (3) 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 Company 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, but the Company shall pay a cash
adjustment in respect of any fractional share which would otherwise be issuable
in an amount equal to the same fraction of the fair market value of a share of
Common Stock (as determined by the Board of Directors in good faith); provided
that in the event that sufficient funds are not legally available for the
payment of such cash adjustment any fractional shares of Common Stock shall be
rounded up to the next whole number.

        2.   PERIOD OF EXERCISE. Subject to the last sentence of Section 4(e)
hereof, this Warrant is exercisable at any time or from time to time on or after
the Trigger Date and before 5:00 P.M., Central Standard Time on the tenth (10th)
anniversary of the date hereof (the "EXERCISE PERIOD"). As used herein, the
"TRIGGER DATE" means (a) April 30, 2003 unless prior to that date the Company
provides to the Holder (i) its Financial Statements for 2002 audited by a "Big
Five" accounting firm which show that the Company met the Revenue Target (as
defined herein) and from which it can be determined that the Company met the
EBITDA Target (as defined herein) and (ii) a certificate ("CALCULATION
CERTIFICATE") signed by the Chief Financial

                                       -2-
<Page>

Officer certifying that the Company met the Revenue Target and the EBITDA
Target, together with a schedule showing the calculation of EBITDA in reasonable
detail (which calculation of EBITDA shall be consistent with the calculation of
EBITDA under the Securities Purchase Agreement (assuming no approvals referred
to in the definition therein are given)) (collectively, the "DELIVERIES"); or
(b) the consummation of a Major Transaction on or before April 30, 2003 or
earlier delivery of the Deliveries. If the Deliveries are made on or before
April 30, 2003, this Warrant will expire with no further action required.
Notwithstanding the foregoing, if the Company should at any time amend or
restate its Financial Statements for 2002 or otherwise determine that the
Revenue Target or EBITDA Target was not met, then upon such amendment,
restatement or determination, a Trigger Date will be deemed to have occurred and
the Exercise Period will then commence. As used herein, "REVENUE TARGET" means
the projected revenues for calendar year 2002 as set forth on those certain
quarterly income statements for the forecast period ended December 31,
2002 presented to the Board on January 23, 2002 delivered by the Company
to the initial Holder hereof on January 25, 2002 (the "Budget"), and the
"EBITDA TARGET" means the projected EBITDA for 2002 set forth in the Budget.

        3.   CERTAIN AGREEMENTS OF THE COMPANY. The Company hereby covenants and
agrees as follows:

             (a) SHARES TO BE FULLY PAID. All Warrant Shares will, upon issuance
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)   RESERVATION OF SHARES. During the Exercise Period, the
Company shall at all times have authorized, and reserved for the purpose of
issuance upon exercise of this Warrant, a sufficient number of shares of Common
Stock to provide for the exercise of this Warrant.

             (c)   CERTAIN ACTIONS PROHIBITED. The Company will not, by
amendment of its charter or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities, or any other
voluntary action, 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. Without limiting
the generality of the foregoing, the Company (i) will not increase the par value
of any shares of Common Stock receivable upon the exercise of this Warrant above
the Exercise Price then in effect, and (ii) will take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of Common Stock upon the exercise of this
Warrant.

        4.   ANTIDILUTION PROVISIONS. During the Exercise Period, the Exercise
Price and the number of Warrant Shares shall be subject to adjustment from time
to time as provided in this Section 4. In the event that any adjustment of the
Exercise Price as required herein results in a fraction of a cent, such Exercise
Price shall be rounded up or down to the nearest cent.

             (a)   ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES UPON
ISSUANCE OF COMMON STOCK. Except as otherwise provided in Section 4(c) and 4(e)
hereof, if and whenever

                                       -3-
<Page>

after the initial issuance of this Warrant, the Company issues or sells, or in
accordance with Section 4(b) hereof is deemed to have issued or sold, any shares
of Common Stock for no consideration or for a consideration per share less than
the Exercise Price (as herein defined) on the date of such issuance (a "DILUTIVE
ISSUANCE"), then effective immediately upon the Dilutive Issuance, the Exercise
Price will be adjusted in accordance with the following formula:

             E'   =    (E) (O + (P/E)) / (CSDO)

             where:

             E'   =    the adjusted Exercise Price
             E    =    the then current Exercise Price;
             O    =    shall mean the number of shares of Common
                       Stock outstanding on a fully diluted basis (not
                       including shares of Common Stock held in the treasury
                       of the Company) including Common Stock issuable upon
                       exercise of the Warrants including these Warrants and
                       the B-1 Warrants but excluding Common Stock issuable
                       upon exercise of the Notes, outstanding immediately
                       prior to the Dilutive Issuance;

             P    =    the aggregate consideration, calculated as set forth in
                       Section 4(b) hereof, received by the Company upon such
                       Dilutive Issuance; and
             CSDO =    the total number of shares of Common Stock Deemed
                       Outstanding (as herein defined)immediately after
                       the Dilutive Issuance.

             (b)   EFFECT ON EXERCISE PRICE OF CERTAIN EVENTS. For purposes of
determining the adjusted Exercise Price under Section 4(a) hereof, the following
will be applicable:

                   (i)   ISSUANCE OF RIGHTS OR OPTIONS. If the Company in any
manner issues or grants any warrants, rights or options, whether or not
immediately exercisable, to subscribe for or to purchase Common Stock or other
securities directly or indirectly exercisable, convertible into or exchangeable
for Common Stock ("CONVERTIBLE SECURITIES") (such warrants, rights and options
to purchase Common Stock or Convertible Securities are hereinafter referred to
as "OPTIONS"), and the price per share for which Common Stock is issuable upon
the exercise of such Options is less than the Exercise Price on the date of
issuance ("BELOW MARKET OPTIONS"), then the maximum total number of shares of
Common Stock issuable upon the exercise of all such Below Market Options
(assuming full exercise, conversion or exchange of Convertible Securities, if
applicable) will, as of the date of the issuance or grant of such Below Market
Options, be deemed to be outstanding and to have been issued and sold by the
Company for such price per share. For purposes of the preceding sentence, the
price per share for which Common Stock is issuable upon the exercise of such
Below Market Options is determined by dividing (i) the total amount, if any,
received or receivable by the Company as consideration for the issuance or
granting of such Below Market Options, plus the minimum aggregate amount of
additional consideration, if any, payable to the Company upon the exercise of
all such Below Market Options, plus, in the case of Convertible Securities
issuable upon the exercise of such Below Market Options, the minimum aggregate
amount of additional consideration payable upon the exercise, conversion or
exchange thereof at the time such Convertible Securities first become
exercisable, convertible or exchangeable, by (ii) the maximum total number of
shares of Common Stock issuable upon the exercise of all such Below Market
Options (assuming full

                                       -4-
<Page>

conversion of Convertible Securities, if applicable). No further adjustment to
the Exercise Price will be made upon the actual issuance of such Common Stock
upon the exercise of such Below Market Options or upon the exercise, conversion
or exchange of Convertible Securities issuable upon exercise of such Below
Market Options.

                   (ii)  ISSUANCE OF CONVERTIBLE SECURITIES.

                         (A)   If the Company in any manner issues or sells any
Convertible Securities, whether or not immediately convertible (other than where
the same are issuable upon the exercise of Options) and the price per share for
which Common Stock is issuable upon such exercise, conversion or exchange (as
determined pursuant to Section 4(b)(ii)(B) if applicable) is less than the
Exercise Price on the date of issuance, then the maximum total number of shares
of Common Stock issuable upon the exercise, conversion or exchange of all such
Convertible Securities will, as of the date of the issuance of such Convertible
Securities, be deemed to be outstanding and to have been issued and sold by the
Company for such price per share. For the purposes of the preceding sentence,
the price per share for which Common Stock is issuable upon such exercise,
conversion or exchange is determined by dividing (i) the total amount, if any,
received or receivable by the Company as consideration for the issuance or sale
of all such Convertible Securities, plus the minimum aggregate amount of
additional consideration, if any, payable to the Company upon the exercise,
conversion or exchange thereof at the time such Convertible Securities first
become exercisable, convertible or exchangeable, by (ii) the maximum total
number of shares of Common Stock issuable upon the exercise, conversion or
exchange of all such Convertible Securities. No further adjustment to the
Exercise Price will be made upon the actual issuances of such Common Stock upon
exercise, conversion or exchange of such Convertible Securities.

                         (B)   If the Company in any manner issues or sells any
Convertible Securities with a fluctuating conversion or exercise price or
exchange ratio (a "VARIABLE RATE CONVERTIBLE SECURITY"), then the price per
share for which Common Stock is issuable upon such exercise, conversion or
exchange for purposes of the calculation contemplated by Section 4(b)(ii)(A)
shall be deemed to be the lowest price per share which would be applicable
assuming that all holding periods and other conditions to any discounts
contained in such Convertible Security have been satisfied.

                   (iii) CHANGE IN OPTION PRICE OR CONVERSION RATE. If there is
a change at any time in (i) the amount of additional consideration payable to
the Company upon the exercise of any Options; (ii) the amount of additional
consideration, if any, payable to the Company upon the exercise, conversion or
exchange or any Convertible Securities; or (iii) the rate at which any
Convertible Securities are convertible into or exchangeable for Common Stock
(other than under or by reason of provisions designed to protect against
dilution), the Exercise Price in effect at the time of such change will be
readjusted to the Exercise Price which would have been in effect at such time
had such Options or Convertible Securities still outstanding provided for such
changed additional consideration or changed conversion rate, as the case may be,
at the time initially granted, issued or sold.

                   (iv) TREATMENT OF EXPIRED OPTIONS AND UNEXERCISED CONVERTIBLE
SECURITIES. If, in any case, the total number of shares of Common Stock issuable
upon exercise

                                       -5-
<Page>

of any Options or upon exercise, conversion or exchange of any Convertible
Securities is not, in fact, issued and the rights to exercise such option or to
exercise, convert or exchange such Convertible Securities shall have expired or
terminated, the Exercise Price then in effect will be readjusted to the Exercise
Price which would have been in effect at the time of such expiration or
termination had such Options or Convertible Securities, to the extent
outstanding immediately prior to such expiration or termination (other than in
respect of the actual number of shares of Common Stock issued upon exercise or
conversion thereof), never been issued.

                   (v)   CALCULATION OF CONSIDERATION RECEIVED. If any Common
Stock, Options or Convertible Securities are issued, granted or sold for cash,
the consideration received therefor for purposes of this Warrant will be the
amount received by the Company therefor, before deduction of reasonable
commissions, underwriting discounts or allowances or other reasonable expenses
paid or incurred by the Company in connection with such issuance, grant or sale,
plus the minimum aggregate amount of additional consideration, if any, payable
to the Company upon the exercise, conversion or exchange of all such Options or
Convertible Securities at the time such Options or Convertible Securities first
become exercisable, convertible or exchangeable. In case any Common Stock,
Options or Convertible Securities are issued or sold for a consideration part or
all of which shall be other than cash, the amount of the consideration other
than cash received by the Company will be the fair market value of such
consideration except where such consideration consists of freely-tradeable
securities, in which case the amount of consideration received by the Company
will be the Market Price thereof as of the date of receipt. In case any Common
Stock, Options or Convertible Securities are issued in connection with any
merger or consolidation in which the Company is the surviving corporation, the
amount of consideration therefor will be deemed to be the fair market value of
such portion of the net assets and business of the non-surviving corporation as
is attributable to such Common Stock, Options or Convertible Securities, as the
case may be. The fair market value of any consideration other than cash or
securities will be determined in the good faith reasonable business judgment of
the Board of Directors, provided, however, that in any case where the aggregate
value of such consideration exceeds Five Million Dollars ($5,000,000) such
valuation is subject to the reasonable approval of the Holders of the Warrants
holding at least a majority of the Warrant Shares then exercisable thereunder
(the "MAJORITY HOLDERS"). If the Company and the Majority Holders are unable to
agree upon the valuation set forth in the prior sentence, the valuation will be
determined by an independent, nationally recognized accounting form selected by
the Company and reasonably acceptable to the Majority Holders, the costs of
which will be borne by the Company.

                   (vi)  EXCEPTIONS TO ADJUSTMENT OF EXERCISE PRICE. No
adjustment to the Exercise Price will be made (i) upon the exercise of any
warrants, options or convertible securities issued and outstanding on the date
hereof in accordance with the terms of such securities as of such date; (ii)
upon the issuance of Notes in accordance with terms of the Securities Purchase
Agreement; (iii) upon the exercise of the Warrants; or (iv) upon conversion of
the Notes.

             (c)   SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Company,
at any time after the initial issuance of this Warrant, subdivides (by any stock
split, stock dividend, recapitalization, reorganization, reclassification or
otherwise) its shares of Common Stock into a greater number of shares, then,
after the date of record for effecting such subdivision, the

                                       -6-
<Page>

Exercise Price in effect immediately prior to such subdivision will be
proportionately reduced. If the Company, at any time after the initial issuance
of this Warrant, combines (by reverse stock split, recapitalization,
reorganization, reclassification or otherwise) its shares of Common Stock into a
smaller number of shares, then, after the date of record for effecting such
combination, the Exercise Price in effect immediately prior to such combination
will be proportionately increased.

             (d)   ADJUSTMENT IN NUMBER OF SHARES. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Section 4, the number of
shares of Common Stock issuable upon exercise of this Warrant shall be adjusted
by multiplying a number equal to the Exercise Price in effect immediately prior
to such adjustment by the number of shares of Common Stock issuable upon
exercise of this Warrant immediately prior to such adjustment and dividing the
product so obtained by the adjusted Exercise Price.

             (e)   MAJOR TRANSACTIONS. If the Company shall consolidate or merge
with any other corporation or entity (other than a merger in which the Company
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 Note)) or there shall occur any share exchange pursuant to which
all of the outstanding shares of Common Stock are converted into other
securities or property or any reclassification or change of the outstanding
shares of Common Stock or the Company shall sell all or substantially all of its
assets (each of the foregoing being a "MAJOR TRANSACTION"), then the holder of
this Warrant may, at its option, either (a) in the event that the Common Stock
remains outstanding and continues to be held immediately following the
transactions by those persons holding Common Stock immediately prior to such
transactions, or holders of Common Stock receive any common stock or
substantially similar equity interest, and the Common Stock of the Purchaser or
the resulting company, as the case may be, is registered pursuant to the
Securities Act and the Exchange Act, retain this Warrant and this Warrant shall
continue to apply to such Common Stock or shall apply, as nearly as practicable,
to such other common stock or equity interest, as the case may be (with such
equitable adjustments to the Exercise Price as may be appropriate), or (b)
regardless of whether (a) applies, receive consideration, in exchange for this
Warrant, the number of shares of stock or securities or property of the Company,
or of the entity resulting from such Major Transaction (the "MAJOR TRANSACTION
CONSIDERATION"), to which a holder of the number of shares of Common Stock
delivered upon the exercise of this Warrant (pursuant to the cashless exercise
feature hereof) would have been entitled upon such Major Transaction had such
holder so exercised this Warrant on the trading date immediately preceding the
public announcement of the transaction resulting in such Major Transaction and
had such Common Stock been issued and outstanding and had such Holder been the
holder of record of such Common Stock at the time of the consummation of such
Major Transaction, and the Company shall make lawful provision for the foregoing
as a part of such Major Transaction and to the extent that any replacement
shares for the Common Stock are not able to be sold immediately and in full by
Holder without registration of such shares under the Securities Act, shall cause
the issuer of any security in such transaction which constitutes Registrable
Securities under that certain Registration Rights Agreement of even date
herewith among the Company and the signatories thereto (the "REGISTRATION RIGHTS
AGREEMENT") to assume all of the Company's obligations under the Registration
Rights Agreement. No later than ten (10) days prior to the consummation of the
Major Transaction but not prior to the public announcement of such Major
Transaction, the Company shall deliver written notice ("NOTICE OF TRANSACTION")
to each holder of a Warrant,

                                       -7-
<Page>

which Notice of Transaction shall be deemed to have been delivered one (1)
business day after the Company's sending such notice by telecopy (provided that
the Company sends a confirming copy of such notice on the same day by overnight
courier) of such Notice of Transaction. Such Notice of Transaction shall
indicate the amount and type of the transaction consideration, which such holder
of a Warrant would receive under this section ("TRANSACTION CONSIDERATION"). If
the Transaction Consideration is cash and does not consist entirely of United
States currency, such holder may elect to receive United States currency in an
amount equal to the value of the Transaction Consideration in lieu of the
Transaction Consideration by delivering notice of such election to the Company
within ten (10) days of such holder's receipt of the Notice of Transaction which
notice shall also set forth whether Holder chooses to avail itself of any of the
options under this Section 4(e). If neither (a) nor (b) of this Section 4(e) is
elected by Holder, or this Warrant is not otherwise exercised, this Warrant
shall expire on the consummation of a Major Transaction. Notwithstanding the
foregoing, the Company will cooperate with Holder to permit the exercise of this
Warrant or the exercise of the options under (a) and (b) above in connection
with a Major Transaction occurring prior to April 30, 2003.

             (f)   DISTRIBUTION OF ASSETS. In case the Company shall declare or
make any distribution of its assets (or rights to acquire its assets) to holders
of Common Stock as a partial liquidating dividend, by way of return of capital
or otherwise (including any dividend or distribution to the Company's
stockholders of cash or shares (or rights to acquire shares) of capital stock of
a subsidiary) (a "DISTRIBUTION"), at any time after the initial issuance of this
Warrant, then the Holder shall be entitled upon exercise of this Warrant for the
purchase of any or all of the shares of Common Stock subject hereto, to receive
the amount of such assets (or rights) which would have been payable to the
Holder had such Holder been the holder of such shares of Common Stock on the
record date for the determination of stockholders entitled to such Distribution.

             (g)   NOTICES OF ADJUSTMENT. Upon the occurrence of any event which
requires any adjustment of the Exercise Price, then, and in each such case, the
Company shall give notice thereof to the Holder, which notice shall state the
Exercise Price resulting from such adjustment and the increase or decrease in
the number of Warrant Shares purchasable at such price upon exercise, setting
forth in reasonable detail the method of calculation and the facts upon which
such calculation is based. Such calculation shall be certified by the Chief
Financial Officer of the Company.

             (h)   MINIMUM ADJUSTMENT OF EXERCISE PRICE. No adjustment of the
Exercise Price shall be made in an amount of less than 1% of the Exercise Price
in effect at the time such adjustment is otherwise required to be made, but any
such lesser adjustment shall be carried forward and shall be made at the time
and together with the next subsequent adjustment which, together with any
adjustments so carried forward, shall amount to not less than 1% of such
Exercise Price. Other than pursuant to Sections 4(b)(iii) and 4(b)(iv) hereof,
no adjustment under Section 4(a) shall have the effect of increasing the
Exercise Price.

             (i)   OTHER NOTICES. In case at any time:

                                       -8-
<Page>

                   (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 Company shall give 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 given at least 30 days
prior to the record date or the date on which the Company's books are closed in
respect thereto, but in no event earlier than public announcement of such
proposed transaction or event.

             (j)   CERTAIN DEFINITIONS.

                   (i)   "COMMON STOCK DEEMED OUTSTANDING" shall mean the number
of shares of Common Stock outstanding on a fully diluted basis (not including
shares of Common Stock held in the treasury of the Company) including Common
Stock issuable upon exercise of the Warrants (including these Warrants and the
B-1 Warrants) but excluding Common Stock issuable upon conversion of the Notes,
plus (x) in case of any adjustment required by Section 4(a) resulting from the
issuance of any Options, the maximum total number of shares of Common Stock
issuable upon the exercise of the Options for which the adjustment is required
(including any Common Stock issuable upon the conversion of Convertible
Securities issuable upon the exercise of such Options), and (y) in the case of
any adjustment required by Section 4(a) resulting from the issuance of any
Convertible Securities, the maximum total number of shares of Common Stock
issuable upon the exercise, conversion or exchange of the Convertible Securities
for which the adjustment is required, as of the date of issuance of such
Convertible Securities, if any.

                   (ii)  "MARKET PRICE," means, as of any date, the average of
the Closing Bid prices for the Common Stock during the ten (10) consecutive
trading days immediately

                                       -9-
<Page>

preceding, but not including, such determination date; provided, however, that
in the case of a calculation of Market Price made in connection with a public
offering of securities for purposes of Section 4, the Market Price shall be the
closing bid price on the day of pricing of such public offering.

                   (iii) "COMMON STOCK," for purposes of this Section 4,
includes the Common Stock and any additional class of stock of the Company
having no preference as to dividends or distributions on liquidation, provided
that the shares purchasable pursuant to this Warrant shall include only Common
Stock in respect of which this Warrant is exercisable, or shares resulting from
any subdivision or combination of such Common Stock, or in the case of any
reorganization, reclassification, consolidation, merger, or sale of the
character referred to in Section 4(e) hereof, the stock or other securities or
property provided for in such Section.

                   (iv)  "CLOSING BID PRICE" means, for any security as of any
date, the closing bid price of such security on the principal securities
exchange or trading market where such security is listed or traded as reported
by Bloomberg Financial Markets or a comparable reporting service of national
reputation selected by the Company and reasonably acceptable to Holders of a
majority of the aggregate principal amount represented by the then outstanding
Notes (with the consent of the Holder so long as the Holder continues to own
Notes) ("MAJORITY HOLDERS") if Bloomberg Financial Markets is not then reporting
closing bid prices of such security (collectively, "BLOOMBERG"), or if the
foregoing does not apply, the last reported sale price of such security in the
over-the-counter market on the electronic bulletin board of such security as
reported by Bloomberg, or, if no sale price is reported for such security by
Bloomberg, the average of the bid prices of any market makers for such security
as reported in the "pink sheets" by the National Quotation Bureau, Inc. If the
Closing Bid Price cannot be calculated for such security on such date on any of
the foregoing bases, the Closing Bid Price of such security on such date shall
be the fair market value as reasonably determined by an investment banking firm
selected by the Company and reasonably acceptable to the Holder, with the costs
of such determination to be borne by the Company.

        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
Company 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.

        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

                                      -10-
<Page>

executed assignment in the Form of Assignment attached hereto as Exhibit 2, at
the office or agency of the Company referred to in Section 7(e) below. Until due
presentment for registration of transfer on the books of the Company, the
Company may treat the registered holder hereof as the owner and holder hereof
for all purposes, and the Company 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 Company 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 Company 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.

             (b)   WARRANT EXCHANGEABLE FOR DIFFERENT DENOMINATIONS. This
Warrant is exchangeable, upon the surrender hereof by the Holder at the office
or agency of the Company referred to in Section 7(e) below, for new Warrants, in
the form hereof, of different denominations representing in the aggregate the
right to purchase the number of shares of Common Stock which may be purchased
hereunder, each of such new Warrants to represent the right to purchase such
number of shares as shall be designated by the Holder of at the time of such
surrender.

             (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 Company, or, in the case of any such mutilation, upon surrender and
cancellation of this Warrant, the Company, at its 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 8, this Warrant shall be promptly canceled by the Company. The
Company 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.

             (e)   WARRANT REGISTER. The Company shall maintain, at its
principal executive offices (or such other office or agency of the Company as it
may designate by notice to the Holder), a register for this Warrant, in which
the Company shall record the name and address of the person in whose name this
Warrant has been issued, as well as the name and address of each transferee and
each prior owner of this Warrant.

        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

                                      -11-
<Page>

in the Registration Rights Agreement between the company and the initial holder
of this Warrant.

        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 the Company:

                   Alternative Resources Corporation
                   600 Hart Road, Suite 300
                   Barrington, Illinois 60010
                   Telecopy:  847-381-6604
                   Attention:  Steven Purcell, Chief Financial Officer

                   with a copy to:

                   McDermott, Will & Emery
                   227 West Monroe Street
                   Chicago, Illinois 60606
                   Telecopy:  312-984-7700
                   Attention:  Neal J. White

and if to the Holder, at such address as Holder shall have provided in writing
to the Company, 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. The Company
irrevocably consents 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. The Company irrevocably
waives the defense of an inconvenient forum to the maintenance of such suit or
proceeding. The Company agrees 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. The
Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the Holders of the Warrants and that the remedy at law for
any such breach or threatened breach, the Holders shall be entitled, in addition
to all other available remedies, to specific 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 THE COMPANY AND HOLDER HEREBY
WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT
OR OTHERWISE), ANY RIGHT TO TRIAL BY

                                      -12-
<Page>

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 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 HOLDER AND THE
COMPANY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION 10 CONSTITUTE A
MATERIAL INDUCEMENT UPON WHICH EACH OF HOLDER AND THE COMPANY HAVE RELIED, ARE
RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT, AND EACH OF THE RELATED
AGREEMENTS. Holder or the Company 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 Company 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.

             (d)   ASSIGNABILITY. This Warrant shall be binding upon the Company
and its successors and assigns and shall inure to the benefit of Holder and its
successors and assigns. The Holder shall notify the Company upon the assignment
of this Warrant.

                                      * * *

                                      -13-
<Page>

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

                                       ALTERNATIVE RESOURCES CORPORATION

                                       By:  /s/ Steven Purcell
                                            ------------------------------------
                                       Name:  Steven Purcell
                                       Title: Senior Vice President and Chief
                                              Financial Officer

                                      -14-
<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:

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

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

<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.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>11
<FILENAME>arc804exi.txt
<DESCRIPTION>EXHIBIT I
<TEXT>
                                                                    EXHIBIT I

                                                                  EXECUTION COPY

                        ALTERNATIVE RESOURCES CORPORATION

                          REGISTRATION RIGHTS AGREEMENT

        THIS REGISTRATION RIGHTS AGREEMENT ("AGREEMENT") is entered into as of
January 31, 2002, by and among Alternative Resources Corporation (the "COMPANY")
and Wynnchurch Capital Partners, L.P., a Delaware limited partnership and
Wynnchurch Capital Partners Canada, L.P., an Alberta, Canada limited partnership
(each, an "INVESTOR" and collectively, the "INVESTORS").

                                    RECITALS

        A.     The Investors and the Company are parties to a Securities
Purchase Agreement, of even date herewith (the "PURCHASE AGREEMENT"), pursuant
to which, subject to the satisfaction of certain conditions, the Investors will
purchase from the Company (i) an aggregate of Ten Million Dollars ($10,000,000)
of 15% Secured Convertible Promissory Notes (the "NOTES"), which are convertible
into shares ("NOTE SHARES") of common stock, $0.01 par value per share ("COMMON
STOCK") of the Company; and (ii) warrants ("WARRANTS"), including the B-1
Warrant and the B-2 Warrant entitling the holder thereof to purchase up to an
aggregate of Eleven Million (11,000,000) shares of Common Stock (the "WARRANT
SHARES") upon the terms and conditions set forth in the Warrant.

        B.     To induce the Investors to execute and deliver the Purchase
Agreement, the Company has agreed to provide certain registration rights under
the Securities Act of 1933, as amended, and the rules and regulations
thereunder, or any similar successor statute (collectively, the "SECURITIES
ACT"), and applicable state securities laws.

                                   AGREEMENTS

        NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and covenants contained herein, the parties agree as follows:

                                   Article I
                               REGISTRATION RIGHTS

        1.1    DEFINITIONS. For the purposes of this Agreement:

               (a)   "FORM S-3" means such form under the Securities Act, as in
        effect on the date hereof or any successor form under the Securities
        Act;

               (b)   "HOLDER" means any person owning or having the right to
        acquire Registrable Securities or any assignee thereof in accordance
        with Section 1.12 of this Agreement;

<Page>

               (c)   "OTHER SHARES" means at any time those shares of Common
        Stock of the Company that do not constitute Primary Shares or
        Registrable Securities;

               (d)   "PRIMARY SHARES" means at any time the authorized but
        unissued or previously issued shares of Common Stock held in the
        Company's treasury;

               (e)   "REGISTER," "REGISTERED," and "REGISTRATION" refer to a
        registration effected by preparing and filing a registration statement
        or similar document in compliance with the Securities Act (including to
        provide pursuant to Rule 415 under the Securities Act or any successor
        rule the offering of securities on a continuous basis ("RULE 415")), and
        the declaration or ordering of effectiveness of such registration
        statement or document;

               (f)   "REGISTRABLE SECURITIES" means (i) the Note Shares issued
        or issuable with respect to the Notes (without regard to any limitations
        on conversion or exercise); (ii) the Warrant Shares issued or issuable
        with respect to any of the Warrants (without regard to any limitations
        on conversion or exercise); and (iii) any other shares of Common Stock
        issued as (or issuable upon the conversion or exercise of any warrant,
        right or other security which is issued as) a dividend or other
        distribution with respect to, or in exchange for or in replacement of,
        the shares referred to in clauses (i) and (ii); PROVIDED, HOWEVER, that
        the foregoing definition shall exclude in all cases any Registrable
        Securities sold by a person in a transaction in which his or her rights
        under this Agreement are not assigned. Notwithstanding the foregoing,
        Common Stock or other securities shall only be treated as Registrable
        Securities if and so long as they (A) have not been sold to or through a
        broker or dealer or underwriter in a public securities transaction, or
        (B) have not been sold in a transaction exempt from the registration and
        prospectus delivery requirements of the Securities Act under Section
        4(1) thereof so that all transfer restrictions, and restrictive legends
        with respect thereto, if any, are removed upon the consummation of such
        sale or (C) are not eligible for sale pursuant to Rule 144 without being
        subject to applicable volume and manner of sale limitations thereunder;

               (g)   "SEC" means the Securities and Exchange Commission.

               (h)   Capitalized terms used herein and not otherwise defined
        shall have the respective meanings set forth in the Purchase
        Agreement.

1.2     REQUEST FOR REGISTRATION.

               (a)   If at any time, the Company shall receive a written request
        from the Holders (the "INITIATING HOLDERS") of at least a majority of
        the Registrable Securities then held by the Investors that the Company
        file a registration statement under the Securities Act covering the
        registration of Registrable Securities, then the Company shall, within
        ten (10) days of the receipt thereof, give written notice of such
        request to all remaining Holders. Each of the remaining Holders may
        request, by written notice delivered to the Company within twenty (20)
        days after the date of delivery of the Company's notice, that all or any
        portion of their Registrable Securities be included in the registration.
        Following the receipt of a request by the Initiating Holders, the
        Company shall use all commercially reasonable efforts to file, as soon
        as practicable and in any event within

                                        2
<Page>

        forty-five (45) days of the receipt of the request from the Initiating
        Holders, the registration under the Securities Act of all Registrable
        Securities which the Holders thereof have requested to be registered
        under this paragraph (a), and to use all commercially reasonable efforts
        to cause the registration statement to become effective as soon as
        practicable thereafter.

               (b)   If the Initiating Holders intend to distribute the
        Registrable Securities covered by their request by means of an
        underwriting, they shall so advise the Company as a part of their
        request made pursuant to paragraph (a) and the Company shall include
        such information in the written notice to the remaining Holders referred
        to in paragraph (a). The underwriter will be selected by a majority in
        interest of the Initiating Holders and shall be reasonably acceptable to
        the Company. The right of any Holder to include his Registrable
        Securities in such registration shall be conditioned upon such Holder's
        participation in such underwriting and execution of an underwriting
        agreement approved by the Initiating Holders and the inclusion of such
        Holder's Registrable Securities in the underwriting (unless otherwise
        mutually agreed by a majority in interest of the Initiating Holders and
        such Holder) to the extent provided herein.

Notwithstanding the foregoing, if the Company shall furnish to the Holders
requesting a registration statement pursuant to this Section 1.2, a certificate
signed by the President of the Company stating that in the good faith judgment
of the Board of Directors of the Company, it would be materially detrimental to
the Company (including to any material proposed or planned transaction involving
the Company) and its stockholders for such registration statement to be filed
and it is therefore essential to defer the filing of such registration
statement, the Company shall have the right to defer such filing for a period of
not more than one hundred twenty (120) days after receipt of the request of the
Initiating Holders; PROVIDED, HOWEVER, that the Company may not utilize this
right more than once in any twelve month period and the Company shall use its
commercially reasonable efforts to effect the filing following the expiration of
the deferral period. Once a registration statement is effective for at least
thirty (30) days, the Company may suspend use of the registration statement if
it furnishes to the Holders covered by the registration statement a certificate
signed by the President of the Company stating that in the good faith judgment
of the Board of Directors of the Company, disclosure of material information to
the public necessary to allow sales under the registration statement would be
materially detrimental to the Company (including to any material proposed or
planned transaction involving the Company) and its stockholders and that it is
therefore essential that the use of the registration statement be suspended (a
"Permitted Blackout"); PROVIDED, HOWEVER, that either (i) if two or more such
Permitted Blackouts are imposed during any period of twelve (12) consecutive
months or (ii) the aggregate duration of all Permitted Blackouts during any
period of twelve (12) consecutive months exceeds thirty (30) business days, the
Holders shall have the rights indicated in (c)(i) below.

               (c)   The Company shall not be obligated to effect, or to take
        any action to effect, any registration pursuant to this Section 1.2:

                     (i)   If within the twelve (12) month prior to such
               registration, the Company has effected one (1) registration
               pursuant to this Section 1.2 and such registration has been
               declared or ordered effective; PROVIDED, HOWEVER, that any

                                        3
<Page>

               such registration shall not count as a registration if: (x) the
               Company has suspended use of a registration statement with
               respect to Permitted Blackouts in excess of the limits set forth
               in the proviso within the past 12 months or (y) the registration
               request is subsequently withdrawn at the request of the Holders
               of a majority of the Registrable Securities to be registered and
               at the time of such withdrawal, the Holders have learned of a
               material adverse change in the condition, business, or prospects
               of the Company from that known to the Holders at the time of
               their request and have withdrawn the request with reasonable
               promptness following disclosure by the Company of such material
               adverse change or pursuant to the recommendation of the managing
               underwriter; or (z) the Holders requesting registration do not
               register and sell all Registrable Securities they have requested
               to be registered in such registration for reasons other than
               their voluntary decision not to do so.

                     (ii)  during the period starting with the date sixty (60)
               days prior to the Company's good faith estimate of the date of
               filing of, and ending on a date one hundred eighty (180) days
               after the effective date of, a registration subject to Section
               1.3 hereof; provided that during such period the Company is
               actively employing in good faith its reasonable efforts to cause
               such registration statement to become effective; or

                     (iii) if the Initiating Holders propose to dispose of
               shares of Registrable Securities which at such time are eligible
               to be registered on Form S-3 pursuant to a request made pursuant
               to Section 1.4.

               (d)   With respect to any registration pursuant to this Section
        1.2, the Company may include in such registration any Primary Shares and
        Other Shares; PROVIDED, HOWEVER, that if any managing underwriter for
        the public offering contemplated by such registration advises the
        Company in writing that, in such firm's good faith opinion, the
        inclusion of all Primary Shares and Other Shares proposed to be included
        in such registration would adversely affect the offering and sale
        (including pricing) of all such securities, then the number of
        Registrable Securities, Primary Shares and Other Shares proposed to be
        included in such registration shall be included in the following order:

                     (i)   FIRST, the Registrable Securities held by Investors,
               pro rata based upon the number of Registrable Securities owned by
               each Investor at the time of such registration; and

                     (ii)  SECOND, Primary Shares and any Other Shares.

        1.3    COMPANY REGISTRATION. If (but without any obligation to do so)
the Company proposes to register Primary Shares under the Securities Act in
connection with the public offering of such securities solely for cash (other
than a registration relating solely to the sale of securities to participants in
a Company stock plan or a corporate reorganization or other transaction covered
by Rule 145 under the Securities Act, or any registration on any form which does
not include substantially the same information as would be required to be
included in a registration statement covering the sale of the Registrable
Securities held by the Holders), the

                                        4
<Page>

Company shall, at such time, promptly give each Holder written notice of such
registration. Upon the written request of each Holder given within fifteen (15)
days after mailing of such notice by the Company, the Company shall, subject to
the provisions of Section 1.8, cause to be registered under the Securities Act
all of the Registrable Securities that each such Holder has requested to be
registered; PROVIDED, HOWEVER, that if any managing underwriter for the public
offering contemplated by such registration advises the Company in writing that,
in such firm's good faith opinion, the inclusion of all Registrable Securities
and Primary Shares or Other Shares proposed to be included in such registration
would adversely affect the offering and sale (including pricing) of all such
securities, then the number of Registrable Securities, Primary Shares and Other
Shares proposed to be included in such registration shall be included in the
following order:

               (i)   FIRST, the Primary Shares;

               (ii)  SECOND, the Registrable Securities held by the Investors
        requesting registration, PRO RATA based upon the number of Registrable
        Securities owned by each such Investor at the time of such registration;
        and

               (iii) THIRD, any Other Shares.

        1.4    FORM S-3 REGISTRATION.

               (a)   In case the Company shall receive from one or more
        Investors, a written request or requests that the Company effect a
        registration on Form S-3 with respect to an aggregate of at least
        500,000 shares of Registerable Securities (as may be appropriately
        adjusted for stock splits, reverse stock splits, combinations or other
        similar events) all or a part of the Registrable Securities owned by
        such Investors, the Company will promptly give written notice of the
        proposed registration to all other Holders, and as soon as practicable,
        effect such registration as may be so requested and as would permit or
        facilitate the sale and distribution of all or such portion of such
        Investors' Registrable Securities as are specified in such request,
        together with all or such portion of the Registrable Securities of any
        other Holder or Holders joining in such request as are specified in a
        written request given within fifteen (15) days after receipt of such
        written notice from the Company; PROVIDED, HOWEVER, that the Company
        shall not be obligated to effect any such registration, qualification or
        compliance, pursuant to this Section 1.4: (i) if Form S-3 is not
        available for such offering by the Holders; (ii) if the Company shall
        furnish to the Holders a certificate signed by the President of the
        Company stating that in the good faith judgment of the Board of
        Directors of the Company, it would be materially detrimental to the
        Company (including to any material proposed or planned material
        transaction involving the Company) and its stockholders for such Form
        S-3 Registration to be effected at such time, in which event the Company
        shall have the right to defer the filing of the Form S-3 registration
        statement for a period of not more than 120 days after receipt of the
        request of the Holder or Holders under this Section 1.4(a); provided,
        however, that the Company shall not utilize this right more than once in
        any twelve-month period; (iii) if the Company has, within the twelve
        (12) month period preceding the date of such request, already effected
        two (2) registrations on Form S-3 for the Holders pursuant to this
        Section 1.4; PROVIDED, HOWEVER, that a registration shall not count

                                        5
<Page>

        as a registration if: (x) the Company has exceeded its number or amount
        of Permitted Blackouts in the prior twelve months or (y) the
        registration request is subsequently withdrawn at the request of the
        Holders of a majority of the Registrable Securities to be registered and
        at the time of such withdrawal, the Holders have learned of a material
        adverse change in the condition, business, or prospects of the Company
        from that known to the Holders at the time of their request and have
        withdrawn the request with reasonable promptness following disclosure by
        the Company of such material adverse change or pursuant to the
        recommendation of the managing underwriter; or (z) the Holders
        requesting registration do not register and sell all Registrable
        Securities they have requested to be registered in such registration for
        reasons other than their voluntary decision not to do so; iv) in any
        particular jurisdiction in which the Company would be required to
        qualify to do business or to execute a general consent to service of
        process in effecting such registration, qualification or compliance; or
        (v) during the period ending one hundred eighty (180) days after the
        effective date of a registration statement subject to Section 1.2 or
        Section 1.3. Once a registration statement has been made effective under
        this Section for at least thirty (30) consecutive days, the Company may
        suspend use of the registration statement if it furnishes to the Holders
        covered by the registration statement a certificate signed by the
        President of the Company stating that in the good faith judgment of the
        Board of Directors of the Company that it is entitled to use a Permitted
        Blackout.

               (b)   Subject to the foregoing, the Company shall file a
        registration statement covering the Registrable Securities and other
        securities so requested to be registered as soon as reasonably
        practicable after receipt of the request or requests of the Holders.
        Registrations effected pursuant to this Section 1.4 shall not be counted
        as demands for registration or registrations effected pursuant to
        Sections 1.2 or 1.3, respectively.

               (c)   With respect to any registration pursuant to this Section
        1.4, the Company may include in such registration any Registrable
        Securities held by the Investors or Other Shares; PROVIDED, HOWEVER,
        that if any managing underwriter for the public offering contemplated by
        such registration advises the Company in writing that, in such firm's
        good faith opinion, the inclusion of all such shares proposed to be
        included in such registration would adversely affect the offering and
        sale (including pricing) of all such securities, then the number of
        Registrable Securities and Other Shares proposed to be included in such
        registration shall be included in the following order:

                     (i)   FIRST, the Registrable Securities held by the
               Investors requesting registration, pro rata based upon the number
               of Registrable Securities owned by each such Investor at the time
               of such registration; and

                     (ii)  SECOND, any Other Shares.

        1.5    OBLIGATIONS OF THE COMPANY. Whenever it is required under this
Article I to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as reasonably practicable:

               (a)   Prepare and file with the SEC a registration statement with
        respect to such Registrable Securities and use its commercially
        reasonable efforts to cause such

                                        6
<Page>

        registration statement to become effective (provided that a reasonable
        time before filing a registration statement or prospectus or any
        amendments or supplements thereto, the Company shall furnish to the
        counsel selected by the Holders of a majority of the Registrable
        Securities covered by such registration statement copies of all such
        documents proposed to be filed, which documents shall be subject to the
        review and comment of such counsel), and, upon the request of the
        Holders of a majority of the Registrable Securities registered
        thereunder, keep such registration statement effective for up to one
        hundred eighty (180) days or if earlier, until completion of the
        distribution; PROVIDED HOWEVER, that such 180-day period shall be
        extended for a period of time equal to the period the Holder refrains
        from selling any securities included in such registration at the request
        of an underwriter of Common Stock (or other securities) of the Company.

               (b)   Use commercially reasonable efforts to prepare and file
        with the SEC such amendments and supplements to such registration
        statement and the prospectus used in connection with such registration
        statement as may be necessary to comply with the provisions of the
        Securities Act with respect to the disposition of all securities covered
        by such registration statement for up to one hundred eighty (180) days.

               (c)   Furnish to the Holders such numbers of copies of a
        prospectus, including a preliminary prospectus, in conformity with the
        requirements of the Securities Act, and such other documents as they may
        reasonably request in order to facilitate the disposition of Registrable
        Securities owned by them.

               (d)   Use its commercially reasonable efforts to register and
        qualify the securities covered by such registration statement under such
        other securities or Blue Sky laws of such jurisdictions as shall be
        reasonably requested by the Holders, PROVIDED that the Company shall not
        be required in connection therewith or as a condition thereto to qualify
        to do business or to file a general consent to service of process in any
        such states or jurisdictions unless the Company is already subject to
        service in such jurisdiction and except as may be required by the Act.

               (e)   In the event of any underwritten public offering, enter
        into and perform its obligations under an underwriting agreement, in
        usual and customary form, with the managing underwriter of such
        offering. Each Holder participating in such underwriting shall also
        enter into and perform its obligations under such an agreement.

               (f)   Notify each Holder of Registrable Securities covered by
        such registration statement at any time when a prospectus relating
        thereto is required to be delivered under the Securities Act of the
        happening of any event as a result of which the prospectus included in
        such registration statement, as then in effect, includes an untrue
        statement of a material fact or omits to state a material fact required
        to be stated therein or necessary to make the statements therein not
        misleading in the light of the circumstances then existing, such
        obligation to continue for one hundred twenty (120) days thereafter.

               (g)   Cause all such Registrable Securities registered hereunder
        to be listed on each securities exchange or market on which similar
        securities issued by the Company are then listed, and if not so listed
        and to the extent the Company is eligible for listing, to

                                        7
<Page>

        be listed on a nationally recognized exchange or the NASDAQ National
        Market ("NASDAQ") and, if listed on the NASDAQ, use its commercially
        reasonable efforts to secure designation of all such Registrable
        Securities covered by such registration statement as a NASDAQ "national
        market system security" within the meaning of Rule 11Aa2-1 of the SEC
        or, failing that, to use reasonable efforts to arrange for at least two
        market makers to register as such with respect to such Registrable
        Securities.

               (h)   Provide a transfer agent and registrar for all Registrable
        Securities registered pursuant hereunder and a CUSIP number for all such
        Registrable Securities, in each case not later than the effective date
        of such registration.

               (i)   Make available for inspection by any underwriter
        participating in any disposition pursuant to such registration statement
        (or if there is no underwriter, any Company "Affiliate" (as defined in
        Rule 405 under the Securities Act) who is a seller of Registrable
        Securities) and any attorney, accountant or other agent retained by any
        such seller or underwriter, all financial and other records, pertinent
        corporate documents and properties of the Company, and cause the
        Company's officers, directors, employees and independent accountants to
        supply all information reasonably requested by such seller, underwriter,
        attorney, accountant or agent in connection with such registration
        statement.

               (j)   Permit any Holder of Registrable Securities, which Holder
        in its sole and exclusive judgment, might be deemed to be an underwriter
        or a controlling person of the Company, to participate in the
        preparation of such registration or comparable statement and to require
        the insertion therein of material, furnished to the Company in writing,
        which in the reasonable judgment of such Holder and its counsel should
        be included.

               (k)   In the event of the issuance of any stop order suspending
        the effectiveness of a registration statement, or of any order
        suspending or preventing the use of any related prospectus or suspending
        the qualification of any Common Stock included in such registration
        statement for sale in any jurisdiction, the Company shall use its
        commercially reasonable efforts to promptly obtain the withdrawal of
        such order.

               (l)   Obtain (i) a cold comfort letter from the Company's
        independent public accountants in customary form and covering matters of
        the type customarily covered by cold comfort letters as the underwriters
        to such offering reasonably request, dated as of the date that such
        Registrable Securities are being delivered to the underwriters for sale
        in connection with a registration pursuant to this Agreement, if such
        securities are being sold through underwriters, or, if such securities
        are not being sold through underwriters, on the date that the
        registration statement with respect to such securities becomes
        effective, and (ii) an opinion, dated such date, of the counsel
        representing the Company for the purposes of such registration, in form
        and substance as is customarily given to underwriters in an underwritten
        public offering, addressed to the underwriters, if any, and to the
        Holders participating in the registration of Registrable Securities.

        1.6    FURNISH INFORMATION. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Article I with
respect to the Registrable Securities of any selling Holder that such Holder
shall furnish to the Company such information regarding

                                        8
<Page>

itself, the Registrable Securities held by it, and the intended method of
disposition of such securities as shall be required to effect the registration
of such Holder's Registrable Securities or such other information as the Company
may reasonably request. The Company shall have no obligation with respect to any
registration requested pursuant to Section 1.2 or Section 1.4 of this Agreement
if, as a result of the application of the preceding sentence, the number of
shares or the anticipated aggregate offering price of the Registrable Securities
to be included in the registration does not equal or exceed the number of shares
or the anticipated aggregate offering price required to originally trigger the
Company's obligation to initiate such registration as specified in Section
1.2(a) or Section 1.4(a), whichever is applicable.

        1.7    EXPENSES OF REGISTRATION. All expenses other than underwriting
discounts and commissions incurred in connection with registrations, filings or
qualifications pursuant to Section 1.2, including (without limitation) all
registration, filing and qualification fees, printers' and accounting fees, fees
and disbursements of counsel for the Company, and the reasonable fees and
disbursements of one counsel for the selling Investors selected by them shall be
borne by the Company; PROVIDED, HOWEVER, that the Company shall not be required
to pay for any expenses of any registration proceeding begun pursuant to Section
1.2, 1.3 or 1.4 if the registration request is subsequently withdrawn at the
request of the Holders of a majority of the Registrable Securities to be
registered (in which case all participating Holders shall bear such expenses),
unless the Holders of a majority of the Registrable Securities agree to forfeit
their right to one demand registration pursuant to Section 1.2; PROVIDED
FURTHER, that if at the time of such withdrawal, the Holders have learned of a
material adverse change in the condition, business, or prospects of the Company
from that known to the Holders at the time of their request and have withdrawn
the request with reasonable promptness following disclosure by the Company of
such material adverse change or pursuant to the recommendation of the managing
underwriter, then the Holders shall not be required to pay any of such expenses
and shall retain their rights pursuant to Section 1.2, 1.3 or 1.4, as the case
may be.

        1.8    UNDERWRITING REQUIREMENTS. In connection with any offering
involving an underwriting of shares of the Company's capital stock, the Company
shall not be required under Section 1.3 to include any of the Holders'
securities in such underwriting unless they accept the terms of the underwriting
as agreed upon between the Company and the underwriters selected by it (or by
other persons entitled to select the underwriters pursuant to Section 1.2), and
then only in such quantity as the underwriters determine in their sole
discretion will not jeopardize the success of the offering by the Company. If
the total amount of securities, including Registrable Securities, requested by
stockholders to be included in such offering exceeds the amount of securities
sold other than by the Company that the underwriters determine in their sole
discretion is compatible with the success of the offering, then the Company
shall be required to include in the offering only that number of such
securities, including Registrable Securities, which the underwriters determine
in their sole discretion will not jeopardize the success of the offering (the
securities so included to be apportioned pro rata among the selling stockholders
according to the total amount of securities entitled to be included therein
owned by each selling Holder or in such other proportions as shall mutually be
agreed to by such selling Holders) but in no event shall the amount of
securities of the selling Holders included in the offering be reduced below
twenty five percent (25%) of the total amount of securities included in such
offering. For purposes of the preceding parenthetical concerning apportionment,
for any selling Holder which is a partnership or corporation, the partners,
retired partners and stockholders of such holder, or the estates and

                                        9
<Page>

family members of any such partners and retired partners and any trusts for the
benefit of any of the foregoing persons shall be deemed to be a single "selling
Holder," and any pro-rata reduction with respect to such "selling Holder" shall
be based upon the aggregate amount of shares carrying registration rights owned
by all entities and individuals included in such "selling Holder," as defined in
this sentence.

        1.9    DELAY OF REGISTRATION. No Holder shall have any right to obtain
or seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Article I.

        1.10   INDEMNIFICATION. In the event any Registrable Securities are
included in a registration statement under this Article I:

               (a)   To the extent permitted by law, the Company will indemnify
        and hold harmless each Holder, any underwriter (as defined in the
        Securities Act) for such Holder and each person, if any, who controls
        such Holder or underwriter within the meaning of the Securities Act or
        the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"),
        against any losses, claims, damages, or liabilities (joint or several)
        to which they may become subject under the Securities Act, the Exchange
        Act or other federal or state law, insofar as such losses, claims,
        damages, or liabilities (or actions in respect thereof) arise out of or
        are based upon any of the following statements, omissions or violations
        (collectively a "VIOLATION"): (i) any untrue statement or alleged untrue
        statement of a material fact contained in such registration statement,
        including any preliminary prospectus or final prospectus contained
        therein or any amendments or supplements thereto, (ii) the omission or
        alleged omission to state therein a material fact required to be stated
        therein, or necessary to make the statements therein not misleading, or
        (iii) any violation or alleged violation by the Company of the
        Securities Act, the Exchange Act, any state securities law or any rule
        or regulation promulgated under the Securities Act, the Exchange Act or
        any state securities law; and the Company will pay to each such Holder,
        underwriter or controlling person, as incurred, any legal or other
        expenses reasonably incurred by them in connection with investigating or
        defending any such loss, claim, damage or liability; provided, however,
        that the indemnity agreement contained in this paragraph (a) shall not
        apply to amounts paid in settlement of any such loss, claim, damage or
        liability if such settlement is effected without the consent of the
        Company (which consent shall not be unreasonably withheld), nor shall
        the Company be liable to any Holder, underwriter or controlling person
        for any such loss, claim, damage or liability to the extent that it
        arises out of or is based upon a Violation which occurs in reliance upon
        and in conformity with written information furnished expressly for use
        in connection with such registration by any such Holder, underwriter or
        controlling person.

               (b)   To the extent permitted by law, each selling Holder will
        indemnify and hold harmless the Company, each of its directors, each of
        its officers who has signed the registration statement, each person, if
        any, who controls the Company within the meaning of the Securities Act,
        any underwriter, any other Holder selling securities in such
        registration statement and any controlling person of any such
        underwriter or other Holder, against any losses, claims, damages, or
        liabilities (joint or several) to which any of the foregoing persons may
        become subject, under the Securities Act, the Exchange Act

                                       10
<Page>

        or other federal or state law, insofar as such losses, claims,
        damages, or liabilities (or actions in respect thereto) arise out of
        or are based upon any Violation, in each case to the extent (and only
        to the extent) that such Violation occurs in reliance upon and in
        conformity with written information furnished by such Holder expressly
        for use in connection with such registration; and each such Holder
        will pay, as incurred, any legal or other expenses reasonably incurred
        by any person intended to be indemnified pursuant to this paragraph
        (b), in connection with investigating or defending any such loss,
        claim, damage or liability; provided, however, that the indemnity
        agreement contained in this paragraph (b) shall not apply to amounts
        paid in settlement of any such loss, claim, damage or liability if
        such settlement is effected without the consent of the Holder, which
        consent shall not be unreasonably withheld; provided, that in no event
        shall any indemnity under this paragraph (b) exceed the net proceeds
        from the offering received by such Holder, except in the case of
        willful fraud by such Holder.

               (c)   Promptly after receipt by an indemnified party under this
        Section 1.10 of notice of the commencement of any action (including any
        governmental action), such indemnified party will, if a claim in respect
        thereof is to be made against any indemnifying party under this Section
        1.10, deliver to the indemnifying party a written notice of the
        commencement thereof and the indemnifying party shall have the right to
        participate in, and, to the extent the indemnifying party so desires,
        jointly with any other indemnifying party similarly noticed, to assume
        the defense thereof with counsel mutually satisfactory to the parties;
        provided, however, that an indemnified party (together with all other
        indemnified parties which may be represented without conflict by one
        counsel) shall have the right to retain one separate counsel, with the
        reasonable fees and expenses to be paid by the indemnifying party, if
        the representation of such indemnified party by the counsel retained by
        the indemnifying party would be inappropriate due to actual or potential
        differing interests between such indemnified party and any other party
        represented by such counsel in such proceeding. The failure to deliver
        written notice to the indemnifying party within a reasonable time of the
        commencement of any such action, if prejudicial to its ability to defend
        such action, shall relieve such indemnifying party of any liability to
        the indemnified party under this Section 1.10, but the omission to so
        deliver written notice to the indemnifying party will not relieve it of
        any liability that it may have to any indemnified party otherwise than
        under this Section 1.10.

               (d)   If the indemnification provided for in this Section 1.10 is
        held by a court of competent jurisdiction to be unavailable to an
        indemnified party with respect to any loss, liability, claim, damage or
        expense referred to therein, then the indemnifying party, in lieu of
        indemnifying such indemnified party hereunder, shall contribute to the
        amount paid or payable by such indemnified party as a result of such
        loss, liability, claim, damage, or expense in such proportion as is
        appropriate to reflect the relative fault of the indemnifying party on
        the one hand and of the indemnified party on the other in connection
        with the statements or omissions that resulted in such loss, liability,
        claim, damage or expense as well as any other relevant equitable
        considerations; provided, that in no event shall any contribution by a
        Holder under this paragraph (d) exceed the net proceeds from the
        offering received by such Holder, except in the case of willful fraud by
        such Holder. The relative fault of the indemnifying party and of the
        indemnified party

                                       11
<Page>

        shall be determined by reference to, among other things, whether the
        untrue or alleged untrue statement of a material fact or the omission
        to state a material fact relates to information supplied by the
        indemnifying party or by the indemnified party and the parties'
        relative intent, knowledge, access to information, and opportunity to
        correct or prevent such statement or omission.

               (e)   Notwithstanding the foregoing, to the extent that the
        provisions on indemnification and contribution contained in the
        underwriting agreement entered into in connection with the underwritten
        public offering are in conflict with the foregoing provisions, the
        provisions in the underwriting agreement shall control.

               (f)   The obligations of the Company and Holders under this

        Section 1.10 shall survive the completion of any offering of
        Registrable Securities in a registration statement under this Article
        I, and otherwise.

        1.11   REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934. With a view to
making available to the Holders the benefits of Rule 144 promulgated under the
Securities Act and any other rule or regulation of the SEC that may at any time
permit a Holder to sell securities of the Company to the public without
registration or pursuant to a registration on Form S-3, the Company agrees to:

               (a)   make and keep public information available, as those terms
        are understood and defined in SEC Rule 144, so long as the Company
        remains subject to the periodic reporting requirements under Sections 13
        or 15(d) of the Exchange Act;

               (b)   take such action, including the voluntary registration of
        its Common Stock under Section 12 of the Exchange Act, as is necessary
        to enable the Holders to utilize Form S-3 for the sale of their
        Registrable Securities, such action to be taken as soon as practicable;

               (c)   file with the SEC in a timely manner all reports and other
        documents required of the Company under the Securities Act and the
        Exchange Act; and

               (d)   furnish to any Holder, so long as the Holder owns any
        Registrable Securities, forthwith upon request (i) a written statement
        by the Company that it has complied with the reporting requirements of
        SEC Rule 144 (at any time after ninety (90) days after the effective
        date of the first registration statement filed by the Company), the
        Securities Act and the Exchange Act (at any time after it has become
        subject to such reporting requirements), or that it qualifies as a
        registrant whose securities may be resold pursuant to Form S-3 (at any
        time after it so qualifies), (ii) a copy of the most recent annual or
        quarterly report of the Company and such other reports and documents so
        filed by the Company, and (iii) such other information as may be
        reasonably requested in availing any Holder of any rule or regulation of
        the SEC which permits the selling of any such securities without
        registration or pursuant to such form.

        1.12   ASSIGNMENT OF REGISTRATION RIGHTS. In the event a Holder desires
to assign all or a portion of the Registrable Securities owned by such Holder,
the rights to cause the Company to register Registrable Securities pursuant to
this Article 1 may be assigned (but only with all

                                       12
<Page>

related obligations) by a Holder to a transferee or assignee of such securities
which (a) is a subsidiary, parent, general partner, limited partner, retired
partner, member, retired member or affiliate of a Holder, (b) is a Holder's
family member or trust for the benefit of an individual Holder, or (c) acquires
at least 500,000 Shares of the Registrable Securities (as may be appropriately
adjusted for stock splits, reverse stock splits, combinations or other similar
events); provided, however, (i) the transferor shall, within ten (10) days after
such transfer, furnish to the Company written notice of the name and address of
such transferee or assignee and the securities with respect to which such
registration rights are being assigned, (ii) such transferee shall agree to be
subject to all restrictions set forth in this Agreement; and (iii) such
transferee is not a person deemed by the Board, in its reasonable judgment, to
be a competitor or potential competitor of the Company. Each Holder agrees to
cause any transferee of any shares of Registrable Securities to be bound by this
Section 1.12.

        1.13   LIMITATIONS ON SUBSEQUENT REGISTRATION RIGHTS. From and after the
date of this Agreement, the Company shall not, without the prior written consent
of the Holders of a majority of the outstanding Registrable Securities held by
the Investors, enter into any agreement with any holder or prospective holder of
any securities of the Company which would provide such holder or prospective
holder registration rights PARI PASSU or superior to those granted to the
Investors hereunder.

                                   Article II
                                    GENERAL

        2.1    SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors and administrators of the
parties hereto.

        2.2    ENTIRE AGREEMENT. This Agreement and the other documents
delivered pursuant hereto constitute the full and entire understanding and
agreement between the parties with regard to the subjects hereof and thereof,
and this Agreement shall supersede and cancel all prior agreements between the
parties hereto with regard to the subject matter hereof.

        2.3    NOTICES, ETC. All notices and other communications required or
permitted hereunder shall be in writing and shall be sent via facsimile, e-mail,
overnight courier service or mailed by certified or registered mail, postage
prepaid, return receipt requested, addressed or sent in the manner set forth in
the Purchase Agreement.

        2.4    SEVERABILITY. In case any provision of this Agreement shall be
invalid, illegal, or unenforceable, the validity, legality and enforceability of
the remaining provisions of this Agreement shall not in any way be affected or
impaired thereby.

        2.5    TITLES AND SUBTITLES. The titles of the sections and subsections
of this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.

        2.6    COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

                                       13
<Page>

        2.7    WAIVERS AND AMENDMENTS. This Agreement may be waived, amended or
supplemented by the written consent of (a) the Company and (b) the Holders of at
least a majority of the Registrable Securities.

        2.8    FURTHER INSTRUMENTS. The parties agree to execute such further
instruments and to take such further action as may reasonably be necessary to
carry out the intent of this Agreement.

        2.9    GOVERNING LAW; JURISDICTION. This Agreement 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. The parties hereto
irrevocably consent to the jurisdiction of the United States federal courts
located in the State of Illinois and the State Courts in the County of Cook in
the State of Illinois in any suit or proceeding based on or arising under this
Agreement or the transactions contemplated hereby and irrevocably agree that all
claims in respect of such suit or proceeding may be determined in such courts.
The Company irrevocably waives the defense of an inconvenient forum to the
maintenance of such suit or proceeding. The Company further agrees that service
of process upon the Company mailed by the first class mail shall be deemed in
every respect effective service of process upon the Company in any suit or
proceeding arising hereunder. Nothing herein shall affect the Investors' right
to serve process in any other manner permitted by law. The parties hereto agree
that a final non-appealable 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.

        2.10   SPECIFIC PERFORMANCE. The Company agrees and acknowledges that
any violation or breach of its covenants, agreements and undertakings contained
in this Agreement shall cause Investors' irreversible injury and, in addition to
any other right or remedy available to a party at law or in equity, an Investor
shall be entitled to enforcement by court injunction for specific performance of
the obligations of the other party hereunder. Notwithstanding the foregoing
sentence, nothing herein shall be construed as prohibiting a party from also
pursuing any other rights, remedies or defenses, for such breach or threatened
breach, including receiving damages and attorneys' fees. The election of any
remedy shall not be construed as a waiver on the part of any party of any rights
such party might otherwise have at law or in equity. Said rights and remedies
shall be cumulative.

        2.11   WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE
LAW WHICH CANNOT BE WAIVED, EACH OF THE COMPANY AND INVESTORS 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
AGREEMENT OR ANY OTHER INVESTMENT AGREEMENT OR THE SUBJECT MATTER HEREOF OR
THEREOF OR ANY OBLIGATION HEREUNDER OR THEREUNDER OR IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE HOLDERS OF SECURITIES 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 THE INVESTORS AND THE COMPANY ACKNOWLEDGES THAT THE
PROVISIONS OF THIS SECTION 2.11 CONSTITUTE A MATERIAL

                                       14
<Page>

INDUCEMENT UPON WHICH EACH OF THE INVESTORS AND THE COMPANY HAVE RELIED, ARE
RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT, AND EACH OF THE RELATED
AGREEMENTS. Investors or the Company may file an original counterpart or a copy
of this Section 2.11 with any court as written evidence of the consent of the
parties hereto to the waiver of their respective right to trial by jury

                         [SIGNATURES ON FOLLOWING PAGE]

                                       15
<Page>

        IN WITNESS WHEREOF, the parties hereby have executed this Agreement as
of the date first above written.

                                              COMPANY:

                                              ALTERNATIVE RESOURCES CORPORATION


                                              By: /s/ Steven Purcell
                                                  ------------------------------

                                              Its:    Chief Financial Officer


                                              INVESTORS:

                                              WYNNCHURCH CAPITAL PARTNERS, L.P.

                                              By: /s/ John Hatherly
                                                  ------------------------------

                                              Its:    President


                                              WYNNCHURCH CAPITAL PARTNERS
                                              CANADA, L.P.

                                              By: /s/ John Hatherly
                                                  ------------------------------

                                              Its:    President

                                       16


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>12
<FILENAME>arc804exhsjandk.txt
<DESCRIPTION>EXHIBITS J & K
<TEXT>
                              EXHIBIT J

                          POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, John A.
Hatherly, as President of Wynnchurch Management, Inc., the general
partner of Wynnchurch Partners, L.P., being the general partner of
Wynnchurch Capital Partners, L.P., has made, constituted and
appointed, and by these presents does make, constitute and appoint
any of Mark T. Kindelin, James R. Cruger or Barry L. Fischer, its
true and lawful attorney-in-fact and agent, for Wynnchurch Capital
Partners, L.P., Wynnchurch Partners, L.P., and Wynnchurch Management,
Inc. and in its name, place and stead to execute, acknowledge,
deliver and file any and all filings required by Section 13 and
Section 16 of the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder, including, but not
limited to, Schedules 13D and 13G, Forms 3, Forms 4 and Forms 5, as
well as any amendments thereto with respect to Alternative Resources
Corporation and its successors, hereby ratifying and confirming all
that said attorney-in-fact and agent may do or cause to be done by
virtue hereof.

     The validity of this Power of Attorney shall not be affected in
any manner by reason of the execution, at any time, of other powers
of attorney by the undersigned in favor of persons other than the
attorney-in-fact named herein.

     WITNESS THE EXECUTION HEREOF this 6th day of February, 2002 by
John A. Hatherly, on behalf and as President of Wynnchurch
Management, Inc., the general partner of Wynnchurch Partners, L.P.,
being the general partner of Wynnchurch Capital Partners, L.P.

                              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
                                 --------------------
                              John A. Hatherly
                              Its: President

                              WYNNCHURCH PARTNERS, L.P.

                              By:  Wynnchurch Management, Inc.
                              Its: General Partner


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

                              WYNNCHURCH MANAGEMENT, INC.
STATE OF ILLINOIS)
COUNTY OF COOK)               By:/s/ John A. Hatherly
                                 --------------------
                              John A. Hatherly
                              Its: President
/s/ Jamie E. Jedras
- -------------------
Notary Public
                         Exhibits:  Page 163
<PAGE>
                              EXHIBIT K

                          POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned, John A.
Hatherly, as President of Wynnchurch GP Canada, Inc., the general
partner of Wynnchurch Partners Canada, L.P., being the general
partner of Wynnchurch Capital Partners Canada, L.P., has made,
constituted and appointed, and by these presents does make,
constitute and appoint any of Mark T. Kindelin, James R. Cruger or
Barry L. Fischer, its true and lawful attorney-in-fact and agent, for
Wynnchurch Capital Partners Canada, L.P., Wynnchurch Partners Canada,
L.P. and Wynnchurch GP Canada, Inc., and in its name, place and stead
to execute, acknowledge, deliver and file any and all filings
required by Section 13 and Section 16 of the Securities Exchange Act
of 1934, as amended, and the rules and regulations promulgated
thereunder, including, but not limited to, Schedules 13D and 13G,
Forms 3, Forms 4 and Forms 5, as well as any amendment thereto with
respect to Alternative Resources Corporation and its successors,
hereby ratifying and confirming all that said attorney-in-fact and
agent may do or cause to be done by virtue hereof.

     The validity of this Power of Attorney shall not be affected in
any manner by reason of the execution, at any time, of other powers
of attorney by the undersigned in favor of persons other than the
attorney-in-fact named herein.

     WITNESS THE EXECUTION HEREOF this 6th day of February, 2002 by
John A. Hatherly, on behalf and as President of Wynnchurch GP Canada,
Inc., the general partner of Wynnchurch Partners Canada, L.P., being
the general partner of Wynnchurch Capital Partners Canada, L.P.

                              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
                                 --------------------
                              John A. Hatherly
                              Its: President

                              WYNNCHURCH PARTNERS CANADA, L.P.

                              By:  Wynnchurch GP Canada, Inc.
                              Its: General Partner


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

                              WYNNCHURCH GP CANADA, INC.
STATE OF ILLINOIS)
COUNTY OF COOK)               By:/s/ John A. Hatherly
                                 --------------------
                              John A. Hatherly
                              Its: President
/s/ Jamie E. Jedras
- -------------------
                         Exhibits:  Page 164
Notary Public

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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