<SUBMISSION>
<ACCESSION-NUMBER>0000912057-02-005191
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>18
<PERIOD>20020131
<ITEMS>5
<ITEMS>7
<FILING-DATE>20020212
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ALTERNATIVE RESOURCES CORP
<CIK>0000920521
<ASSIGNED-SIC>7363
<IRS-NUMBER>382791069
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-23940
<FILM-NUMBER>02536734
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>100 TRI STATE INTERNATIONAL
<STREET2>STE 300
<CITY>LINCOLNSHIRE
<STATE>IL
<ZIP>60069
<PHONE>8473171000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>75 TRI STATE INTERNATIONAL
<STREET2>STE 100
<CITY>LINCOLNSHIRE
<STATE>IL
<ZIP>60069
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a2069827z8-k.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<HTML>
<HEAD>
<TITLE> Prepared by MERRILL CORPORATION
</TITLE>
</HEAD>
<BODY BGCOLOR="#FFFFFF" LINK=BLUE  VLINK=PURPLE>
<BR>
<FONT SIZE=3 ><A HREF="#02CHI1388_1">QuickLinks</A></FONT>
<font size=3> -- Click here to rapidly navigate through this document</font>
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<P ALIGN="CENTER"><FONT SIZE=5><B>SECURITIES AND EXCHANGE COMMISSION<BR>  </B></FONT><FONT SIZE=2><B>Washington, D.C. 20549  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=5><B>FORM 8-K<BR>
CURRENT REPORT  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=3><B>Pursuant to Section 13 or 15 (d)&nbsp;of the Securities Exchange Act of 1934  </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>Date of Report (Date of earliest event reported) January&nbsp;31, 2002 </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=5><B>ALTERNATIVE RESOURCES CORPORATION<BR>  </B></FONT><FONT SIZE=2>(Exact name of registrant as specified in its charter) </FONT></P>

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<TD WIDTH="36%" ALIGN="CENTER"><BR><FONT SIZE=2><B>Delaware</B></FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><B><BR>&nbsp;</B></FONT></TD>
<TD WIDTH="26%" ALIGN="CENTER"><FONT SIZE=2><B><BR>
0-23940</B></FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><B><BR>&nbsp;</B></FONT></TD>
<TD WIDTH="33%" ALIGN="CENTER"><FONT SIZE=2><B><BR>
38-2791069</B></FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="36%" ALIGN="CENTER"><FONT SIZE=2>(State or other jurisdiction<BR>
of incorporation)</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="26%" ALIGN="CENTER"><FONT SIZE=2>(Commission File Number)</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="33%" ALIGN="CENTER"><FONT SIZE=2>(IRS Employer Identification No.)</FONT></TD>
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<TD WIDTH="15%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="46%"><FONT SIZE=2><B>600 Hart Road, Suite 300, Barrington, IL</B></FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="21%" ALIGN="CENTER"><FONT SIZE=2><B>60010</B></FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="15%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="46%"><FONT SIZE=2>(Address of principal executive offices)</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="21%" ALIGN="CENTER"><FONT SIZE=2>(Zip code)</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="15%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="46%"><FONT SIZE=2><BR>
(Registrant's telephone number, including area code)</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="21%" ALIGN="CENTER"><BR><FONT SIZE=2><B>(847) 381-6701</B></FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="10%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
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<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="page_ka1388_1_2"> </A> </FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2><B>ALTERNATIVE RESOURCES CORPORATION<BR>
CURRENT REPORT OF FORM&nbsp;8-K  </B></FONT></P>

<P><FONT SIZE=2><A
NAME="ka1388_item_5._other_events."> </A>
<A NAME="toc_ka1388_1"> </A>
<BR></FONT><FONT SIZE=2><B>ITEM 5.&nbsp;&nbsp;&nbsp;&nbsp;Other Events.    <BR>  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On January&nbsp;31, 2002, Alternative Resources Corporation, a Delaware corporation (the "</FONT><FONT SIZE=2><B>Company</B></FONT><FONT SIZE=2>") entered into
a Senior Secured Revolving Credit facility with Fleet Capital Corporation, that provides for up to $30&nbsp;million of revolving credit based on the Company's available collateral base. The credit
facility has a three-year term and bears interest at LIBOR plus 3.25% or the banks' base rate plus 1.00%. The initial proceeds of this facility together with the net proceeds from the sale
of convertible subordinated notes described below were used to repay the Company's existing credit facility and provide working capital. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
January&nbsp;31, 2002, the Company also entered into a Securities Purchase Agreement with Wynnchurch Capital Partners, L.P. and Wynnchurch Capital Partners Canada, L.P.
(collectively "</FONT><FONT SIZE=2><B>Wynnchurch</B></FONT><FONT SIZE=2>"), pursuant to which the Company sold Wynnchurch $10&nbsp;million principal amount of 15% Senior Subordinated Convertible
Notes due January&nbsp;31, 2009. These notes are convertible into common stock of the Company at a conversion price of $2.50 per share. At the Company's election, one half of the interest may be
deferred during the first four years, subject to certain conditions. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
conjunction with the sale of these notes, the Company issued Wynnchurch 10,000,000 warrants to purchase shares of the Company's common stock at $.55 per share and an additional
1,000,000 warrants to purchase its common stock at $.73 per share, the latter of which are generally not exercisable for one year and expire on the occurrence of certain events. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Wynnchurch
is entitled to have two designees appointed to the Company's seven person board, with a right, upon request, to have the board increased by two, and to appoint two additional
directors. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
conjunction with the Wynnchurch transaction, on January&nbsp;31, 2002, the Company's Board of Directors redeemed all of the rights issued under its stockholder rights plan. Each
share of the Company's common stock carried with it one right to purchase a fraction of a share of the Company's preferred stock in certain circumstances described in the stockholder rights plan. The
rights were attached to, and could not be separated from, shares of the Company's common stock. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company will pay a redemption payment of $.01 per right to stockholders of record as of the close of business on January&nbsp;31, 2002. The redemption payment will be mailed to
stockholders on or about February&nbsp;9, 2002. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company is advised that the redemption payment is likely to be treated as a dividend for federal income tax purposes. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>2</FONT></P>

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<A NAME="page_ka1388_1_3"> </A>
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<P><FONT SIZE=2><A
NAME="ka1388_item_7._financial_statements_and_exhibits."> </A>
<A NAME="toc_ka1388_2"> </A>
<BR></FONT><FONT SIZE=2><B>ITEM 7.&nbsp;&nbsp;&nbsp;&nbsp;Financial Statements and Exhibits.    <BR>  </B></FONT></P>

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<TR VALIGN="BOTTOM">
<TH WIDTH="10%" ALIGN="CENTER"><FONT SIZE=1><B>Exhibit<BR>
Number</B></FONT><HR NOSHADE></TH>
<TH WIDTH="3%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="81%" ALIGN="CENTER"><FONT SIZE=1><B>Description</B></FONT><HR NOSHADE></TH>
<TH WIDTH="3%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="4%" ALIGN="LEFT"><FONT SIZE=1>&nbsp;</FONT><BR></TH>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2>(c</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>)</FONT></TD>
<TD WIDTH="81%"><FONT SIZE=2>Exhibits.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.1</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="81%"><FONT SIZE=2><BR>
Credit and Security Agreement dated January&nbsp;31, 2002 among Alternative Resources Corporation, ARC Services&nbsp;Inc., ARC Solutions,&nbsp;Inc., ARC Midholding,&nbsp;Inc. and Writers&nbsp;Inc. as joint and several co-borrowers, and Fleet Capital
Corporation as lender.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.2</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="81%"><FONT SIZE=2><BR>
$30,000,000 Revolving Credit Note under the Credit and Security Agreement.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.3</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="81%"><FONT SIZE=2><BR>
Securities Purchase Agreement dated January&nbsp;31, 2002, among Alternative Resources Corporation, Wynnchurch Capital Partners, L.P. and Wynnchurch Capital Partners Canada, L.P.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.4</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="81%"><FONT SIZE=2><BR>
15% Senior Subordinated Convertible Promissory Note dated January&nbsp;31, 2002 and due January&nbsp;31, 2009 in the principal amount of $4,920,208 issued to Wynnchurch Capital Partners, L.P.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.5</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="81%"><FONT SIZE=2><BR>
15% Senior Subordinated Convertible Promissory Note dated January&nbsp;31, 2002 and due January&nbsp;31, 2009 in the principal amount of $5,079,792 issued to Wynnchurch Capital Partners Canada, L.P.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.6</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="81%"><FONT SIZE=2><BR>
Stock Purchase Warrant for 4,920,208 shares of Alternative Resources Corporation common stock, dated January&nbsp;31, 2002 and issued to Wynnchurch Capital Partners, L.P.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.7</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="81%"><FONT SIZE=2><BR>
Stock Purchase Warrant for 5,079,792 shares of Alternative Resources Corporation common stock, dated January&nbsp;31, 2002 and issued to Wynnchurch Capital Partners Canada, L.P.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.8</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="81%"><FONT SIZE=2><BR>
Contingent Stock Purchase Warrant for 492,021 shares of Alternative Resources Corporation common stock, dated January&nbsp;31, 2002 and issued to Wynnchurch Capital Partners, L.P.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.9</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="81%"><FONT SIZE=2><BR>
Contingent Stock Purchase Warrant for 507,979 shares of Alternative Resources Corporation common stock, dated January&nbsp;31, 2002 and issued to Wynnchurch Capital Partners Canada, L.P.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.10</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="81%"><FONT SIZE=2><BR>
Registration Rights Agreement dated January&nbsp;31, 2002, among Alternative Resources Corporation, Wynnchurch Capital Partners, L.P. and Wynnchurch Capital Partners Canada, L.P.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.11</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="81%"><FONT SIZE=2><BR>
Subordination and Intercreditor Agreement dated as of January&nbsp;31, 2002, among Wynnchurch Capital Partners, L.P., Wynnchurch Capital Partners Canada, L.P., Alternative Resources Corporation, ARC Service,&nbsp;Inc., ARC Solutions,&nbsp;Inc., ARC
Midholding,&nbsp;Inc., Writers,&nbsp;Inc., and Fleet Capital Corporation.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.12</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="81%"><FONT SIZE=2><BR>
Pledge Agreement dated January&nbsp;31, 2002, among Alternative Resources Corporation, ARC Service,&nbsp;Inc., ARC Solutions,&nbsp;Inc., ARC Midholding,&nbsp;Inc., Writers&nbsp;Inc. and Fleet Capital Corporation</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.13</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="81%"><FONT SIZE=2><BR>
Pledge Agreement dated January&nbsp;31, 2002, among Alternative Resources Corporation, Wynnchurch Capital Partners, L.P., and Wynnchurch Capital Partners Canada, L.P.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.14</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="81%"><FONT SIZE=2><BR>
Company Security Agreement dated January&nbsp;31, 2002, among Alternative Resources Corporation, Wynnchurch Capital Partners,&nbsp;L.P. and Wynnchurch Capital Partners Canada,&nbsp;L.P.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.15</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="81%"><FONT SIZE=2><BR>
Guarantor Security Agreement dated January&nbsp;31, 2002, among ARC&nbsp;Services,&nbsp;Inc., ARC&nbsp;Solutions,&nbsp;Inc., ARC&nbsp;Midholding,&nbsp;Inc., Writers&nbsp;Inc., Wynnchurch Capital Partners,&nbsp;L.P. and Wynnchurch Capital Partners
Canada,&nbsp;L.P.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.16</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="81%"><FONT SIZE=2><BR>
Guaranty dated January&nbsp;31, 2002, made by ARC&nbsp;Service,&nbsp;Inc., ARC&nbsp;Solutions,&nbsp;Inc., ARC&nbsp;Midholding,&nbsp;Inc. and Writers&nbsp;Inc., for the benefit of Wynnchurch Capital Partners,&nbsp;L.P. and Wynnchurch Capital Partners
Canada,&nbsp;L.P.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
99.1</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="81%"><FONT SIZE=2><BR>
Press Release Issued by the Company on January&nbsp;31, 2002</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
</TABLE>
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<P ALIGN="CENTER"><FONT SIZE=2>3</FONT></P>

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<A NAME="page_ka1388_1_4"> </A>
<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="ka1388_signatures"> </A>
<A NAME="toc_ka1388_3"> </A>
<BR></FONT><FONT SIZE=2><B>SIGNATURES    <BR>  </B></FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized. </FONT></P>

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<TD WIDTH="58%"><FONT SIZE=2>ALTERNATIVE RESOURCES CORPORATION</FONT></TD>
</TR>
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<TD WIDTH="40%"><FONT SIZE=2><BR>
<BR>
 Date: February 12, 2002</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="58%"><FONT SIZE=2><BR>
/s/&nbsp;&nbsp;</FONT><FONT SIZE=2>STEVEN PURCELL</FONT><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="40%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="58%"><BR><HR NOSHADE><FONT SIZE=2> Steven Purcell<BR>
Chief Financial Officer</FONT></TD>
</TR>
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<P ALIGN="CENTER"><FONT SIZE=2>4</FONT></P>

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<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kc1388_exhibit_index"> </A>
<A NAME="toc_kc1388_1"> </A>
<BR></FONT><FONT SIZE=2><B>EXHIBIT INDEX    <BR>  </B></FONT></P>

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<TH WIDTH="10%" ALIGN="CENTER"><FONT SIZE=1><B>Exhibit<BR>
Number</B></FONT><HR NOSHADE></TH>
<TH WIDTH="3%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="80%" ALIGN="CENTER"><FONT SIZE=1><B>Description</B></FONT><HR NOSHADE></TH>
<TH WIDTH="3%"><FONT SIZE=1>&nbsp;</FONT></TH>
<TH WIDTH="5%" ALIGN="CENTER"><FONT SIZE=1><B>Page No.</B></FONT><HR NOSHADE></TH>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2>4.1</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="80%"><FONT SIZE=2>Credit and Security Agreement dated January 31, 2002 among Alternative Resources Corporation,ARC Services Inc., ARC Solutions, Inc., ARC Midholding, Inc. and Writers Inc. as joint and several co-borrowers, and Fleet
Capital Corporation as lender.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2>&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.2</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="80%"><FONT SIZE=2><BR>
$30,000,000 Revolving Credit Note under the Credit and Security Agreement.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.3</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="80%"><FONT SIZE=2><BR>
Securities Purchase Agreement dated January 31, 2002, among Alternative Resources Corporation, Wynnchurch Capital Partners, L.P. and Wynnchurch Capital Partners Canada, L.P.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.4</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="80%"><FONT SIZE=2><BR>
15% Senior Subordinated Convertible Promissory Note dated January 31, 2002 and due January 31, 2009 in the principal amount of $4,920,208 issued to Wynnchurch Capital Partners, L.P.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.5</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="80%"><FONT SIZE=2><BR>
15% Senior Subordinated Convertible Promissory Note dated January 31, 2002 and due January 31, 2009 in the principal amount of $5,079,792 issued to Wynnchurch Capital Partners Canada, L.P.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.6</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="80%"><FONT SIZE=2><BR>
Stock Purchase Warrant for 4,920,208 shares of Alternative Resources Corporation common stock, dated January 31, 2002 and issued to Wynnchurch Capital Partners, L.P.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.7</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="80%"><FONT SIZE=2><BR>
Stock Purchase Warrant for 5,079,792 shares of Alternative Resources Corporation common stock, dated January 31, 2002 and issued to Wynnchurch Capital Partners Canada, L.P.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.8</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="80%"><FONT SIZE=2><BR>
Contingent Stock Purchase Warrant for 492,021 shares of Alternative Resources Corporation common stock, dated January 31, 2002 and issued to Wynnchurch Capital Partners, L.P.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.9</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="80%"><FONT SIZE=2><BR>
Contingent Stock Purchase Warrant for 507,979 shares of Alternative Resources Corporation common stock, dated January 31, 2002 and issued to Wynnchurch Capital Partners Canada, L.P.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.10</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="80%"><FONT SIZE=2><BR>
Registration Rights Agreement dated January 31, 2002, among Alternative Resources Corporation, Wynnchurch Capital Partners, L.P. and Wynnchurch Capital Partners Canada, L.P.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.11</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="80%"><FONT SIZE=2><BR>
Subordination and Intercreditor 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.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.12</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="80%"><FONT SIZE=2><BR>
Pledge Agreement dated January 31, 2002, among Alternative Resources Corporation, ARC Service, Inc., ARC Solutions, Inc., ARC Midholding, Inc., Writers Inc. and Fleet Capital Corporation</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.13</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="80%"><FONT SIZE=2><BR>
Pledge Agreement dated January 31, 2002, among Alternative Resources Corporation, Wynnchurch Capital Partners, L.P., and Wynnchurch Capital Partners Canada, L.P.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.14</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="80%"><FONT SIZE=2><BR>
Company Security Agreement dated January&nbsp;31, 2002, among Alternative Resources Corporation, Wynnchurch Capital Partners,&nbsp;L.P. and Wynnchurch Capital Partners Canada,&nbsp;L.P.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.15</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="80%"><FONT SIZE=2><BR>
Guarantor Security Agreement dated January&nbsp;31, 2002, among ARC&nbsp;Services,&nbsp;Inc., ARC&nbsp;Solutions,&nbsp;Inc., ARC&nbsp;Midholding,&nbsp;Inc., Writers&nbsp;Inc., Wynnchurch Capital Partners,&nbsp;L.P. and Wynnchurch Capital Partners
Canada,&nbsp;L.P.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
4.16</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="80%"><FONT SIZE=2><BR>
Guaranty dated January&nbsp;31, 2002, made by ARC&nbsp;Service,&nbsp;Inc., ARC&nbsp;Solutions,&nbsp;Inc., ARC&nbsp;Midholding,&nbsp;Inc. and Writers&nbsp;Inc., for the benefit of Wynnchurch Capital Partners,&nbsp;L.P. and Wynnchurch Capital Partners
Canada,&nbsp;L.P.</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="10%" ALIGN="RIGHT"><FONT SIZE=2><BR>
99.1</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="80%"><FONT SIZE=2><BR>
Press Release Issued by the Company on January 31, 2002</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="5%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
</TABLE>
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<P><br><A NAME="02CHI1388_1">QuickLinks</A><br></P><!-- TOC_BEGIN -->
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<FONT SIZE=2><A HREF="#toc_ka1388_1">ITEM 5. Other Events.</A></FONT><BR>
<FONT SIZE=2><A HREF="#toc_ka1388_2">ITEM 7. Financial Statements and Exhibits.</A></FONT><BR>
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<FONT SIZE=2><A HREF="#toc_ka1388_3">SIGNATURES</A></FONT><BR>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>a2069827zex-4_1.txt
<DESCRIPTION>(800) 688 - 1933
<TEXT>

<Page>

                                                                     Exhibit 4.1

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

                          CREDIT AND SECURITY AGREEMENT

                                   dated as of

                                January 31, 2002

                                      among

                       ALTERNATIVE RESOURCES CORPORATION,

                               ARC SERVICE, INC.,

                              ARC SOLUTIONS, INC.,

                             ARC MIDHOLDING, INC.,

                                       and

                                  WRITERS INC.,

                       as joint and several co-borrowers,

                                       and

                           FLEET CAPITAL CORPORATION,

                                    as Lender

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

<Page>

                          CREDIT AND SECURITY AGREEMENT

        THIS CREDIT AND SECURITY AGREEMENT dated as of January 31, 2002 (this
"Agreement") is by and among ALTERNATIVE RESOURCES CORPORATION, a Delaware
corporation, ARC SERVICE, INC., a Delaware corporation, ARC SOLUTIONS, INC., a
Delaware corporation, ARC MIDHOLDING, INC., a Delaware corporation, and WRITERS
INC., a California corporation, as joint and several co-borrowers, and FLEET
CAPITAL CORPORATION, as Lender.

        The parties hereto agree as follows:

                                    ARTICLE 1

                                   DEFINITIONS

        1.1 DEFINED TERMS. As used in this Agreement, the following terms have
the meanings specified below:

        "ACCOUNTING TRANSITION PERIOD" means the period commencing on the
Closing Date and continuing for not more than sixty (60) days thereafter during
which the Borrowers shall modify their accounting systems to separately report
Restricted Product Line Accounts and Eligible Accounts.

        "ACCOUNTS RECEIVABLE/LOAN RECONCILIATION REPORT" means a certificate
signed by a Designated Financial Officer in substantially the form of EXHIBIT
B-3 hereto.

        "ADJUSTED BASE RATE" means, for any day, a rate per annum equal to the
greater of (a) the Prime Rate in effect on such day, and (b) the Federal Funds
Effective Rate in effect on such day PLUS 1/2 of 1%. Any change in the Adjusted
Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate
shall be effective from and including the effective date of such change in the
Prime Rate or the Federal Funds Effective Rate, respectively.

        "AFFILIATE" means, with respect to a specified Person, another Person
that Controls or is Controlled by or is under common Control with the Person
specified.

        "APPLICABLE MARGIN" means (i) 1.00% per annum for Base Rate Loans and
(ii) 3.25% per annum for Eurodollar Loans.

        "ARC" means Alternative Resources Corporation.

        "AVAILABILITY BLOCK" means $2,000,000.

        "BASE RATE" and "BASE RATE LOAN" when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing,
are bearing interest at a rate determined by reference to the Adjusted Base
Rate.

        "BILLED ELIGIBLE ACCOUNTS" means the aggregate face amount of Eligible
Accounts (a) in respect of which invoices (in form and substance acceptable to
the Lender) bearing an invoice date contemporaneous with or later than the date
of the rendering of services giving rise to such Eligible Accounts have been
sent to the applicable account debtors and (b) which have not remained
outstanding in whole or in part for more than the lesser of (x) ninety (90) days
after the invoice date (except in the case of "Global Subcontracting Services"
accounts receivables, which may be up to 105 days from invoice date) or (y)
sixty (60) days after the due date thereof.

                                      - 1 -
<Page>

        "BILLED RESTRICTED PRODUCT LINE ACCOUNTS" means the aggregate face
amount of Restricted Product Line Accounts (a) in respect of which invoices (in
form and substance acceptable to the Lender) bearing an invoice date
contemporaneous with or later than the date of the rendering of service giving
rise to such Restricted Product Line Accounts have been sent to the applicable
account debtors and (b) which have not remained outstanding in whole or in part
for more than the lesser of (x) ninety (90) days after the invoice date or (y)
sixty (60) days after the due date thereof.
        "BOARD" means the Board of Governors of the Federal Reserve System of
the United States of America.

        "BORROWERS" means Alternative Resources Corporation, ARC Service, Inc.,
ARC Solutions, Inc., ARC Midholding, Inc., and Writers Inc.

        "BORROWING" means Loans of the same Type, made, converted or continued
on the same date and, in the case of Eurodollar Loans, as to which a single
Eurodollar Interest Period is in effect.

        "BORROWING BASE" means, at the relevant time of reference thereto, an
amount determined by the Lender by reference to the most recent Borrowing Base
Certificate delivered to the Lender pursuant to Section 2.1(b) which is equal to
the sum of:

        (a) 85% of Billed Eligible Accounts, PLUS

        (b) 75% of Unbilled Eligible Accounts, PLUS

        (c) the lesser of:

                  (i)  70% of the aggregate of (x) Billed Restricted Product
                       Line Accounts and (y) Unbilled Restricted Product Line
                       Accounts, and

                  (ii) $7,000,000, MINUS

        (d) reserves in such amounts as Lender in its commercially reasonable
            discretion shall deem appropriate from time to time in respect of
            invoicing adjustments by Hewlett Packard, accounts payable client
            refunds, payroll taxes and, during the Accounting Transition Period,
            Restricted Product Line Accounts, and such other reserves as the
            Lender in its commercially reasonable discretion shall deem
            appropriate from time to time upon reasonable notice to the
            Borrowers, MINUS

        (e) the Availability Block.

In determining the Borrowing Base from time to time, the Lender may, but shall
not be required to, rely upon reports or analyses generated by the Borrowers
(including, without limitation, Borrowing Base Certificates and Collateral
Update Certificates) and reports or analyses generated by or on behalf of the
Lender. Notwithstanding anything to the contrary set forth herein, the Lender
may in its commercially reasonable discretion at any time and from time to time
upon reasonable notice to the Borrowers adjust the percentages of Billed
Eligible Accounts, Unbilled Eligible Accounts, Billed Restricted Product Line
Accounts and Unbilled Restricted Product Line Accounts included within the
Borrowing Base.

        "BORROWING BASE CERTIFICATE" means a certificate signed by a Designated
Financial Officer certifying the amount of the Borrowing Base as of the date set
forth therein, in substantially the form of EXHIBIT B-1 hereto.

                                      - 2 -
<Page>

        "BUSINESS DAY" means any day that is not a Saturday, Sunday or other day
on which commercial banks in Boston, Massachusetts are authorized or required by
law to remain closed; PROVIDED that, when used in connection with a Eurodollar
Loan, the term "BUSINESS DAY" shall also exclude any day on which banks are not
open for dealings in U.S. dollar deposits in the London interbank market.

        "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.

        "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.

        "CASH MANAGEMENT BANK" means Fleet National Bank, and any other bank,
financial institution or other entity owned or controlled by FleetBoston
Financial, Inc., which at any time provides cash management or other financial
services to the Credit Parties.

        "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.

        "CHANGE IN LAW" means (a) the adoption of any law, rule or regulation
after the Closing Date, (b) any change after the Closing Date in any law, rule
or regulation or in the interpretation or application thereof by any
Governmental Authority or (c) compliance by the Lender or the Issuing Lender
(or, for purposes of subsection 2.9(b), by any lending office of the Lender or
by the Lender's or the Issuing Lender's holding company, if any) with any
request, guideline or directive (whether or not having the force of law), other
than a request or directive to comply with any law, rule or regulation in effect
on the Closing Date, of any Governmental Authority made or issued after the
Closing Date.

        "CHANGE OF CONTROL" means (a) any event, occurrence or condition which
results in any one Person or group of related Persons holding more than 25% of
the Total Voting Power in respect of ARC (except as a result of the exercise by
Wynnchurch of its warrants to purchase capital stock of ARC or of its rights to
convert Subordinated Indebtedness into capital stock of ARC pursuant to the
Subordinated Debt Documents between the Borrowers and Wynnchurch), (b) any
event, transaction or occurrence as a result of which a majority of the seats
(other than vacant seats) on the board of directors of ARC shall be occupied by
Persons who were neither (i) nominated by the board of directors of ARC (except
as a result of the exercise by Wynnchurch of its rights to elect directors
pursuant to the Subordinated Debt Documents between the Borrowers and
Wynnchurch) nor (ii) appointed by directors so nominated; (c) the failure of ARC
to own, directly or indirectly through one or more Subsidiaries, 100% of the
outstanding capital stock of each of the other Credit Parties; (d) the sale of
all or substantially all of the business or assets of any Credit Party; or (e)
any two of (i) Raymond Hipp, (ii) Steven Purcell, (iii) Miner Smith, or (iv)
Victor Fricas shall for any reason cease to serve in their present capacities as
officers of ARC, and ARC shall fail, within ninety (90) days of the date that
the last of any two such Persons cease to serve in such capacities, to retain
replacements for such Persons who have comparable industry experience.

                                      - 3 -
<Page>

        "CLOSING DATE" means the date during which the Effective Time shall
occur.

        "CODE" means the Internal Revenue Code of 1986, as amended from time to
time.

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

        "COLLATERAL UPDATE CERTIFICATE" means a certificate signed by a
Designated Financial Officer, in substantially the form of EXHIBIT B-2 annexed
hereto.

        "COMPLIANCE CERTIFICATE" means a certificate signed by a Designated
Financial Officer, in substantially the form of EXHIBIT D annexed hereto, (a)
certifying as to whether a Default has occurred and, if a Default has occurred,
specifying the details thereof and any action taken or proposed to be taken with
respect thereto, (b) setting forth reasonably detailed calculations
demonstrating compliance with Section 8.10, and (c) stating whether any change
in GAAP or in the application thereof has occurred since the date of the audited
financial statements referred to in Section 5.4 and, if any such change has
occurred, specifying the effect of such change on the financial statements
accompanying such certificate.

        "CONTROL" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.
"CONTROLLING" and "CONTROLLED" have meanings correlative thereto. A Person who
owns or holds capital stock, beneficial interests or other securities
representing five percent (5%) or more of the Total Voting Power of another
Person shall be deemed, for purposes of this Agreement, to "control" such other
Person.

        "CONTROL AGREEMENT" means with respect to any Controlled Account, an
agreement in accordance with Section 4.3(b), substantially in the form of
EXHIBIT G hereto, executed and delivered by the Credit Parties, the depository
institution at which such Controlled Account is maintained and the Lender at the
Effective Time and thereafter in accordance with Section 7.14, as such agreement
may be amended, supplemented or otherwise modified from time to time.

        "CONTROLLED ACCOUNT" has the meaning assigned to such term in Section
4.3(a).

        "COPYRIGHTS" means all copyrights, whether statutory or common law,
owned by or assigned to the Credit Parties, and all exclusive and nonexclusive
licenses to the Credit Parties from third parties or rights to use copyrights
owned by such third parties, including, without limitation, the registrations,
applications and licenses listed on SCHEDULE 5.5 hereto, along with any and all
(a) renewals and extensions thereof, (b) income, royalties, damages, claims and
payments now and hereafter due and/or payable with respect thereto, including,
without limitation, damages and payments for past, present or future
infringements thereof, (c) rights to sue for past, present and future
infringements thereof, and (d) foreign copyrights and any other rights
corresponding thereto throughout the world.

        "CREDIT PARTIES" means (i) until such time as any acquired or newly
created Subsidiary of the Borrowers shall become a Guarantor of the Obligations
of the Borrowers hereunder, the Borrowers, and (ii) from and after such time as
any acquired or newly created Subsidiary of the Borrowers shall become a
Guarantor of the Obligations of the Borrowers hereunder, the Borrowers and all
Guarantors.

        "DEFAULT" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

                                      - 4 -
<Page>

        "DESIGNATED FINANCIAL OFFICER" means an individual holding one or more
of the following offices with each of the Borrowers or otherwise having
executive responsibilities for financial matters and listed in SCHEDULE 1.4
hereto: chief financial officer, principal accounting officer, treasurer,
assistant treasurer or controller.

        "DISCLOSED MATTERS" means the actions, suits and proceedings and the
environmental matters disclosed in SCHEDULE 5.6.

        "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 a Borrower excluding (a) the granting of Liens
permitted hereunder 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 hereunder or under any other Loan Document.

        "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.

        "EFFECTIVE TIME" means the time specified in a written notice from the
Lender when the conditions specified in Section 6.1 are satisfied (or waived in
accordance with Section 10.2).

        "ELIGIBLE ACCOUNTS" means (a) accounts receivable outstanding and owed
to the Borrowers as determined in accordance with GAAP consistently applied and
as entered on the books and records of the Borrowers in the ordinary course of
the business operations of the Borrowers which satisfy each of the requirements
set forth below, MINUS (b) without duplication, the aggregate amount of any
returns, discounts (which may, at the Lender's option, be calculated on the
shortest term), claims, credits, contra accounts, chargebacks, allowances or
excise taxes of any nature (whether issued, owing, granted or outstanding):

                    (i)    the  subject goods have been sold and/or services
        have been rendered on an absolute sale basis and on an open account
        basis to an account debtor which is not (A) the United States government
        or any agency thereof or other Person such that the Assignment of Claims
        Act would apply to the pledge of receivables of such account debtor,
        unless the Assignment of Claims Act has been complied with to the
        satisfaction of the Lender or (B) an Affiliate of any Borrower;

                    (ii)   the account receivable does not arise from a sale to
        the account debtor on a deferred revenue, bill-and-hold, guaranteed
        sale, sale-or-return, sale-on-assignment, sale-on-appraisal,
        consignment or any other repurchase or return basis;

                                      - 5 -
<Page>

                    (iii)  the account is not evidenced by chattel paper or any
        note or instrument of any kind, and has not been reduced to judgment;

                    (iv)   the account debtor is not insolvent or the subject of
        any bankruptcy or insolvency proceedings of any kind;

                    (v)    the account debtor is credit worthy and not
        experiencing financial difficulties that could, in the commercially
        reasonable opinion of the Lender, affect the collectability of the
        account;

                    (vi)   the account debtor is an entity organized under the
        laws of one of the United States or one of the provinces of Canada,
        whose main office is also located within the United States (including
        Puerto Rico as within the United States) or Canada, or, if the account
        debtor is not such an entity organized and located within the United
        States or Canada, the account is insured by a letter of credit issued or
        confirmed by a bank acceptable to the Lender or by other credit
        enhancements, in each case in form and substance satisfactory to the
        Lender;

                    (vii)  the account receivable is denominated in U.S.
        Dollars;

                    (viii) the account receivable is a valid and legally
        enforceable obligation of the account debtor thereunder, it is not
        subject to recoupment, offset (other than discount for prompt payment)
        or other defense on the part of such account debtor or to any claim on
        the part of such account debtor denying liability thereunder;

                    (ix)   the account receivable is not subject to any Lien of
        any kind except for the Lien of the Lender securing the obligations of
        the Credit Parties under this Agreement;

                    (x)    the account receivable does not arise out of a
        transaction (direct or indirect) with an employee, officer, agent,
        director or stockholder of any Credit Party;

                    (xi)   the account receivable is not owing from an account
        debtor from whom fifty percent (50%) or more of the dollar amount of all
        accounts receivable are greater than (x) ninety (90) days after the
        invoice date (except in the case of GSS Accounts Receivable, which may
        be up to 105 days from invoice date) or (y) sixty (60) days after the
        due date thereof;

                    (xii)  (x) if the account receivable is a Non-GSS Account
        Receivable, the total unpaid Non-GSS Accounts Receivable owing from the
        subject account debtor do not exceed twenty-five percent (25%) of all
        Eligible Accounts, and (y) if the account receivable is a GSS Account
        Receivable, the total unpaid GSS Accounts Receivable owing from the
        subject account debtor do not exceed thirty-five percent (35%) of all
        Eligible Accounts;

                    (xiii) the account receivable is not owing from an account
        debtor which is located in Indiana, Minnesota, New Jersey, West Virginia
        or any other jurisdiction where the applicable Borrower must be
        qualified to do business in order for the Borrower to commence a legal
        action in such jurisdiction, unless the applicable Borrower has
        qualified to do business in such jurisdiction and has filed appropriate
        notices of business activities reports (or other appropriate filings)
        with the appropriate authorities of such jurisdiction for the then
        current year;

                    (xiv)  the account receivable constitutes Collateral in
        which the Lender has a First Priority Lien securing the Obligations of
        the Credit Parties under this Agreement;

                                      - 6 -
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                    (xv)   the account receivable does not arise from the
        Borrowers' rendition of "Field Services" or "Technology Deployment
        Services"; PROVIDED that during the Accounting Transition Period,
        accounts receivable arising from the Borrowers' rendition of "Field
        Services" or "Technology Deployment Services" that would be Eligible
        Accounts but for the provisions contained in this clause (xv) shall be
        deemed to be Eligible Accounts; and

                    (xvi)  the Borrowers have not made an agreement with the
        account debtor to extend the time of payment of the subject account
        receivable;

PROVIDED, HOWEVER, that (A) the Lender may in its commercially reasonable
discretion exclude particular accounts from the definition of Eligible Accounts
and may impose additional and/or more restrictive eligibility or valuation
criteria than those set forth above as preconditions for any account to be
deemed to be an Eligible Account hereunder, (B) an account deemed to be an
Eligible Account at any one point in time may be excluded by the Lender in its
discretion at a future point in time, and (C) if at any time Hewlett Packard
elects to terminate the Hewlett Packard Agreement or seeks reimbursement under
Sections 18 or 20.1 of the Hewlett Packard Agreement, all accounts receivable
owing from Hewlett Packard shall be excluded from Eligible Accounts.

        "ENVIRONMENTAL LAWS" means all applicable laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.

        "ENVIRONMENTAL LIABILITY" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of any Credit Party directly or indirectly resulting
from or based upon (a) violation of any Environmental Law, (b) the generation,
use, handling, transportation, storage, treatment or disposal of any Hazardous
Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any
contract, agreement or other consensual arrangement pursuant to which liability
is assumed or imposed with respect to any of the foregoing.

        "EQUITY RIGHTS" means, with respect to any Person, any subscriptions,
options, warrants, commitments, preemptive rights or agreements of any kind
(including any stockholders' or voting trust agreements) for the issuance or
sale of, or securities convertible into, any additional shares of capital stock
of any class, or partnership or other ownership interests of any type in, such
Person.

        "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

        "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) that, together with the Credit Parties, is treated as a single
employer within the meaning of Section 414(b), (c), (m) or (o) of the Code.
Notwithstanding the foregoing, for purposes of any liability related to a
Multiemployer Plan under Title IV of ERISA, the term "ERISA Affiliate" means any
trade or business that, together with the Credit Parties, is treated as a single
employer within the meaning of Section 4001(b) of ERISA.

        "ERISA EVENT" means (a) a "reportable event", as defined in Section 4043
of ERISA or the regulations issued thereunder for which the notice requirement
has not been waived with respect to any Pension Plan, (b) the existence with
respect to any Pension Plan of an "accumulated funding deficiency" (as defined
in Section 412 of the Code or Section 302 of ERISA), whether or not waived, (c)
the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of
an application for a waiver of the

                                      - 7 -
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minimum funding standard with respect to any Pension Plan, (d) the incurrence by
any Borrower or any ERISA Affiliate of any liability under Title IV of ERISA
with respect to the termination of any Pension Plan, (e) the receipt by any
Borrower or any ERISA Affiliate from the PBGC or plan administrator of any
notice relating to an intention to terminate any Pension Plan or Pension Plans
or to appoint a trustee to administer any Pension Plan, or (f) the receipt by
any Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from any Borrower or any ERISA Affiliate of any notice of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of Title IV
of ERISA.

        "EURODOLLAR" and "EURODOLLAR LOAN" when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing,
are bearing interest at a rate determined by reference to the Eurodollar Rate.

        "EURODOLLAR INTEREST PERIOD" means with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
four months thereafter, as the Borrowers may elect; PROVIDED, that (i) if any
Eurodollar Interest Period would end on a day other than a Business Day, such
Eurodollar Interest Period shall be extended to the next succeeding Business Day
unless such next succeeding Business Day would fall in the next calendar month,
in which case such Eurodollar Interest Period shall end on the next preceding
Business Day and (ii) any Eurodollar Interest Period that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Eurodollar Interest Period)
shall end on the last Business Day of the last calendar month of such Eurodollar
Interest Period. For purposes hereof, the date of a Borrowing initially shall be
the date on which such Borrowing is made and thereafter shall be the effective
date of the most recent conversion or continuation of such Borrowing.
Notwithstanding the foregoing, if any Eurodollar Interest Period for any
Revolving Credit Borrowing would otherwise end after the Revolving Credit
Maturity Date, such Eurodollar Interest Period shall end on the Revolving Credit
Maturity Date.

        "EURODOLLAR RATE" means, with respect to any Eurodollar Borrowing for
any Eurodollar Interest Period, the rate appearing on Dow Jones Markets Page
3750 (or on any successor or substitute page of such Service, or any successor
to or substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the Lender
from time to time for purposes of providing quotations of interest rates
applicable to U.S. dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Eurodollar Interest Period, as the rate for U.S. dollar
deposits with a maturity comparable to such Eurodollar Interest Period. In the
event that such rate is not available at such time for any reason, then the
"EURODOLLAR RATE" with respect to such Eurodollar Borrowing for such Eurodollar
Interest Period shall be the average of the rates at which U.S. dollar deposits
of $5,000,000, and for a maturity comparable to such Eurodollar Interest Period,
are offered by four major banks in the London interbank market as selected by
the Lender in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Eurodollar Interest Period.

        "EURODOLLAR REQUEST" means a written request signed by a Designated
Financial Officer of the Borrowers for the conversion of Base Rate Loans into
Eurodollar Loans or for the continuation of an existing Eurodollar Loan for an
additional Eurodollar Interest Period in accordance with Section 2.3, in
substantially the form of EXHIBIT B-4 annexed hereto.

        "EVENT OF DEFAULT" has the meaning assigned to such term in Section 9.1.

                                      - 8 -
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        "EXCESS AVAILABILITY" means, as of any date of determination thereof,
the difference between (a) the Gross Availability at such time and (b) the
Revolving Credit Exposure at such time.

        "EXCLUDED TAXES" means, with respect to the Lender, the Issuing Lender
or any other recipient of any payment to be made by or on account of any
Obligation hereunder, (a) income, net worth or franchise taxes imposed on (or
measured by) its net income or net worth by the United States of America, or by
the jurisdiction under the laws of which such recipient is organized or in which
its principal office is located or, in the case of the Lender, in which its
lending office is located or in which it is taxable solely on account of some
connection other than the execution, delivery or performance of this Agreement
or the receipt of income hereunder, and (b) any branch profits taxes imposed by
the United States of America or any similar tax imposed by any other
jurisdiction in which any Borrower is located.

        "EXISTING DEBT" means (i) Indebtedness of the Borrowers existing as of
the Effective Time which is being repaid in full with the proceeds of the Loans
made by the Lender at the Effective Time and (ii) Indebtedness of the Borrowers
existing as of the Effective Time which is permitted to remain outstanding after
the Effective Time under Section 8.1 and is listed on SCHEDULE 8.1 hereto.

        "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, the weighted average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Lender from three Federal funds brokers of
recognized standing selected by it.

        "FIRST PRIORITY" means, with respect to any Lien purported to be created
in any Collateral pursuant to any Collateral Document, that such Lien is the
most senior Lien (other than Permitted Liens) to which such Collateral is
subject.

        "FIXED CHARGE COVERAGE RATIO" means, for any period, the ratio of (a)
(i) EBITDA of the Borrowers 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 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 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.

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

        "GOVERNMENTAL AUTHORITY" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

        "GROSS AVAILABILITY" means, as of any date of determination thereof, the
lesser of (a) the Revolving Credit Commitment at such time and (b) the Borrowing
Base at such time.

                                      - 9 -
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        "GSS ACCOUNTS RECEIVABLE" means accounts receivable arising from the
Borrowers' rendition of "Global Subcontracting Services".

        "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,
without limitation, 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).

        "GUARANTORS" means any Person, including, without limitation, any
Subsidiary of the Borrowers acquired or formed after the Effective Time, which
become a guarantor of the Obligations of the Borrowers hereunder after the
Effective Time.

        "HAZARDOUS MATERIALS" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature, in each case regulated or
subject to regulation pursuant to any Environmental Law.

        "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.

        "HEWLETT PACKARD" means Hewlett-Packard Company.

        "HEWLETT PACKARD AGREEMENT" means the On-Site Support Services Agreement
by and between Hewlett Packard and ARC dated as of April 1, 1999, as the same
may be modified, amended, supplemented, restated or replaced from time to time.

        "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.

                                     - 10 -
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        "INDEMNIFIED TAXES" means all Taxes other than (a) Excluded Taxes and
Other Taxes and (b) amounts constituting penalties or interest imposed with
respect to Excluded Taxes or Other Taxes.

        "INTERCOMPANY INDEBTEDNESS" has the meaning assigned to such term in
Section 10.9.

        "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 in respect
of the Wynnchurch Subordinated 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 Subordinated Debt Financing, 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 hereunder during such period.

        "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, without limitation, 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.

        "IP COLLATERAL" means, collectively, the Collateral relating to
intellectual property rights of the Credit Parties hereunder or under any other
Loan Document.

        "ISSUING LENDER" means Fleet National Bank, an affiliate of the Lender,
in its capacity as an issuer of Letters of Credit hereunder.

        "LANDLORD'S WAIVER AND CONSENT" means, with respect to any Leasehold
Property, a letter, certificate or other instrument in writing from the lessor
under the related lease, in form approved by the Lender in its sole discretion.

        "LC DISBURSEMENT" means a payment made by the Issuing Lender pursuant to
a Letter of Credit.

        "LC SUBLIMIT" means a sublimit of the Revolving Credit Commitment
available for the issuance of Letters of Credit for the account of the Borrowers
in an aggregate maximum amount available to be drawn equal to $2,000,000.

                                     - 11 -
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        "LEASEHOLD PROPERTY" means any leasehold interest of any Credit Party as
lessee under any lease of real property, other than any such leasehold interest
designated from time to time by the Lender in its sole discretion as not being
required to be included in the Collateral.

        "LENDER" means Fleet Capital Corporation or any other party which
becomes a lender hereunder.

        "LETTER OF CREDIT" means any letter of credit issued on a standby basis
or in support of trade obligations of the Credit Parties pursuant to this
Agreement.

        "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.

        "LOAN DOCUMENTS" means this Agreement, the Revolving Credit Note, the
Pledge Agreement, the Subordination and Intercreditor Agreement, each Lockbox
Agreement and each Control Agreement, and any other instruments or documents
delivered or to be delivered from time to time pursuant to this Agreement, as
the same may be supplemented and amended from time to time in accordance with
their respective terms.

        "LOANS" means loans made by the Lender pursuant to subsection 2.1(a)
that utilize the Revolving Credit Commitment.

        "LOCK BOX" has the meaning assigned to such term in Section 4.3(a).

        "LOCKBOX AGREEMENT" means (i) with respect to the Lock Box of the
Borrowers established by the Cash Management Bank, an agreement, in form and
substance satisfactory to the Cash Management Bank, executed and delivered by
the Borrowers, the Cash Management Bank and the Lender at the Effective Time,
and (ii) with respect to any Lock Box of the Borrowers established by any
depository institution other than the Cash Management Bank, an agreement in
accordance with Section 4.3(b), in form and substance satisfactory to the Cash
Management Bank, executed and delivered by the Borrowers and the depository
institution at which such Lock Box is maintained, as such agreements may be
amended, supplemented or otherwise modified from time to time with the consent
of the Lender.

        "MATERIAL ADVERSE EFFECT" means, any event, circumstance, happening or
condition, which, in the Lender's commercially reasonable discretion, has
resulted or could result in a material adverse effect on (a) the business,
assets, financial condition or prospects of the Credit Parties taken as a whole,
(b) the ability of the Credit Parties taken as a whole to pay or perform their
obligations under this Agreement or the other Loan Documents or (c) any of the
rights of or benefits available to the Lender under this Agreement and the other
Loan Documents.

        "MATERIAL INDEBTEDNESS" means Indebtedness (other than the Loans or
Letters of Credit), including obligations in respect of one or more Hedging
Agreements, in an aggregate principal amount exceeding $100,000. For purposes of
determining Material Indebtedness, the "principal amount" of the obligations of
any Person in respect of a Hedging Agreement at any time shall be the maximum
aggregate amount (giving effect to any netting agreements) that such Person
would be required to pay if such Hedging Agreement were terminated at such time.

                                     - 12 -
<Page>

        "MATERIAL LEASEHOLD PROPERTY" means a Leasehold Property listed on
SCHEDULE 1.1 hereto or as subsequently determined by the Lender in its
commercially reasonable discretion to be of material value as Collateral or of
material importance to the operations of the Credit Parties.

        "MATERIAL RENTAL OBLIGATIONS" means obligations of the Credit Parties to
pay rent in respect of any Material Leasehold Property.

        "MULTIEMPLOYER PLAN" means a multiemployer plan as defined in Section
4001(a)(3) of ERISA.

        "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 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.

        "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 shall be deemed to
constitute "Non-Financed Capital Expenditures" for purposes of this Agreement.

        "NON-GSS ACCOUNTS RECEIVABLE" means accounts receivable of the Borrowers
which are not GSS Accounts Receivable.

        "OBLIGATIONS" means (a) the aggregate outstanding principal balance of
and all interest on the Loans made by the Lender to the Borrowers (including any
interest accruing after the commencement of any proceeding by or against any
Borrower under the federal bankruptcy laws, as now or hereafter constituted, or
any other applicable federal or state bankruptcy, insolvency or other similar
law, and any other interest that would have accrued but for the commencement of
such proceeding, whether or not any such interest is allowed as a claim
enforceable against such Borrower in any such proceeding), and (b) all LC
Disbursements, overdraft obligations, fees, costs, charges, expenses and other
obligations from time to time owing to the Lender, the Issuing Lender, the Cash
Management Bank, or any other Affiliate of the

                                     - 13 -
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Lender by the Credit Parties hereunder or under any other Loan Document or in
respect of any Hedging Agreement, cash management agreement, operating or
deposit account, or other banking product from time to time made available to
the Credit Parties by the Lender, the Issuing Lender, the Cash Management Bank
or any other Affiliate of the Lender.

        "OTHER TAXES" means any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement and the other Loan Documents,
PROVIDED that there shall be excluded from "Other Taxes" all Excluded Taxes.

        "PATENTS" means all patents issued or assigned to and all patent
applications made by the Credit Parties and, to the extent that the grant of a
security interest does not cause a breach or termination thereof, all exclusive
and nonexclusive licenses to the Credit Parties from third parties or rights to
use patents owned by such third parties, including, without limitation, the
patents, patent applications and licenses listed on SCHEDULE 5.5 hereto, along
with any and all (a) inventions and improvements described and claimed therein,
(b) reissues, divisions, continuations, extensions and continuations-in-part
thereof, (c) income, royalties, damages, claims and payments now and hereafter
due and/or payable under and with respect thereto, including, without
limitation, damages and payments for past or future infringements thereof, (d)
rights to sue for past, present and future infringements thereof, and (e) any
other rights corresponding thereto throughout the world.

        "PENSION PLAN" means any Plan that is a defined benefit pension plan
subject to the provisions of Title IV of ERISA or Section 412 of the Code or
Section 302 of ERISA, and in respect of which any Credit Party or any ERISA
Affiliate is (or, if such plan were terminated, would under Section 4069 of
ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

        "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 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 Credit Parties, 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

                                     - 14 -
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        (f)   investments in money market mutual funds that are rated AAA by
Standard & Poor's Rating Service.

        "PERMITTED LIENS" has the meaning set forth in Section 8.2.

        "PERSON" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

        "PLAN" means any employee benefit plan within the meaning of Section
3(3) of ERISA in which any Credit Party or any ERISA Affiliate is an "employer"
as defined in Section 3(5) of ERISA, including, but not limited to, any Pension
Plan or Multiemployer Plan.

        "PLEDGE AGREEMENT" means the Pledge Agreement in the form of EXHIBIT E
hereto made by the Borrowers in favor of the Lender.

        "POST-DEFAULT RATE" means a rate per annum equal to the Adjusted Base
Rate PLUS the Applicable Margin PLUS two percent (2%).

        "PRIME RATE" means the rate of interest per annum publicly announced
from time to time by Fleet National Bank, as its prime rate for commercial loans
in effect at its principal office in Boston, Massachusetts, which rate is not
necessarily the lowest rate charged by Fleet National Bank to its most preferred
customers; each change in the Prime Rate shall be effective from and including
the date such change is publicly announced as being effective.

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

        "PROPRIETARY RIGHTS" has the meaning assigned to such term in Section
5.5(b).

        "PTO" means the United States Patent and Trademark Office or any
successor or substitute office in which filings are necessary or, in the opinion
of the Lender, desirable in order to create or perfect Liens on any IP
Collateral.

        "REAL PROPERTY ASSET" means, at any time of determination, any and all
real property owned or leased by the Credit Parties.

        "REIMBURSEMENT OBLIGATION" has the meaning assigned to such term in
Section 2.4(d).

        "RELATED PARTIES" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.

        "REGISTERED PROPRIETARY RIGHTS" has the meaning assigned to such term
in Section 5.5(c).

        "RESTRICTED JUNIOR PAYMENT" means (i) any dividend or other
distribution, direct or indirect, on account of any shares of any class of stock
of, or other equity interest in, any Credit Party now or hereafter outstanding,
except a dividend payable solely in shares of stock or other equity interests,
(ii) any redemption, retirement, sinking fund or similar payment, purchase or
other acquisition for value, direct or indirect, of any shares of any class of
stock of, or other equity interest in, any Credit Party now or hereafter
outstanding, (iii) any payment made to retire, or to obtain the surrender of,
any outstanding warrants, options or other rights to acquire shares of any class
of stock of, or other equity interest in, any Credit Party, (iv) any payment or
prepayment of principal of, premium, if any, or interest on, or

                                     - 15 -
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redemption purchase, retirement, defeasance (including economic or legal
defeasance), sinking fund or similar payment with respect to, any Subordinated
Indebtedness, and (v) any payment made to any Affiliates of any Credit Party in
respect of management, consulting or other similar services provided to any
Credit Party.

        "RESTRICTED PRODUCT LINE ACCOUNTS" means accounts receivable that would
otherwise constitute Eligible Accounts except that such accounts receivable
arise from the Borrowers' rendition of "Field Services" or "Technology
Deployment Services".

        "RESTRICTIVE AGREEMENTS" has the meaning assigned to such term in
Section 5.13(b).

        "REVOLVING CREDIT AVAILABILITY PERIOD" means the period from and
including the Effective Time to but excluding the earlier of (a) the Revolving
Credit Maturity Date and (b) the date of termination of the Revolving Credit
Commitment, as terminated by the Borrower pursuant to Section 2.7 or by the
Lender pursuant to Section 9.1.

        "REVOLVING CREDIT COMMITMENT" means the commitment of the Lender to make
Loans as such commitment may be reduced from time to time pursuant to Section
2.5. The original maximum amount of the Revolving Credit Commitment is equal to
$30,000,000.

        "REVOLVING CREDIT EXPOSURE" means at any time the sum of (a) the
outstanding principal amount of Loans at such time and (b) the Total LC Exposure
at such time.

        "REVOLVING CREDIT MATURITY DATE" means January 31, 2005.

        "REVOLVING CREDIT NOTE" means the promissory note, substantially in the
form of EXHIBIT A annexed hereto, issued by the Borrowers in favor of the
Lender.

        "SPECIAL COUNSEL" means Palmer & Dodge LLP, in its capacity as special
counsel to Fleet Capital Corporation, as Lender of the credit facilities
contemplated hereby.

        "SUBORDINATED DEBT DOCUMENTS" means all instruments, agreements and
other documents executed and delivered by the Credit Parties in connection with
Subordinated Indebtedness.

        "SUBORDINATED DEBT FINANCING" means the issuance by ARC prior to the
Effective Time of the Wynnchurch Subordinated Notes.

        "SUBORDINATED INDEBTEDNESS" means (a) Indebtedness of the Borrowers
pursuant to the Subordinated Debt Financing, 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.

        "SUBORDINATION AND INTERCREDITOR AGREEMENT" means the Subordination and
Intercreditor Agreement in the form of EXHIBIT H hereto by and among the
Borrowers, Wynnchurch and the Lender.

        "SUBSIDIARY" means, with respect to any Person (the "PARENT") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial

                                     - 16 -
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statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity (a) of which securities or other ownership interests representing more
than 50% of the ordinary voting power or, in the case of a partnership, more
than 50% of the general partnership interests are, as of such date, owned,
controlled or held, or (b) that is, as of such date, otherwise Controlled, by
the parent and/or one or more subsidiaries of the parent. References herein to
"SUBSIDIARIES" shall, unless the context requires otherwise, be deemed to be
references to Subsidiaries of the Borrowers.

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

        "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, Copyrights and Trademarks, and rights (including rights under
licenses) with respect to the foregoing.

        "TAXES" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

        "TOTAL LC EXPOSURE" means, at any time, the sum of (a) 100% of the
aggregate undrawn amount of all outstanding standby and documentary Letters of
Credit at such time PLUS (b) the aggregate amount of all LC Disbursements that
have not yet been reimbursed by or on behalf of the Borrowers at such time.

        "TOTAL VOTING POWER" means, with respect to any Person, the total number
of votes which holders of securities having the ordinary power to vote, in the
absence of contingencies, are entitled to cast in the election of directors of
such Person.

        "TRADEMARKS" means all trademarks (including service marks), federal and
state trademark registrations and applications made by the Credit Parties,
common law trademarks and trade names owned by or assigned to the Credit
Parties, all registrations and applications for the foregoing and all exclusive
and nonexclusive licenses from third parties of the right to use trademarks of
such third parties, including, without limitation, the registrations,
applications, unregistered trademarks, service marks and licenses listed on
SCHEDULE 5.5 hereto, along with any and all (a) renewals thereof, (b) income,
royalties, damages and payments now and hereafter due and/or payable with
respect thereto, including, without limitation, damages, claims and payments for
past or future infringements thereof, (c) rights to sue for past, present and
future infringements thereof, and (d) foreign trademarks, trademark
registrations, and trade name applications for any thereof and any other rights
corresponding thereto throughout the world.

        "TYPE" when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Eurodollar Rate or the Adjusted
Base Rate.

        "UCC" means the Uniform Commercial Code (or any similar or equivalent
legislation) as in effect in any applicable jurisdiction.

        "UNBILLED ELIGIBLE ACCOUNTS" means the aggregate face amount of Eligible
Accounts (a) in respect of which invoices have not been sent to the applicable
account debtors, but in respect of which the applicable account debtors have
executed time cards (in form and substance acceptable to the Lender) and

                                     - 17 -
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(b) which are less than 30 days from the last day of the month in which the
services giving rise to such Eligible Accounts were rendered.

        "UNBILLED RESTRICTED PRODUCT LINE ACCOUNTS" means the aggregate face
amount of Restricted Product Line Accounts (a) in respect of which invoices have
not been sent to the applicable account debtors, but in respect of which the
applicable account debtors have executed time cards (in form and substance
acceptable to the Lender) and (b) which are less than 30 days from the last day
of the month in which the services giving rise to such Restricted Product Line
Accounts were rendered.

        "U.S. DOLLARS" or "$" refers to lawful money of the United States of
America.

        "WHOLLY OWNED SUBSIDIARY" means, with respect to any Person at any date,
any corporation, limited liability company, partnership, association or other
entity of which securities or other ownership interests representing 100% of the
equity or ordinary voting power (other than directors' qualifying shares) or, in
the case of a partnership, 100% of the general partnership interests are, as of
such date, directly or indirectly owned, controlled or held by such Person or
one or more Wholly Owned Subsidiaries of such Person or by such Person and one
or more Wholly Owned Subsidiaries of such Person.

        "WYNNCHURCH" means Wynnchurch Capital Partners, L.P., and Wynnchurch
Capital Partners Canada, L.P., collectively, and their respective transferees,
successors and assigns as permitted in accordance with the Subordination and
Intercreditor Agreement.

        "WYNNCHURCH SUBORDINATED NOTES" means the Senior Subordinated Secured
Convertible Promissory Notes due January 31, 2009 issued by ARC to Wynnchurch
immediately prior to the Effective Time for cash proceeds of $10,000,000.

        "WITHDRAWAL LIABILITY" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

        1.2   TERMS GENERALLY. The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented, extended or otherwise modified (subject to any restrictions on
such amendments, supplements or modifications set forth herein), (b) any
reference herein to any Person shall be construed to include such Person's
successors and assigns, (c) the words "herein", "hereof" and "hereunder", and
words of similar import, shall be construed to refer to this Agreement in its
entirety and not to any particular provision hereof, (d) all references herein
to Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e)
the words "asset" and "property" shall be construed to have the same meaning and
effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights.

        1.3   ACCOUNTING TERMS; GAAP. Except as otherwise expressly provided
herein, all terms of an accounting or financial nature shall be construed in
accordance with GAAP, as in effect from time to time; PROVIDED that, if the
Borrowers notify the Lender that the Borrowers request an amendment to any
provision hereof to eliminate the effect of any change occurring after the date
hereof in GAAP or in the

                                     - 18 -
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application thereof on the operation of such provision (or if the Lender
notifies the Borrowers that the Lender requests an amendment to any provision
hereof for such purpose), regardless of whether any such notice is given before
or after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision shall have been amended in accordance herewith.

        1.4   JOINT AND SEVERAL OBLIGATIONS; DESIGNATED FINANCIAL OFFICERS..

              (a) All Obligations of the Credit Parties hereunder shall be joint
and several. Any notice, request, waiver, consent or other action made, given or
taken by any Credit Party shall bind all Credit Parties.

              (b) Each Credit Party hereby authorizes each of the Designated
Financial Officers listed in SCHEDULE 1.4 hereto to act as agent for each Credit
Party and to execute and deliver on behalf of each Credit Party such notices,
requests, waivers, consents, certificates and other documents, and to take any
and all actions required or permitted to be delivered or taken by any Credit
Party hereunder. The Borrowers may replace any of the Designated Financial
Officers listed in SCHEDULE 1.4 hereto or add any additional Designated
Financial Officers by delivering written notice to the Lender specifying the
names of each new Designated Financial Officer and the offices held by each such
Person. Each Credit Party hereby agrees that Lender shall be entitled to rely on
any such notices, requests, waivers, consents, certificates and other documents
executed, delivered or sent by any Designated Financial Officer without further
investigation.

                                    ARTICLE 2

                                   THE CREDITS

        2.1   LOANS.

              (a)   REVOLVING CREDIT COMMITMENT. Subject to the terms and
conditions set forth herein, the Lender agrees to make Loans to the Borrowers
from time to time during the Revolving Credit Availability Period in an
aggregate principal amount that will not result in the Revolving Credit Exposure
exceeding the lesser of (i) the Revolving Credit Commitment at such time and
(ii) the Borrowing Base at such time. Within the foregoing limits and subject to
the terms and conditions set forth herein, the Borrowers may borrow, prepay and
reborrow Loans.

              (b)   FUNDING OF LOANS. The Borrowers shall deliver to the Lender
not later than 2:00 p.m., Boston, Massachusetts time, on Wednesday of each week
(the "Applicable Week"), by facsimile or electronic mail transmission, a
Borrowing Base Certificate (the "Applicable Borrowing Base Certificate") in
substantially the form of EXHIBIT B-1 hereto, setting forth the Borrowing Base
as of the close of business on the last Business Day of the immediately
preceding week. So long as no Default or Event of Default shall have occurred
and be continuing or shall result therefrom, the Lender shall make Loans to the
Borrowers (x) on such Business Days during the Applicable Week and in such
amounts as shall be requested by the Borrowers in the Applicable Borrowing Base
Certificate and (b) at such other times during the Applicable Week and in such
other amounts as the Lender shall determine in its reasonable discretion. All
Loans hereunder shall be credited to one or more accounts of the Borrowers
maintained with the Lender; PROVIDED that Loans made to finance the
reimbursement of an LC Disbursement under any Letter of Credit as provided in
Section 2.4(e) shall be remitted by the Lender to the Issuing Lender.

                                     - 19 -
<Page>

              (c)   INTEREST ON LOANS. Subject to Section 2.3 hereof, each Loan
made to the Borrower by Lender hereunder shall bear interest at a rate per annum
equal to the Adjusted Base Rate plus the Applicable Margin. Notwithstanding the
foregoing, (i) all Loans which are not paid when due shall automatically bear
interest until paid in full at the Post-Default Rate, (ii) during the period
when any Event of Default of the type described in clauses (g), (h) or (i) of
Section 9.1 shall have occurred and be continuing, the principal of all Loans
hereunder shall automatically bear interest, after as well as before judgment,
at the Post-Default Rate, (iii) if there shall occur and be continuing any Event
of Default (other than an Event of Default of the type described in clauses (g),
(h) or (i) of Section 9.1), following written notice delivered to the Borrower
from the Lender, the principal of all Loans hereunder shall bear interest, after
as well as before judgment, at the Post-Default Rate during the period beginning
on the date such Event of Default first occurred, and ending on the date such
Event of Default is cured or waived. Accrued interest on each Loan shall be
payable in arrears on the first day of each month; PROVIDED that interest
accrued at the Post-Default Rate shall be payable on demand, and all accrued
interest on Loans shall be payable upon expiration of the Revolving Credit
Availability Period. All interest hereunder shall be computed on the basis of a
year of 360 days, and in each case shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).

              (d)   REPAYMENT OF LOANS. The Borrowers unconditionally promise to
pay to the Lender the then unpaid principal amount of the Loans on the Revolving
Credit Maturity Date. In addition, if following any reduction in the Revolving
Credit Commitment or at any other time the Revolving Credit Exposure shall
exceed the lesser of (i) the Revolving Credit Commitment at such time or (ii)
the Borrowing Base at such time, the Borrowers shall first, repay the Loans in
an aggregate amount equal to such excess, and second, provide cash collateral
for Total LC Exposure as specified in Section 2.4(g) in an aggregate amount
equal to such excess.

              (e)   LOAN ACCOUNT. The Lender shall maintain in accordance with
its usual practice an account evidencing the indebtedness of the Borrowers to
the Lender resulting from each Loan made by the Lender, including the amounts of
principal and interest payable and paid to the Lender from time to time
hereunder. The entries made in the account maintained pursuant to this
subsection 2.1(d) shall be prima facie evidence of the existence and amounts of
the obligations recorded therein absent manifest or demonstrable error; PROVIDED
that the failure of the Lender to maintain such account or any error therein
shall not in any manner affect the obligation of the Borrowers to repay the
Loans in accordance with the terms of this Agreement.

              (f)   REVOLVING CREDIT NOTE. Prior to the Closing Date, the
Borrowers shall prepare, execute and deliver to the Lender a Revolving Credit
Note in the principal amount of the Revolving Credit Commitment.

        2.2   [RESERVED].

        2.3   EURODOLLAR BORROWINGS.

              (a)   GENERAL. Each Loan initially shall be a Base Rate Loan.
Thereafter, the Borrowers may elect to convert any portion of the outstanding
Loans to a Eurodollar Borrowing. The Borrowers may elect different options for
continuations and conversions with respect to different portions of the affected
Borrowing, in which case the Loans comprising each such portion shall be
considered a separate Borrowing. The Borrowers shall not be permitted to select
any Eurodollar Interest Period for any Eurodollar Borrowing that ends after the
Revolving Credit Maturity Date.

                                     - 20 -
<Page>

              (b)   INTEREST ON EURODOLLAR BORROWINGS. Each Eurodollar Borrowing
shall bear interest during the applicable Eurodollar Interest Period at a rate
per annum equal to the Eurodollar Rate plus the Applicable Margin.
Notwithstanding the foregoing, (i) all Eurodollar Borrowings which are not paid
when due shall automatically be converted into Base Rate Borrowings and shall
bear interest until paid in full at the Post-Default Rate, (ii) during the
period when any Event of Default of the type described in clauses (g), (h) or
(i) of Section 9.1 shall have occurred and be continuing, all Eurodollar
Borrowings shall automatically be converted into Base Rate Borrowings and shall
bear interest, after as well as before judgment, at the Post-Default Rate, (iii)
if there shall occur and be continuing any Event of Default (other than an Event
of Default of the type described in clauses (g), (h) or (i) of Section 9.1),
following written notice delivered to the Borrowers from the Lender, all
Eurodollar Borrowings shall automatically be converted into Base Rate Borrowings
and shall bear interest, after as well as before judgment, at the Post-Default
Rate during the period beginning on the date such Event of Default first
occurred, and ending on the date such Event of Default is cured or waived.
Accrued interest on each Eurodollar Borrowing shall be payable in arrears on the
first day of each month and on the last Business Day of the Eurodollar Interest
Period applicable to such Eurodollar Borrowing; PROVIDED that interest accrued
at the Post-Default Rate shall be payable on demand. All interest hereunder
shall be computed on the basis of a year of 360 days, and in each case shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day).

              (c)   PROCEDURE FOR REQUESTING EURODOLLAR BORROWINGS. To request
that any portion of the outstanding Loans be converted into a Eurodollar
Borrowing, or, to request that any Eurodollar Borrowing continue as a Eurodollar
Borrowing for an additional Eurodollar Interest Period, the Borrowers shall
submit to the Lender a Eurodollar Request, in substantially the form of EXHIBIT
B-4 hereto and setting forth all of the information required to be set forth
therein, by electronic mail or facsimile transmission, not later than 1:00 p.m.,
Boston, Massachusetts time, three Business Days before the date of the proposed
conversion or continuation of such Borrowing. Each such Eurodollar Request made
by the Borrowers shall be irrevocable. Subject to the provisions of subsection
2.3(f) and provided that no Default or Event of Default shall have occurred and
be continuing, upon receipt of a Eurodollar Request, the Lender shall on the
requested date of conversion or continuation (i) convert the Base Rate Loan
requested to be converted into a Eurodollar Loan for the Eurodollar Interest
Period set forth in such Eurodollar Request and/or (ii) continue the Eurodollar
Loan requested to be continued as a Eurodollar Loan for the additional
Eurodollar Interest Period set forth in such Eurodollar Request.

              (d)   INCOMPLETE EURODOLLAR REQUESTS. If any Eurodollar Request is
incomplete in any respect, then such Eurodollar Request shall be void and the
Borrowing which was the subject matter of such Eurodollar Request shall continue
as a Base Rate Borrowing. If, with respect to any existing Eurodollar Borrowing,
the Borrowers fail to deliver a Eurodollar Request to continue such Eurodollar
Borrowing at least three Business Days prior to the expiration of the Eurodollar
Interest Period for such existing Eurodollar Borrowing, such Eurodollar
Borrowing shall automatically convert to a Base Rate Borrowing at the expiration
of such Eurodollar Interest Period.

              (e)   LIMIT ON EURODOLLAR BORROWINGS. At the commencement of each
Eurodollar Interest Period for a Eurodollar Borrowing, such Borrowing shall be
in an aggregate amount at least equal to $500,000 or any greater multiple of
$100,000. Borrowings of more than one Type may be outstanding at the same time;
PROVIDED that there shall not at any time be more than a total of four (4)
Eurodollar Borrowings outstanding.

              (f)   ALTERNATE RATE OF INTEREST. If prior to the commencement of
any Eurodollar Interest Period for a Eurodollar Borrowing, the Lender determines
that (i) adequate and reasonable means do not exist for ascertaining the
Eurodollar Rate for such Eurodollar Interest Period, (ii) the Eurodollar Rate
for such Eurodollar Interest Period will not adequately and fairly reflect the
cost to the Lender of

                                     - 21 -
<Page>

making or maintaining Eurodollar Borrowings, or (iii) as a result of any Change
in Law it is unlawful or impossible for the Lender to make or maintain any
Eurodollar Borrowing; then in each case the Lender shall give notice thereof to
the Borrowers as promptly as practicable thereafter and, until the Lender
notifies the Borrowers that the circumstances giving rise to such notice no
longer exist, any Eurodollar Request submitted by the Borrowers shall be
ineffective; PROVIDED that if as a result of a Change in Law the Lender is
prohibited from maintaining any outstanding Eurodollar Borrowing, upon notice
from the Lender, the Borrowers shall immediately (A) convert such Eurodollar
Borrowing to a Base Rate Loan, or (B) repay such Eurodollar Borrowing in full,
together with all interest accrued thereon and all fees and other amounts
payable to the Lender hereunder (in either case, subject to the provisions of
subsection 2.3(g) of this Agreement with respect to redeployment costs).

              (g)   BREAK FUNDING PAYMENTS. In the event of (i) the payment of
any principal of any Eurodollar Loan other than on the last day of the
Eurodollar Interest Period applicable thereto (including as a result of an Event
of Default), (ii) the conversion of any Eurodollar Loan other than on the last
day of the Eurodollar Interest Period applicable thereto, or (iii) the failure
to borrow, convert, continue or prepay any Eurodollar Loan on the date specified
in any notice delivered pursuant hereto (regardless of whether such notice is
permitted to be revocable and is revoked in accordance herewith), then, in any
such event, the Borrowers shall compensate the Lender for the loss, cost and
expense attributable to such event, as determined by the Lender in a manner
consistent with customs and practices in the U.S. banking industry. In the event
that the Lender is entitled to receive compensation pursuant to this subsection
2.3(g), the Lender shall deliver a certificate to the Borrowers setting forth
the amount or amounts that the Lender is entitled to receive, and the Borrowers
shall pay such amount or amounts within three (3) days after receipt of such
certificate.

        2.4   LETTERS OF CREDIT.

              (a)   GENERAL. Subject to the terms and conditions set forth
herein, in addition to the Loans provided for in Section 2.1, any Borrower may
request the issuance of Letters of Credit for its own account by the Issuing
Lender, in a form reasonably acceptable to the Issuing Lender, at any time and
from time to time during the Revolving Credit Availability Period. Letters of
Credit issued hereunder shall constitute utilization of the Revolving Credit
Commitment. In the event of any inconsistency between the terms and conditions
of this Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by any Borrowers to, or entered into by
any Borrower with, the Issuing Lender relating to any Letter of Credit, the
terms and conditions of this Agreement shall control.

              (b)   NOTICE OF ISSUANCE, AMENDMENT, RENEWAL, EXTENSION; CERTAIN
CONDITIONS. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrowers shall
deliver to the Issuing Lender and the Lender by electronic or facsimile
transmission (reasonably in advance of the requested date of issuance,
amendment, renewal or extension) a letter of credit application in the form
required by the Issuing Lender. A Letter of Credit shall be issued, amended,
renewed or extended only if (and upon issuance, amendment, renewal or extension
of each Letter of Credit, the Borrowers shall be deemed to represent and warrant
that), after giving effect to such issuance, amendment, renewal or extension (i)
the Total LC Exposure at such time shall not exceed the LC Sublimit, and (ii)
the Revolving Credit Exposure at such time shall not exceed the lesser of (A)
the Revolving Credit Commitment at such time, and (B) the Borrowing Base at such
time.

              (c)   EXPIRATION DATE. Each Letter of Credit shall expire (without
giving effect to any extension thereof by reason of an interruption of business)
at or prior to the close of business on the earlier of (i) the date 365 days, in
the case of standby Letters of Credit, or 180 days, in the case of documentary
Letters of Credit, after the date of the issuance of such Letter of Credit (or,
in the case of any

                                     - 22 -
<Page>

renewal or extension of any standby Letter of Credit, 365 days after such
renewal or extension) PROVIDED that any such standby Letter of Credit may
provide for automatic extensions thereof to a date not later than 365 days
beyond its current expiration date, and (ii) the date that is five Business Days
prior to the Revolving Credit Maturity Date. No Letter of Credit may be extended
beyond the date that is five Business Days prior to the Revolving Credit
Maturity Date.

              (d)   REIMBURSEMENT. If the Issuing Lender shall make any LC
Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse
(each, a "REIMBURSEMENT OBLIGATION") the Issuing Lender in respect of such LC
Disbursement by paying to the Lender an amount equal to such LC Disbursement not
later than 1:00 p.m., Boston, Massachusetts time, on (i) the Business Day that
the Borrower receives notice of such LC Disbursement, if such notice is received
prior to 11:00 a.m., Boston, Massachusetts time, or (ii) the Business Day
immediately following the day that the Borrowers receive such notice, if such
notice is not received prior to such time, PROVIDED that, subject to the
conditions to borrowing set forth herein, payment of each such Reimbursement
Obligation shall be made through the automatic funding of a Base Rate Borrowing
in an amount equal to the amount of such Reimbursement Obligation, and the
Borrowers hereby irrevocably authorize and direct the Lender to take such
actions as may be necessary to effectuate such automatic funding of such Base
Rate Borrowings. To the extent that any such Reimbursement Obligation is paid
through the automatic funding of a Base Rate Borrowing, the Borrowers'
obligation to make such payment shall be discharged and replaced by the
resulting Base Rate Borrowing. If the Borrowers cannot satisfy the conditions to
borrowing set forth herein such that the payment of any Reimbursement Obligation
cannot be made through the automatic funding of a Base Rate Borrowing and the
Borrowers shall fail to make such payment when due, the Lender shall promptly
pay to the Issuing Lender the unreimbursed portion of the LC Disbursement.
Promptly following receipt by the Lender of any payment from the Borrowers
pursuant to this paragraph, the Lender shall distribute such payment to the
Issuing Lender.

              (e)   OBLIGATIONS ABSOLUTE. The Borrowers' obligation to reimburse
LC Disbursements as provided in subsection 2.4(d) shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit, or any term or provision therein, (ii) any draft or other document
presented under a Letter of Credit proving to be forged, fraudulent or invalid
in any respect or any statement therein being untrue or inaccurate in any
respect, (iii) payment by the Issuing Lender to the beneficiary under a Letter
of Credit against presentation of a draft or other document that substantially
complies but does not strictly comply with the terms of such Letter of Credit
and (iv) any other event or circumstance whatsoever (other than gross negligence
or willful misconduct of the Issuing Lender), whether or not similar to any of
the foregoing, that might, but for the provisions of this Section 2.4,
constitute a legal or equitable discharge of the Borrowers' obligations
hereunder.

              (f)   INTERIM INTEREST. If the Issuing Lender shall make any LC
Disbursement in respect of any Letter of Credit, and if the Borrowers cannot
satisfy the conditions to borrowing set forth herein such that payment of the
Reimbursement Obligation resulting from such LC Disbursement cannot be made
through the automatic funding of a Base Rate Borrowing, then, unless the
Borrowers shall reimburse such LC Disbursement in full on the date such LC
Disbursement is made, the unpaid amount thereof shall bear interest, for each
day from and including the date such LC Disbursement is made to but excluding
the date that the Borrowers reimburse such LC Disbursement, at the rate per
annum then applicable to Base Rate Loans; PROVIDED that, if the Borrowers fail
to reimburse such LC Disbursement when due pursuant to subsection 2.4(d), then
interest calculated at the Post-Default Rate shall accrue on the unpaid amount
thereof. Interest accrued pursuant to this paragraph shall be for the account of
the Issuing Lender, except that interest accrued on and after the date of
payment by the Lender pursuant to subsection 2.4(d) shall be for the account of
the Lender to the extent of the payment.

                                     - 23 -
<Page>

              (g)   CASH COLLATERALIZATION. If either (i) an Event of Default
shall occur and be continuing and the Borrowers receive notice from the Lender
demanding the deposit of cash collateral pursuant to this paragraph, or (ii) the
Borrowers shall be required to provide cash collateral for Total LC Exposure
pursuant to subsection 2.1(d), the Borrowers shall immediately deposit with the
Lender an amount in cash equal to, in the case of an Event of Default, the Total
LC Exposure as of such date plus any accrued and unpaid interest thereon and, in
the case of any cash collateral required to be provided pursuant to subsection
2.1(d), the amount required under subsection 2.1(d); PROVIDED that the
obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or
other notice of any kind, upon the occurrence of any Event of Default described
in clause (g) or (h) of Section 9.1. Such deposit shall be held by the Lender as
collateral in the first instance for the Total LC Exposure under this Agreement,
and the Lender agrees to use such deposit to reimburse the Issuing Lender for
any draws on such Letters of Credit, and thereafter for the payment of any other
obligations of the Credit Parties hereunder.

        2.5   EXPIRATION, TERMINATION OR REDUCTION OF REVOLVING CREDIT
COMMITMENT.

              (a)   EXPIRATION OF REVOLVING CREDIT COMMITMENT. Unless previously
terminated, the Revolving Credit Commitment shall expire at the close of
business on the Revolving Credit Maturity Date.

              (b)   REDUCTION OF REVOLVING CREDIT COMMITMENT. The Borrowers may
at any time and from time to time reduce the Revolving Credit Commitment;
PROVIDED that (i) each reduction of the Revolving Credit Commitment shall be in
an amount that is at least equal to $500,000 or any greater multiple of
$100,000, and (ii) the Borrowers shall not reduce the Revolving Credit
Commitment if, after giving effect to any concurrent repayment, the total
Revolving Credit Exposure would exceed the total Revolving Credit Commitment.
The Borrowers shall notify the Lender of any election to reduce the Revolving
Credit Commitment at least three Business Days prior to the effective date of
such reduction, specifying the effective date thereof. Each notice of reduction
of the Revolving Credit Commitment shall be irrevocable. Each reduction of the
Revolving Credit Commitment shall be permanent.

              (c)   OPTIONAL TERMINATION OF REVOLVING CREDIT COMMITMENT. Subject
to the provisions of subsection 2.5(d), the Borrowers shall have the right at
any time to terminate the Revolving Credit Commitment. The Borrowers shall
notify the Lender of any election to terminate the Revolving Credit Commitment
under this subsection 2.5(c) in writing at least ninety (90) days prior to the
effective date of such termination, specifying the effective date thereof. Each
notice of termination of the Revolving Credit Commitment shall be irrevocable.
Any termination of the Revolving Credit Commitment shall be permanent.

              (d)   TERMINATION FEE. In connection with any termination of the
Revolving Credit Commitment, the Borrower shall (i) repay the entire principal
balance of, and all accrued interest and fees owing with respect to, the Loans,
and (ii) pay to the Lender, a termination fee equal to the product of (A) (x) if
such termination occurs on or prior to the first anniversary of the Closing
Date, the amount of the Revolving Credit Commitment on the Closing Date, or (y)
if such termination occurs after the first anniversary of the Closing Date, the
average amount of the Revolving Credit Commitment during the twelve (12) months
preceding the date of termination MULTIPLIED BY (B) the applicable termination
percentage set forth below:

                                     - 24 -
<Page>

<Table>
<Caption>
                               Period during which                                   Applicable
                             Termination Date Occurs                           Termination Percentage
                             -----------------------                           ----------------------
        <S>                                                                             <C>
        Prior to the first anniversary of the Closing Date                              2.00%

        On or after the first anniversary of the Closing Date but prior                 1.50%
        to the second anniversary of the Closing Date

        On or after the second anniversary of the Closing Date                          1.00%
</Table>

        2.6   PAYMENTS.

              (a)   PAYMENTS GENERALLY. The Borrowers shall be obligated to make
each payment required to be made by the Borrowers hereunder (whether of
principal, interest, fees or reimbursement of LC Disbursements, or otherwise) to
Lender at its offices in Boston, Massachusetts, prior to 3:00 p.m., Boston,
Massachusetts time, on the date when due (except that if any payment shall be
due on a day that is not a Business Day, the date for payment shall be extended
to the next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such extension).
All payments shall be made in immediately available funds, in U.S. dollars
without set-off or counterclaim. Any amounts received after such time on any
date may, in the discretion of the Lender, be deemed to have been received on
the next succeeding Business Day for purposes of calculating interest thereon.
Notwithstanding anything to the contrary set forth herein, subject to the
conditions to the funding of Loans set forth herein, all payments of interest,
fees and any other amounts due to be paid by the Borrowers hereunder shall be
made through the automatic funding of Base Rate Loans in amounts equal to the
amounts of such interest, fees or other amounts due to be paid by the Borrowers
hereunder, and the Borrowers hereby irrevocably authorize and direct the Lender
to take such actions as may be necessary to effectuate such automatic funding of
Base Rate Loans, and, upon funding of any such Base Rate Loan, the Borrowers'
obligation to make such payment shall be discharged and replaced by the
resulting Base Rate Loan. The Borrowers expressly acknowledge and agree that (i)
the Lender may, in its sole discretion, effectuate the automatic funding of a
Loan pursuant to this subsection 2.6(a) even though at the time of, or after
giving effect to, the funding of such Loans the Revolving Credit Exposure
exceeds the lesser of (x) the Revolving Credit Commitment and (y) the Borrowing
Base, and (ii) if any one or more of the conditions to the funding of Loans
cannot be satisfied and the Lender, in its sole discretion, refuses to fund a
Base Rate Loan in an amount sufficient to satisfy the amount of any interest,
fees or other amounts due hereunder, the Borrowers shall remain obligated to pay
the full amount of such interest, fees or other amounts as and when the same
shall become due.

              (b)   APPLICATION OF PAYMENTS. If at any time insufficient funds
are received by and available to the Lender to pay fully all amounts of
principal, unreimbursed LC Disbursements, interest and fees then due hereunder
under any circumstances, including, without limitation during, or as a result of
the exercise by the Lender of remedies hereunder or under any other Loan
Document and applicable law, such funds shall be applied (i) first, to pay
interest, fees, costs and expenses then due hereunder, (ii) second, to pay
principal and unreimbursed LC Disbursements then due hereunder, and (iii) third,
to any other Obligations then due from the Credit Parties to the Lender, the
Issuing Lender, the Cash Management Bank or any other Affiliate of the Lender.

              (c)   COLLECTION. Any check, instrument or other item of payment
in favor of any Borrower remitted to the Cash Management Bank for processing
shall be subject to a collection charge equal to two days interest on the amount
thereof at the Adjusted Base Rate plus the Applicable Margin,

                                     - 25 -
<Page>

which collection charges shall be payable by the Borrowers monthly in arrears on
the first Business Day of each month.

        2.7   PREPAYMENT OF LOANS.

              (a)   OPTIONAL PREPAYMENTS OF LOANS. The Borrowers shall have the
right at any time and from time to time to prepay the Loans in whole or in part,
subject to the payment of any amounts due under subsection 2.3(g) and, if the
Revolving Credit Commitment is terminated, subsection 2.5(d).

              (b)   MANDATORY PREPAYMENTS. The Borrowers shall be obligated to,
and shall, make prepayments of the Loans hereunder as follows:


                    (i)   INCURRENCE OF DEBT. Without limiting the obligation of
        the Borrowers to obtain the consent of the Lender to any incurrence of
        Indebtedness not otherwise permitted hereunder, the Borrowers agree, on
        the closing of any incurrence of Indebtedness by any Credit Party (other
        than Indebtedness permitted pursuant to Section 8.1) to prepay the Loans
        hereunder, upon the date of such incurrence of Indebtedness, in an
        aggregate amount equal to 100% of the amount of the Net Cash Payments
        from such incurrence of Indebtedness received by any Credit Party.

                    (ii)  SALE OR OFFERING OF SECURITIES. The Borrowers agree on
        the closing of any offering or sale of equity securities by any Credit
        Party (other than any offering or sale of equity securities by any
        Credit Party to any other Credit Party), to prepay the Loans hereunder,
        upon the date of such sale or offering of securities, in an aggregate
        amount equal to 100% of the amount of Net Cash Payments from such
        offering of securities received by any such Credit Party.

                    (iii) SALE OF ASSETS. Without limiting the obligation of the
        Borrowers to obtain the consent of the Lender to any Disposition not
        otherwise permitted hereunder, the Borrowers agree, on the date of any
        Disposition by any Credit Party, to prepay the Loans hereunder, upon the
        date of such Disposition, in an aggregate amount equal to 100% of the
        amount of such Net Cash Payments from such Disposition received by any
        Credit Party on the date of such Disposition.

                    (iv)  PROCEEDS OF CASUALTY EVENTS. Upon the receipt by the
        Lender or the Credit Parties of the proceeds of insurance, condemnation
        award or other compensation in respect of any Casualty Event affecting
        any property of the Credit Parties, the Borrowers shall prepay the Loans
        in an aggregate amount equal to 100% of the Net Cash Payments from such
        Casualty Event.

              (c)   NOTIFICATION OF CERTAIN PREPAYMENTS. The Borrowers shall
notify the Lender by telephone (confirmed by telecopy) of any voluntary
prepayment of any Eurodollar Loan not later than 1:00 p.m., Boston,
Massachusetts time, three Business Days before the date of such prepayment. The
Borrowers shall notify the Lender of any mandatory prepayment of the Loans
pursuant to subsection 2.7(b) hereunder as soon as practicable. Each such notice
shall be irrevocable and shall specify the prepayment date and the principal
amount of each Borrowing or portion thereof to be prepaid.

              (d)   PREPAYMENTS ACCOMPANIED BY INTEREST. All prepayments of
Loans shall be accompanied by accrued interest through the date of prepayment.

              (e)   REVOLVING NATURE OF CREDIT FACILITY. The prepayment of Loans
from time to time hereunder (whether voluntary or mandatory) shall not cause an
automatic reduction in the Revolving

                                     - 26 -
<Page>

Credit Commitments, and the amount of Loans so prepaid may be re-borrowed
subject to and in accordance with the other provisions of this Agreement.

        2.8   FEES.

              (a)   CLOSING FEE. The Borrowers shall pay to the Lender on the
Closing Date a closing fee in an amount equal to $600,000 MINUS that portion of
the aggregate amount of all deposits remitted to FCC by ARC prior to the Closing
Date not applied by FCC to expenses incurred by FCC prior to the Closing Date.

              (b)   UNUSED FEE. The Borrowers shall pay to the Lender unused
fees in respect of the Revolving Credit Commitment, in an aggregate amount equal
to the product of (x) 0.50%, MULTIPLIED BY (y) the daily average unused amounts
of the Revolving Credit Commitment during the period from and including the date
on which the Effective Time shall occur to but excluding the date on which the
Revolving Credit Commitment terminates. Accrued unused fees shall be payable
monthly in arrears on the first day of each month and on the date on which the
Revolving Credit Commitment terminates. All unused fees shall be computed on the
basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).

              (c)   LETTER OF CREDIT FEES. The Borrowers shall pay with respect
to Letters of Credit issued hereunder the following fees:

                    (i)   with respect to each standby or documentary Letter of
        Credit issued hereunder, a fee to the Lender which shall accrue at a
        rate per annum equal to (x) 3.25% MULTIPLIED BY (y) the average daily
        amount of outstanding Letters of Credit during the period from and
        including the Closing Date to but excluding the date on which there
        shall no longer be any Letters of Credit outstanding hereunder,

                    (ii)  with respect to each standby or documentary Letter of
        Credit issued hereunder, a fronting fee to the Lender equal to 0.125% of
        the face amount of each such Letter of Credit, and

                    (iii) with respect to each documentary or standby Letter of
        Credit issued hereunder, the Issuing Lender's standard fees with respect
        to the issuance, amendment, renewal or extension of any Letter of Credit
        or processing of drawings thereunder.

Accrued fees for Letters of Credit shall be computed on the basis of a year of
360 days and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day), and shall be payable monthly in
arrears on the first day of each month and on the date the Revolving Credit
Commitment terminates, commencing on the first such date to occur after the date
hereof, PROVIDED that any such fees accruing after the date on which the
Revolving Credit Commitment terminates shall be payable on demand.

        2.9   INCREASED COSTS.

              (a)   If any Change in Law shall:

                    (i)  impose, modify or deem applicable any reserve, special
        deposit or similar requirement against assets of, deposits with or for
        the account of, or credit extended by, the Lender or the Issuing Lender;
        or

                                     - 27 -
<Page>

                    (ii) impose on the Lender or the Issuing Lender or the
        London interbank market any other condition affecting this Agreement or
        Eurodollar Loans made by the Lender or any Letter of Credit;

and the result of any of the foregoing shall be to increase the cost to the
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to the Issuing Lender
of issuing or maintaining any Letter of Credit or to reduce the amount of any
sum received or receivable by the Lender or the Issuing Lender hereunder
(whether of principal, interest or otherwise), then the Borrowers will pay to
the Lender or the Issuing Lender, as the case may be, such additional amount or
amounts as will compensate the Lender or the Issuing Lender, as the case may be,
for such additional costs incurred or reduction suffered.

              (b)   If the Lender or the Issuing Lender reasonably determines
that any Change in Law regarding capital requirements has or would have the
effect of reducing the rate of return on the Lender's or the Issuing Lender's
capital or on the capital of the Lender's or the Issuing Lender's holding
company, if any, as a consequence of this Agreement or the Loans made by the
Lender, or the Letters of Credit issued by the Issuing Lender, to a level below
that which the Lender or the Issuing Lender or the Lender's or the Issuing
Lender's holding company could have achieved but for such Change in Law (taking
into consideration the Lender's or the Issuing Lender's policies and the
policies of the Lender's or the Issuing Lender's holding company with respect to
capital adequacy), then from time to time the Borrowers will pay to the Lender
or the Issuing Lender, as the case may be, such additional amount or amounts as
will compensate the Lender or the Issuing Lender, or the Lender's or the Issuing
Lender's holding company, for any such reduction suffered.

              (c)   A certificate of the Lender or the Issuing Lender setting
forth the amount or amounts necessary to compensate the Lender or the Issuing
Lender or its holding company, as the case may be, as specified in subsections
2.9(a) or 2.9(b) above shall be delivered to the Borrowers and shall be
conclusive so long as it reflects a reasonable basis for the calculation of the
amounts set forth therein and does not contain any manifest error. The Borrowers
shall pay the Lender or the Issuing Lender the amount shown as due on any such
certificate within 10 days after receipt thereof.

              (d)   Failure or delay on the part of the Lender or the Issuing
Lender to demand compensation pursuant to this Section 2.9 shall not constitute
a waiver of the Lender's or the Issuing Lender's right to demand such
compensation; PROVIDED that the Borrowers shall not be required to compensate
the Lender or the Issuing Lender pursuant to this Section 2.9 for any increased
costs or reductions incurred more than six months prior to the date that Lender
or the Issuing Lender, as the case may be, notifies the Borrowers of the Change
in Law giving rise to such increased costs or reductions and of Lender's or the
Issuing Lender's intention to claim compensation therefor; PROVIDED FURTHER
that, if the Change in Law giving rise to such increased costs or reductions is
(i) retroactive and (ii) occurred within such six-month period, then the
six-month period referred to above may be extended to include the period of
retroactive effect thereof, but in no event any period prior to the Closing
Date.

        2.10  TAXES.

              (a)   Any and all payments by or on account of any Obligations of
the Borrowers hereunder shall be made free and clear of and without deduction
for any Indemnified Taxes or Other Taxes; PROVIDED that if the Borrowers shall
be required to deduct any Indemnified Taxes or Other Taxes from such payments,
then (i) the sum payable shall be increased as necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this Section 2.10) the Lender or the Issuing Lender (as the case
may be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrowers shall make such deductions and (iii)
the

                                     - 28 -
<Page>

Borrowers shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.

              (b)  In addition, the Borrowers shall pay all Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

              (c)   The Borrowers shall indemnify the Lender and the Issuing
Lender, within ten (10) days after written demand therefor, for the full amount
of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this
Section 2.10) paid by the Lender or the Issuing Lender, as the case may be (and
any penalties, interest and reasonable expenses arising therefrom or with
respect thereto during the period prior to the Borrowers making the payment
demanded under this paragraph (c)), whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or
liability delivered to the Borrowers by the Lender or the Issuing Lender, shall
be conclusive absent manifest or demonstrable error. The Lender or the Issuing
Bank, as applicable, after receiving payment of Indemnified Taxes or Other Taxes
pursuant to this paragraph (c), shall, at the request and the sole cost and
expense of the Borrowers, take reasonable action to pursue a refund of such
Indemnified Taxes or Other Taxes, and in the event any such Indemnified Taxes or
Other Taxes are refunded to the Lender or the Issuing Bank, as applicable, such
refund shall be paid over to the Lender for application to the prepayment of the
Loans.

              (d)   As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by the Borrowers to a Governmental Authority, the Borrowers
shall deliver to the Lender the original or a certified copy of a receipt issued
by such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Lender.

                                    ARTICLE 3

                                   [RESERVED.]

                                    ARTICLE 4

                                 THE COLLATERAL

        4.1   GRANT OF SECURITY INTEREST. As security for due and punctual
payment and performance of the Obligations, each Credit Party hereby grants to
the Lender a continuing security interest in and lien on all tangible and
intangible property and assets of such Credit Party, whether now owned or
existing or hereafter acquired or arising, together with any and all additions
thereto and replacements therefor and proceeds and products thereof
(collectively referred to for purposes of this Article 4 as "COLLATERAL"),
including without limitation the property described below:

              (a)   all tangible personal property, including without limitation
all present and future goods, inventory (including, without limitation, all
merchandise, raw materials, work in process, finished goods and supplies),
machinery, equipment, motor vehicles, rolling stock, tools, furniture, real
property, fixtures, office supplies, computers, computer software and associated
equipment, whether now owned or hereafter acquired, including, without
limitation, all tangible personal property used in the operation of the business
of such Credit Party;

              (b)   all rights under all present and future authorizations,
permits, licenses and franchises issued, granted or licensed to such Credit
Party for the operation of its business;

                                     - 29 -
<Page>

              (c)   all Patents of such Credit Party;

              (d)   all Trademarks of such Credit Party;

              (e)   all Copyrights of such Credit Party;

              (f)   the entire goodwill of business of such Credit Party and all
other general intangibles (including know-how, trade secrets, customer lists,
proprietary information, inventions, domain names, methods, procedures and
formulae) connected with the use of and symbolized by any Patents, Trademarks or
Copyrights of such Credit Party;

              (g)   all rights under all present and future vendor or customer
contracts and all franchise, distribution, design, consulting, construction,
engineering, management and advertising and related agreements;

              (h)   all rights under all present and future leases of real and
personal property; and all other personal property, including, without
limitation, all present and future accounts, accounts receivable, cash, cash
equivalents, deposits, deposit accounts, loss carry back, tax refunds, insurance
proceeds, premiums, rebates and refunds, choses in action, investment property,
securities, partnership interests, limited liability company interests,
contracts, contract rights, general intangibles (including without limitation,
all customer and advertiser mailing lists, intellectual property, patents,
copyrights, trademarks, trade secrets, trade names, domain names, goodwill,
customer lists, advertiser lists, catalogs and other printed materials,
publications, indexes, lists, data and other documents and papers relating
thereto, blueprints, designs, charts, and research and development, whether on
paper, recorded electronically or otherwise), all websites (including without
limitation, all content, HTML documents, audiovisual material, software, data,
hardware, access lines, connections, copyrights, trademarks, patents and trade
secrets relating to such websites) and domain names, any information stored on
any medium, including electronic medium, related to any of the personal property
of such Credit Party, all financial books and records and other books and
records relating, in any manner, to the business of such Credit Party, all
proposals and cost estimates and rights to performance, all instruments and
promissory notes, documents and chattel paper, and all debts, obligations and
liabilities in whatever form owing to such Credit Party from any person, firm or
corporation or any other legal entity, whether now existing or hereafter
arising, now or hereafter received by or belonging or owing to such Credit
Party; and all guaranties and security therefor, and all letters of credit and
other supporting obligations in respect of such debts, obligations and
liabilities.

Any of the foregoing terms which are defined in the Uniform Commercial Code
shall have the meaning provided in the Uniform Commercial Code, as amended and
in effect from time to time, as supplemented and expanded by the foregoing.

        4.2   SPECIAL WARRANTIES AND COVENANTS OF THE CREDIT PARTIES. Each
Credit Party hereby warrants and covenants to the Lender that:

              (a)   Such Credit Party has delivered to the Lender a Perfection
Certificate in substantially the form of EXHIBIT C hereto. All information set
forth in such Perfection Certificate is true and correct in all material
respects and the facts contained in such Perfection Certificate are accurate in
all material respects as of the date of this Agreement. Each Credit Party agrees
to supplement its Perfection Certificate promptly after obtaining information
which would require a correction or addition to such Perfection Certificate.

                                     - 30 -
<Page>

              (b)   No Credit Party will change its jurisdiction of
organization, principal or any other place of business, or the location of any
Collateral from the locations set forth in the Perfection Certificate delivered
by such Credit Party, or make any change in its name or conduct its business
operations under any fictitious business name or trade name, without, in any
such case, at least thirty (30) days' prior written notice to the Lender;
provided that the inventory of such Credit Party may be in the possession of
manufacturers or processors in any jurisdiction in which all necessary UCC
financing statements have been filed by the Lender and with respect to which the
Lender has received waiver letters from all landlords, warehousemen and
processors in form and substance acceptable to Lender.

              (c)   Except for Collateral that is obsolete or no longer used in
their business, the Credit Parties will keep the Collateral in good order and
repair (normal wear excepted) and adequately insured at all times in accordance
with the provisions of Section 7.5. The Credit Parties will pay promptly when
due all taxes and assessments on the Collateral or for its use or operation,
except for taxes and assessments permitted to be contested as provided in
Section 7.4. Following the occurrence and during the continuance of an Event of
Default, the Lender may at its option discharge any taxes or Liens to which any
Collateral is at any time subject (other than Permitted Liens), and may, upon
the failure of the Credit Parties to do so in accordance with this Agreement,
purchase insurance on any Collateral and pay for the repair, maintenance or
preservation thereof, and each Credit Party agrees to reimburse the Lender on
demand for any payments or expenses incurred by the Lender pursuant to the
foregoing authorization and any unreimbursed amounts shall constitute
Obligations for all purposes hereof.

              (d)   The Lender may from time to time request and each Credit
Party shall deliver copies of all customer lists and vendor lists subject to the
provisions of Section 10.13.

              (e)   Each Credit Party will promptly execute and deliver to the
Lender such financing statements, certificates and other documents or
instruments as may be necessary to enable the Lender to perfect or from time to
time renew the Liens granted in favor of the Lender under the Loan Documents,
including, without limitation, such financing statements, certificates and other
documents as may be necessary to perfect a security interest in any additional
Collateral hereafter acquired by such Credit Party or in any replacements or
proceeds thereof. Each Credit Party authorizes and appoints the Lender, in case
of need, to execute such financing statements, certificates and other documents
pertaining to the Lender's Liens on the Collateral in its stead if such Credit
Party fails to so execute such documents, with full power of substitution, as
such Credit Party's attorney in fact. Each Credit Party further agrees that a
carbon, photographic or other reproduction of a security agreement or financing
statement is sufficient as a financing statement under this Agreement and the
other Loan Documents.

              (f)   Each Credit Party agrees that it will join with the Lender
in executing and, at its own expense, will file and refile, or permit the Lender
to file and refile such financing statements, continuation statements and other
documents (including, without limitation, this Agreement and licenses to use
software and other property protected by copyright), in such offices (including,
without limitation, the PTO, the United States Copyright Office, and appropriate
state patent, trademark and copyright offices), as the Lender may reasonably
deem necessary or appropriate, wherever required or permitted by law in order to
perfect and preserve the rights and interests granted to the Lender in Patents,
Trademarks and Copyrights hereunder. Each Credit Party will give the Lender
notice of each office at which records of such Credit Party pertaining to all
intangible items of Collateral are kept. Except as may be provided in such
notice, the records concerning all intangible Collateral are and will be kept at
the address shown in the respective Perfection Certificate for such Credit Party
as the principal place of business of such Credit Party.

              (g)   The Credit Parties are the sole and exclusive owners of the
websites and domain names listed on SCHEDULE 4.2 hereto and have registered such
domain names with the entities listed on

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SCHEDULE 4.2 or the applicable authority which provides for the exclusive use by
the Credit Parties of such domain names. The websites do not contain any
material, the publication of which may result in (a) the violation of rights of
any person or (b) a right of any person against the publisher or distributor of
such material.

              (h)   The Credit Parties shall, annually by the end of the first
calendar quarter following the previous calendar year, provide written notice to
the Lender of all applications for registration of Patents, Trademarks or
Copyrights, to the extent such applications exist, made during the preceding
calendar year. The Credit Parties shall file and prosecute diligently all
applications for registration of Patents, Trademarks or Copyrights now or
hereafter pending that would be necessary to the business of the Credit Parties
to which any such applications pertain, and to do all acts, in any such
instance, necessary to preserve and maintain all rights in such registered
Patents, Trademarks or Copyrights unless such Patents, Trademarks or Copyrights
are not material to the business of the Credit Parties, as reasonably determined
by the Credit Parties consistent with prudent and commercially reasonable
business practices. Any and all costs and expenses incurred in connection with
any such actions shall be borne by the Credit Parties.

              (i)   The domain name servers used in connection with the domain
names of the Credit Parties and all other relevant information pertaining to
such domain names, and the administrative contacts used in connection with the
registration of such domain names are identified on SCHEDULE 4.2 hereof.
Promptly, and in any event, no later than thirty (30) days after any change in
the identity of such domain name servers or of any domain name administrative
contact, the Credit Parties shall provide notice thereof to the Lender.

              (j)   To the extent that any Credit Party is a beneficiary under
any written letter of credit, the Credit Parties shall, at the request of
Lender, deliver such letter of credit to the Lender, and execute and deliver to
the issuer of and any Person that has confirmed such letter of credit an
assignment of proceeds form, in favor of the Lender and satisfactory to the
Lender and such issuer or (as the case may be) such Person that has confirmed
such letter of credit, requiring the proceeds of any drawing under such letter
of credit to be paid directly to the Lender for application against the
Obligations.

        4.3   COLLECTION OF PROCEEDS OF ACCOUNTS RECEIVABLE.

              (a)   On or before the Closing Date, the Credit Parties shall (i)
direct all of their account debtors to make all payments on accounts receivable
of the Credit Parties directly to post office boxes (each a "Lock Box" and
collectively the "Lock Boxes") under the control of the Cash Management Bank
and/or such other financial institutions as shall be acceptable to the Lender,
(ii) establish accounts (each a "Controlled Account " and collectively the
"Controlled Accounts") in the Lender's name for the benefit of the Borrowers
with the Cash Management Bank and/or such other financial institutions as shall
be acceptable to the Lender, into which all payments received in the Lock Boxes
shall be deposited, and into which the Borrowers will immediately deposit all
payments made for inventory or services sold or rendered by the Borrowers and
received by the Credit Parties in the identical form in which such payments were
made, whether by cash or check, and (iii) cause each Subsidiary and Affiliate,
and any other Person acting for or in concert with the Credit Parties that
receives any monies, checks, notes, drafts or other payments relating to or as
proceeds of accounts receivable or other Collateral, to receive and hold such
items in trust for, and as the sole and exclusive property of, the Lender and,
immediately upon receipt thereof, shall remit the same (or cause the same to be
remitted) in hand to the Controlled Accounts; PROVIDED that, for purposes of
administrative convenience, the Lender may in its reasonable discretion, permit
the Credit Parties from time to time to maintain one or more accounts with one
or more financial institutions other than the Cash Management Bank and with such
maximum cash balances as the

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Lender deems appropriate, and for which the Credit Parties may, at the
discretion of the Lender, be permitted to have direct access.

              (b)   Each Credit Party acknowledges that the Cash Management Bank
is an affiliate of the Lender and that the Cash Management Bank and the Lender
are parties to cash management agreements that confirm that the Lender has
dominion and control over all accounts of the Credit Parties or the Lender
maintained by the Cash Management Bank, and all funds from time to time held in
such accounts. Each Credit Party agrees to enter into such Lock Box Agreements
and Control Agreements with the Cash Management Bank and the Lender as the
Lender may reasonably request. Each Credit Party also agrees to cause each
financial institution other than the Cash Management Bank with which a Lock Box
and/or Controlled Account has been established to enter into a Lock Box
Agreement and/or Control Agreement, as applicable, confirming that the amounts
on deposit in such Lock Box and/or Controlled Account, as applicable, are the
property of and are under the control of the Lender, that such financial
institution has no right to setoff against such Lock Box or Controlled Account
or against any other account maintained by such financial institution into which
the contents of such Controlled Account are transferred, and that upon written
notice from the Lender, such financial institution shall wire, or otherwise
transfer in immediately available funds in a manner satisfactory to the Lender,
funds deposited in the Controlled Account on a daily basis as such funds are
collected.

              (c)   The Credit Parties agree to pay all reasonable fees, costs
and expenses which the Credit Parties incur in connection with opening and
maintaining a Lock Box and Controlled Account. All of such fees, costs and
expenses which remain unpaid pursuant to any Lock Box or Controlled Account
Agreement with the Credit Parties, to the extent same shall have been paid by
the Lender hereunder, shall constitute Loans hereunder, shall be payable to the
Lender by the Credit Parties upon demand, and, until paid, shall bear interest
at the highest rate then applicable to Base Rate Loans hereunder. All checks,
drafts, instruments and other items of payment or proceeds of Collateral
delivered to the Lender or the Cash Management Bank in kind shall be endorsed by
the Credit Parties, to the Lender, and, if that endorsement of any such item
shall not be made for any reason, the Lender and the Cash Management Bank are
each hereby irrevocably authorized to endorse the same on behalf of the Credit
Parties. For the purpose of this subsection 4.3(c), each Credit Party
irrevocably hereby makes, constitutes and appoints the Lender (and all Persons
designated by the Lender for that purpose, including, without limitation, the
Cash Management Bank) as such Credit Party's true and lawful attorney and
agent-in-fact (i) to endorse the name of such Credit Party upon said items of
payment and/or proceeds of Collateral of the Credit Parties and upon any chattel
paper, document, instrument, invoice or similar document or agreement relating
to any account receivable of the Credit Parties or goods pertaining thereto;
(ii) to take control in any manner of any item of payment or proceeds thereof;
(iii) to have access to any lock box or postal box into which any checks or
other forms of payment in respect of accounts receivable of the Credit Parties
are remitted; and (iv) open all mail containing checks and other forms of
payment in respect of accounts receivable of the Credit Parties and process such
checks and other forms of payment.

              (d)   The Lender (and all Persons designated by the Lender for
such purpose, including, without limitation, the Cash Management Bank) may, at
any time and from time to time after the occurrence and during the continuance
of an Event of Default, whether before or after notification to any account
debtor and whether before or after the maturity of any of the Obligations, (i)
enforce collection of any accounts receivable or contract rights of the Credit
Parties by suit or otherwise; (ii) exercise all of the rights and remedies of
the Credit Parties with respect to proceedings brought to collect any accounts
receivable; (iii) surrender, release or exchange all or any part of any accounts
receivable of the Credit Parties, or compromise or extend or renew for any
period (whether or not longer than the original period) any indebtedness
thereunder; (iv) sell or assign any account receivable of the Credit Parties
upon such terms, for such amount and at such time or times as the Lender deems
advisable; (v) prepare, file and sign the names of the Credit Parties on any
proof of claim in bankruptcy or other similar

                                     - 33 -
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document against any account debtor indebted on an account receivable of the
Credit Parties; and (vi) do all other acts and things which are necessary, in
the Lender's sole discretion, to fulfill the Obligations of the Credit Parties
under this Agreement and to allow the Lender to collect the accounts receivable.
In addition to any other provision hereof or in any of the other Loan Documents,
the Lender may at any time on or after the occurrence of an Event of Default, at
the sole expense of the Credit Parties, notify any parties obligated on any of
the accounts receivable of the Credit Parties to make payment directly to the
Lender of any amounts due or to become due thereunder.

        4.4   FIXTURES, ETC. It is the intention of the parties hereto that none
of the Collateral shall become fixtures and each Credit Party will take all such
reasonable action or actions as may be necessary to prevent any of the
Collateral from becoming fixtures. Without limiting the generality of the
foregoing, each Credit Party will, if requested by the Lender, use commercially
reasonable efforts to obtain waivers of Liens, in form satisfactory to the
Lender, from each lessor of real property on which any of the Collateral is or
is to be located to the extent requested by the Lender.

        4.5   RIGHT OF LENDER TO DISPOSE OF COLLATERAL, ETC. Upon the occurrence
of any Event of Default, such Event of Default not having previously been
waived, remedied or cured, but subject to the provisions of the Uniform
Commercial Code or other applicable law, in addition to all other rights under
applicable law and under the Loan Documents, the Lender shall have the right to
take possession of the Collateral and, in addition thereto, the right to enter
upon any premises on which the Collateral or any part thereof may be situated
and remove the same therefrom. The Lender may require the Credit Parties to make
the Collateral (to the extent the same is moveable) available to the Lender at a
place to be designated by the Lender or transfer any information related to the
Collateral to the Lender by electronic medium. Unless the Collateral is
perishable or threatens to decline speedily in value or is of a type customarily
sold on a recognized market, the Lender will give the Credit Parties at least
seven (7) days' prior written notice of the time and place of any public sale
thereof or of the time after which any private sale or any other intended
disposition thereof is to be made. Any such notice shall be deemed to meet any
requirement hereunder or under any applicable law (including the Uniform
Commercial Code) that reasonable notification be given of the time and place of
such sale or other disposition.

        4.6   RIGHT OF LENDER TO USE AND OPERATE COLLATERAL, ETC. Upon the
occurrence and during the continuance of any Event of Default, subject to the
provisions of the Uniform Commercial Code or other applicable law, the Lender
shall have the right and power (a) to take possession of all or any part of the
Collateral, and to exclude the Credit Parties and all persons claiming under the
Credit Parties wholly or partly therefrom, and thereafter to hold, store, and/or
use, operate, manage and control the same, and (b) to grant a license to use, or
cause to be granted a license to use, any or all of the Patents, Trademarks and
Copyrights (in the case of Trademarks, along with the goodwill associated
therewith), but subject to the terms of any licenses. Upon any such taking of
possession, the Lender may, from time to time, at the expense of the Credit
Parties, make all such repairs, replacements, alterations, additions and
improvements to and of the Collateral as the Lender may deem proper. In any such
case the Lender shall have the right to manage and control the Collateral and to
carry on the business and to exercise all rights and powers of the Credit
Parties in respect thereto as the Lender shall deem best, including the right to
enter into any and all such agreements with respect to the operation of the
Collateral or any part thereof as the Lender may see fit; and the Lender shall
be entitled to collect and receive all rents, issues, profits, fees, revenues
and other income of the same and every part thereof. Such rents, issues,
profits, fees, revenues and other income shall be applied to pay the expenses of
holding and operating the Collateral and of conducting the business thereof, and
of all maintenance, repairs, replacements, alterations, additions and
improvements, and to make all payments which the Lender may be required or may
elect to make, if any, for taxes, assessments, insurance and other charges upon
the Collateral or any part thereof, and all other payments which the Lender may
be required or authorized to make under any provision of

                                     - 34 -
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this Agreement (including legal costs and reasonable attorneys' fees). The
Lender shall apply the remainder of such rents, issues, profits, fees, revenues
and other income as provided in Section 4.7.

        4.7   PROCEEDS OF COLLATERAL. After deducting all reasonable costs and
expenses of collection, storage, custody, sale or other disposition and delivery
(including reasonable legal costs and attorneys' fees) and all other charges
against the Collateral, the Lender shall apply the residue of the proceeds of
any such sale or disposition to the Obligations in accordance with the terms
hereof and any surplus shall be returned to the Credit Parties or to any Person
or party lawfully entitled thereto (including, if applicable, any holders of
Subordinated Indebtedness). In the event the proceeds of any sale, lease or
other disposition of the Collateral are insufficient to pay all of the
Obligations in full, the Credit Parties will be liable for the deficiency,
together with interest thereon at the Post-Default Rate, and the cost and
expenses of collection of such deficiency, including (to the extent permitted by
law), without limitation, reasonable attorneys' fees, expenses and
disbursements.

                                    ARTICLE 5

                         REPRESENTATIONS AND WARRANTIES

        Each Credit Party represents and warrants to the Lender and the Issuing
Lender as to itself and each other Credit Party, that:

        5.1   ORGANIZATION; POWERS. Each Credit Party has been duly formed or
organized and is validly existing and in good standing under the laws of its
jurisdiction of organization. Each Credit Party has all requisite power and
authority to carry on its business as now conducted and is qualified to do
business in, and is in good standing in, every jurisdiction where such
qualification is required, except where the failure to have such power or
authority or to be so qualified or in good standing, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

        5.2   AUTHORIZATION; ENFORCEABILITY. The borrowing of the Loans and the
grant of security interests pursuant to the Loan Documents are within the power
and authority of the Credit Parties and have been duly authorized by all
necessary action on the part of the Credit Parties. This Agreement and the other
Loan Documents have been duly authorized, executed and delivered by the Credit
Parties and constitute legal, valid and binding obligations of the Credit
Parties, enforceable in accordance with their respective terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.

        5.3   GOVERNMENTAL APPROVALS; NO CONFLICTS. The borrowing of the Loans
and the grant of the security interests pursuant to the Loan Documents (a) do
not require any consent or approval of, registration or filing with, or any
other action by, any Governmental Authority which has not been obtained, except
as disclosed on SCHEDULE 5.3, (b) will not violate any applicable law, policy or
regulation or the organizational documents of the Credit Parties or any order of
any Governmental Authority, (c) will not violate or result in a default under
any indenture, agreement or other instrument binding upon the Credit Parties, or
any assets, or give rise to a right thereunder to require any payment to be made
by the Credit Parties, and such violation or default or right to payment would
have a Material Adverse Effect, and (d) except for the Liens created by the Loan
Documents, will not result in the creation or imposition of any Lien on any
asset of the Credit Parties.

                                     - 35 -
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        5.4   FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE.

              (a) The Credit Parties have heretofore delivered to the Lender the
following financial statements:

                  (i)   the consolidated balance sheets and statements of
        operations, shareholders' equity and cash flows of ARC and its
        Subsidiaries, as of and for the fiscal year ended December 31, 2000,
        audited and accompanied by an opinion of ARC's independent public
        accountants;

                  (ii)  the unaudited consolidated balance sheet and statements
        of operations, shareholder's equity and cash flows of ARC and its
        Subsidiaries, as of and for the fiscal year ended December 31, 2001,
        certified by a Designated Financial Officer that such financial
        statements fairly present the financial condition of ARC and its
        Subsidiaries as at such date and the results of the operations of ARC
        and its Subsidiaries for the fiscal year ended on such date and that all
        such financial statements have been prepared in all material respects in
        accordance with GAAP applied consistently throughout the periods
        involved, except as disclosed on SCHEDULE 5.4; and

                  (iii) the projected consolidated balance sheets, statements of
        operations and cash flows, and projected Excess Availability for ARC and
        its Subsidiaries on a monthly basis for fiscal year 2002.

Except as disclosed on SCHEDULE 5.4, such financial statements (except for the
projections) present fairly, in all material respects, the respective
consolidated financial position and results of operations and cash flows of the
respective entities as of such respective dates and for such periods in
accordance with GAAP, subject to year-end audit adjustments and the absence of
footnotes in the case of such unaudited or PRO FORMA statements. The projections
were prepared by management of ARC in good faith and were based on assumptions
that were reasonable when made.

              (b)   Except as disclosed on SCHEDULE 5.4, since December 31,
2001, there has been no material adverse change in the business, assets,
operations or condition, financial or otherwise, of the Credit Parties from that
set forth in the December 31, 2001 financial statements referred to in clause
(ii) of paragraph (a) above.

              (c)   None of the Credit Parties has on the date hereof any
contingent liabilities, liabilities for taxes, unusual forward or long-term
commitments or unrealized or anticipated losses from any unfavorable commitments
in each case that are material, except as referred to or reflected or provided
for in the balance sheets as at the end of their respective fiscal years ended
in 2001, referred to above, as provided for in SCHEDULE 5.4 annexed hereto, or
as otherwise permitted pursuant to this Agreement, or as referred to or
reflected or provided for in the financial statements described in this Section
5.4.

        5.5   PROPERTIES.

              (a)   Each Credit Party has good and marketable title to, or
valid, subsisting and enforceable leasehold interests in, all its Property
material to its business. All machinery and equipment of the Credit Parties is
in good operating condition and repair, and all necessary replacements of and
repairs thereto have been made so as to preserve and maintain the value and
operating efficiency of such machinery and equipment.

                                     - 36 -
<Page>

              (b)   Set forth on SCHEDULE 5.5 hereto is a complete list of all
Patents, Trademarks and Copyrights. Each Credit Party owns, or is licensed to
use, all Patents, Trademarks and Copyrights and other intellectual property
material to its business ("PROPRIETARY Rights"), and to the knowledge of the
Borrowers, the use thereof by the Credit Parties does not infringe upon the
rights of any other Person, except for any such infringements that, individually
or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect.

              (c)   SCHEDULE 5.5 clearly identifies all Patents, Trademarks and
Copyrights that have been duly registered in, filed in or issued by the PTO or
the United States Register of Copyrights (collectively, the "REGISTERED
PROPRIETARY RIGHTS"). The Registered Proprietary Rights have been properly
maintained and renewed in accordance with all applicable provisions of law and
administrative regulations in the United States, as applicable. The Credit
Parties have taken commercially reasonable steps to protect their Registered
Proprietary Rights and to maintain the confidentiality of all Proprietary Rights
that are not generally in the public domain.

              (d)   As of the date hereof, SCHEDULE 5.5 annexed hereto contains
a true, accurate and complete list of (i) all Real Property Assets, whether
owned or leased, and (ii) all leases, subleases or assignments of leases
(together with all amendments, modifications, supplements, renewals or
extensions of any thereof) affecting each Leasehold Property, regardless of
whether such Credit Party is the landlord or tenant (whether directly or as an
assignee or successor in interest) under such lease, sublease or assignment.
Except as specified in SCHEDULE 5.5, each agreement listed in clause (ii) of the
immediately preceding sentence is in full force and effect and the Borrowers
have no knowledge of any default that has occurred and is continuing thereunder,
and each such agreement constitutes the legal, valid and binding obligation of
each applicable Credit Party, enforceable against such Credit Party in
accordance with its terms, except as enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or limiting
creditors' rights generally or by equitable principles.

        5.6   LITIGATION AND ENVIRONMENTAL MATTERS.

              (a)   There are no actions, suits or proceedings by or before any
arbitrator or Governmental Authority pending against or, to the knowledge of the
Credit Parties, threatened against or affecting any Credit Party as to which
there is a reasonable possibility of an adverse determination and that, if
adversely determined, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect (other than the Disclosed
Matters set forth in part (a) of SCHEDULE 5.6).

              (b)   Except for the Disclosed Matters set forth in SCHEDULE 5.6
and except with respect to any other matters that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect, the Credit Parties (i) have not failed to comply with any Environmental
Law or to obtain, maintain or comply with any permit, license or other approval
required in connection with the operation of the Credit Parties' business to be
in compliance with all applicable Environmental Laws, (ii) have not become
subject to any Environmental Liability; (iii) have not received notice of any
claim with respect to any Environmental Liability or any inquiry, allegation,
notice or other communication from any Governmental Authority which is currently
outstanding or pending concerning its compliance with any Environmental Law or
(iv) do not know of any basis for any Environmental Liability.

              (c)   Since the date of this Agreement, there has been no change
in the status of the Disclosed Matters that, individually or in the aggregate,
has resulted in, or materially increased the likelihood of, a Material Adverse
Effect.

                                     - 37 -
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        5.7   COMPLIANCE WITH LAWS AND AGREEMENTS. Except as set forth on
SCHEDULE 5.7, each Credit Party is in compliance with all laws, regulations,
policies and orders of any Governmental Authority applicable to it or its
property and all indentures, agreements and other instruments binding upon it or
its property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

        5.8   INVESTMENT AND HOLDING COMPANY STATUS. No Credit Party is (a) an
"investment company" as defined in, or subject to regulation under, the
Investment Company Act of 1940, as amended, (b) a "holding company" as defined
in, or subject to regulation under, the Public Utility Holding Company Act of
1935, as amended or (c) a "bank holding company" as defined in, or subject to
regulation under, the Bank Holding Company Act of 1956, as amended.

        5.9   TAXES. Except as set forth on SCHEDULE 5.9, each Credit Party has
timely filed or caused to be filed all Tax returns and reports required to have
been filed and has paid or caused to be paid all Taxes required to have been
paid by it, except (a) Taxes that are being contested in good faith by
appropriate proceedings and for which such Credit Party has set aside on its
books adequate reserves with respect thereto in accordance with GAAP, which
reserves shall be acceptable to Lender, or (b) to the extent that the failure to
do so could not reasonably be expected to result in a Material Adverse Effect.

        5.10  ERISA. Except as set forth on SCHEDULE 5.10, no Credit Party has
any Pension Plans. No ERISA Event has occurred or is reasonably expected to
occur that, when taken together with all other such ERISA Events for which
liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect. No Credit Party has a present intention to
terminate any Pension Plan with respect to which any Credit Party would incur a
cost of more than $100,000 to terminate such Plan, including amounts required to
be contributed to fund such Plan on Plan termination and all costs and expenses
associated therewith, including without limitation attorneys' and actuaries'
fees and expenses in connection with such termination and a reasonable estimate
of expenses and settlement or judgment costs and attorneys' fees and expenses in
connection with litigation related to such termination.

        5.11  DISCLOSURE. As of the Effective Time, the Credit Parties have
disclosed to the Lender all material agreements, instruments and corporate or
other restrictions to which any Credit Party is subject after the Effective
Time, and all other matters known to the Credit Parties, that, individually or
in the aggregate, could reasonably be expected to result in a Material Adverse
Effect. The organizational structure of the Credit Parties is as set forth on
SCHEDULE 5.12 annexed hereto. The information, reports, financial statements,
exhibits and schedules furnished at or prior to the Effective Time in writing by
or on behalf of the Credit Parties to the Lender in connection with the
negotiation, preparation or delivery of this Agreement and the other Loan
Documents or included herein or therein or delivered pursuant hereto or thereto,
at the Effective Time, when taken as a whole do not contain any untrue statement
of material fact or omit to state any material fact necessary to make the
statements herein or therein, in light of the circumstances under which they
were made, not materially misleading. All written information furnished after
the Effective Time by the Credit Parties to the Lender in connection with this
Agreement and the other Loan Documents and the transactions contemplated hereby
and thereby will be true, complete and accurate in every material respect, or
(in the case of pro-forma information and projections) prepared in good faith
based on reasonable assumptions, on the date as of which such information is
stated or certified. There is no fact known to the Credit Parties that could
reasonably be expected to have a Material Adverse Effect that has not been
disclosed herein, in the other Loan Documents or in a report, financial
statement, exhibit, schedule, disclosure letter or other writing furnished to
the Lender for use in connection with the transactions contemplated hereby or
thereby.

        5.12  CAPITALIZATION. As of the date indicated, the capital structure
and ownership of the Credit Parties are correctly described on SCHEDULE 5.12. As
of the Effective Time, the authorized, issued

                                     - 38 -
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and outstanding capital stock of the Credit Parties consists of the capital
stock described on SCHEDULE 5.12, all of which is duly and validly issued and
outstanding, fully paid and nonassessable. Except as set forth on SCHEDULE 5.12,
as of the date hereof, (x) there are no outstanding Equity Rights with respect
to any Credit Party and, (y) there are no outstanding obligations of any Credit
Party to repurchase, redeem, or otherwise acquire any shares of capital stock of
or other interest in any Credit Party, nor are there any outstanding obligations
of any Credit Party to make payments to any Person, such as "phantom stock"
payments, where the amount thereof is calculated with reference to the fair
market value or equity value of any Credit Party.

        5.13  SUBSIDIARIES.

              (a)   Set forth on SCHEDULE 5.13 is a complete and correct list of
all Subsidiaries of ARC as of the date hereof, together with, for each such
Subsidiary, (i) the jurisdiction of organization of such Subsidiary, (ii) each
Person holding ownership interests in such Subsidiary and (iii) the nature of
the ownership interests held by each such Person and the percentage of ownership
of such Subsidiary represented by such ownership interests. Except as disclosed
in SCHEDULE 5.13, (x) ARC and its respective Subsidiaries owns, free and clear
of Liens (other than Liens permitted hereunder), and has the unencumbered right
to vote, all outstanding ownership interests in each Person shown to be held by
it in SCHEDULE 5.13, (y) all of the issued and outstanding capital stock of each
such Person organized as a corporation is validly issued, fully paid and
nonassessable and (z) there are no outstanding Equity Rights with respect to
such Person.

              (b)   Except as set forth on SCHEDULE 8.8, as of the date of this
Agreement no Credit Party is subject to any indenture, agreement, instrument or
other arrangement containing any provision of the type described in Section 8.8
("RESTRICTIVE AGREEMENTS"), other than any such provision the effect of which
has been unconditionally, irrevocably and permanently waived.

        5.14  MATERIAL INDEBTEDNESS, LIENS AND AGREEMENTS.

              (a)   SCHEDULE 5.14 hereto contains a complete and correct list,
as of the date of this Agreement, of all Material Indebtedness or any extension
of credit (or commitment for any extension of credit) to, or guarantee by, any
Credit Party the aggregate principal or face amount of which equals or exceeds
(or may equal or exceed) $100,000, and the aggregate principal or face amount
outstanding or that may become outstanding with respect thereto is correctly
described on SCHEDULE 5.14.

              (b)   SCHEDULE 5.14 hereto is a complete and correct list, as of
the date of this Agreement, of each Lien (other than the Liens in favor of the
Lender) securing Indebtedness of any Person and covering any property of the
Credit Parties, and the aggregate Indebtedness secured (or which may be secured)
by each such Lien and the Property covered by each such Lien is correctly
described in the appropriate part of SCHEDULE 5.14.

              (c)   SCHEDULE 5.14 hereto is a complete and correct list, as of
the date of this Agreement, of each contract and arrangement to which any Credit
Party is a party for which breach, nonperformance, cancellation or failure to
renew would have a Material Adverse Effect other than purchase orders made in
the ordinary course of business and subject to customary terms.

              (d)   To the extent requested by Lender, true and complete copies
of each agreement listed on the appropriate part of SCHEDULE 5.14 have been
delivered to the Lender, together with all amendments, waivers and other
modifications thereto. All such agreements are valid, subsisting, in full force
and effect, are currently binding and will continue to be binding upon each
Credit Party that is a party thereto and, to the best knowledge of the Credit
Parties, binding upon the other parties thereto in

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accordance with their terms. The Credit Parties are not in default under any
such agreements, which default could have a Material Adverse Effect.

        5.15  FEDERAL RESERVE REGULATIONS. No Credit Party is engaged
principally or as one of its important activities in the business of extending
credit for the purpose of purchasing or carrying margin stock (as defined in
Regulation U of the Board). The making of the Loans hereunder, the use of the
proceeds thereof as contemplated hereby, and the security arrangements
contemplated by the Loan Documents, will not violate or be inconsistent with any
of the provisions of Regulations T, U, or X of the Board of Governors of the
Federal Reserve System.

        5.16  SOLVENCY.  As of the Effective Time and after giving effect to the
initial Loans hereunder, the consummation of the Subordinated Debt Financing and
the other transactions contemplated hereby:

              (a)   the aggregate value of all properties of ARC and its
Subsidiaries at their present fair saleable value on a going concern basis
(I.E., the amount that may be realized within a reasonable time, considered to
be six months to one year, either through collection or sale at the regular
market value, conceiving the latter as the amount that could be obtained for
such properties within such period by a capable and diligent businessman from an
interested buyer who is willing to purchase under ordinary selling conditions),
exceed the amount of all the debts and liabilities (including contingent,
subordinated, unmatured and unliquidated liabilities) of ARC and its
Subsidiaries;

              (b)   ARC and its Subsidiaries will not, on a consolidated basis,
have an unreasonably small capital with which to conduct their business
operations as heretofore conducted; and

              (c)   ARC and its Subsidiaries will have, on a consolidated basis,
sufficient cash flow to enable them to pay their debts as they mature.

        5.17  FORCE MAJEURE. Since December 31, 2000, the business, properties
and other assets of the Credit Parties have not been materially and adversely
affected in any way as the result of any fire or other casualty, strike, lockout
or other labor trouble, embargo, sabotage, confiscation, contamination, riot,
civil disturbance, activity of armed forces or act of God.

        5.18  ACCOUNTS RECEIVABLE. The Lender may rely, in determining which
accounts receivable are Eligible Accounts, on all statements and representations
made by the Credit Parties with respect to such accounts receivable. Unless
otherwise indicated to the Lender in writing:

              (a)   Each account receivable is genuine and in all respects what
it purports to be, and it is not evidenced by a judgment;

              (b)   Each account receivable arises out of a completed, bona fide
sale and delivery of goods or rendition of services by a Credit Party in the
ordinary course of its business and in accordance with the terms and conditions
of all purchase orders, contracts or other documents relating thereto and
forming a part of the contract between such Credit Party and the account debtor,
and, in the case of goods, title to the goods has passed from the Credit Party
to the account debtor;

              (c)   Each account receivable is for a liquidated amount maturing
as stated in the duplicate invoice covering such sale or rendition of services,
a copy of which has been furnished or is available to the Lender;

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              (d)   Each account receivable, and the Lender's security interest
therein, is not, and will not (by voluntary act or omission of the Credit
Parties) be in the future, subject to any offset, Lien, deduction, defense,
dispute, counterclaim or any other adverse condition except for disputes
resulting in returned goods where the amount in controversy is deemed by the
Lender to be immaterial, and each such account receivable is absolutely owing to
one of the Credit Parties and is not contingent in any respect or for any
reason;

              (e)   No Credit Party has made any agreement with any account
debtor for any extension, compromise, settlement or modification of any account
receivable or any deduction therefrom, except discounts or allowances which are
granted by the Credit Parties in the ordinary course of their businesses for
prompt payment and which are reflected in the calculation of the net amount of
each respective invoice related thereto and are reflected in the Borrowing Base
Certificates and Collateral Update Certificates furnished to the Lender
hereunder;

              (f)   To the best knowledge of the Credit Parties, the account
debtor under each account receivable had the capacity to contract at the time
any contract or other document giving rise to an account receivable was executed
and such account debtor is not insolvent; and

              (g)   To the best knowledge of the Credit Parties, there are no
proceedings or actions which are threatened or pending against any account
debtor which might result in any material adverse change in such account
debtor's financial condition or the collectibility of any account receivable.

        5.19  LABOR AND EMPLOYMENT MATTERS.

              (a)   Except as set forth on SCHEDULE 5.19 as of the Effective
Time, and thereafter with respect to which such would have a Material Adverse
Effect, (A) no employee of the Credit Parties is represented by a labor union,
no labor union has been certified or recognized as a representative of any such
employee, and the Credit Parties do not have any obligation under any collective
bargaining agreement or other agreement with any labor union or any obligation
to recognize or deal with any labor union, and there are no such contracts or
other agreements pertaining to or which determine the terms or conditions of
employment of any employee of the Credit Parties; (B) there are no pending or
threatened representation campaigns, elections or proceedings; (C) the Credit
Parties do not have knowledge of any strikes, slowdowns or work stoppages of any
kind, or threats thereof, and no such activities occurred during the 24-month
period preceding the date hereof; (D) no Credit Party has engaged in, admitted
committing or been held to have committed any unfair labor practice; and (E)
there are no controversies or grievances between any Credit Party and any of its
employees or representatives thereof.

              (b)   Except as set forth on SCHEDULE 5.19, the Credit Parties
have at all times complied in all material respects, and are in material
compliance with, all applicable laws, rules and regulations respecting
employment, wages, hours, compensation, benefits, and payment and withholding of
taxes in connection with employment.

              (c)   Except as set forth on SCHEDULE 5.19, except as could not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect, the Credit Parties have at all times complied with, and are in
compliance with, all applicable laws, rules and regulations respecting
occupational health and safety, whether now existing or subsequently amended or
enacted, including, without limitation, the Occupational Safety & Health Act of
1970, 29 U.S.C. Section 651 et seq. and the state analogies thereto, all as
amended or superseded from time to time, and any common law doctrine relating to
worker health and safety.

                                     - 41 -
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        5.20  BANK ACCOUNTS. SCHEDULE 5.20 lists all banks and other financial
institutions at which any Credit Party maintains deposits and/or other accounts
as of the Closing Date, and such Schedule correctly identifies the name and
address of each depository, the name in which the account is held, a description
of the purpose of the account, and the complete account number.

                                    ARTICLE 6

                                   CONDITIONS

        6.1   EFFECTIVE TIME. The obligations of the Lender to make Loans and of
the Issuing Lender to issue Letters of Credit hereunder shall not become
effective until the date on which each of the following conditions is satisfied
(or waived in accordance with Section 10.2):

              (a)   COUNTERPARTS OF AGREEMENT. The Lender shall have received
from each party hereto either (i) a counterpart of this Agreement signed on
behalf of such party or (ii) written evidence satisfactory to the Lender (which
may include telecopy transmission of a signed signature page of this Agreement)
that such party has signed a counterpart of this Agreement.

              (b)   NOTE. The Lender shall have received a duly completed and
executed Revolving Credit Note.

              (c)   PLEDGE AGREEMENT. The Lender shall have received from each
party thereto (i) a counterpart of the Pledge Agreement signed on behalf of such
party or (ii) written evidence satisfactory to the Lender that such party has
signed a counterpart thereof.

              (d)   ORGANIZATIONAL STRUCTURE. The corporate organizational
structure, capitalization and ownership of the Credit Parties, shall be as set
forth on SCHEDULES 5.12 and 5.13 annexed hereto.

              (e)   EXISTENCE AND GOOD STANDING. The Lender shall have received
such documents and certificates as the Lender or Special Counsel may reasonably
request relating to the organization, existence and good standing of each Credit
Party, the authorization of the transactions contemplated hereby and any other
legal matters relating to the Credit Parties, this Agreement or the other Loan
Documents, all in form and substance reasonably satisfactory to the Lender and
Special Counsel.

              (f)   SECURITY INTERESTS IN PERSONAL AND MIXED PROPERTY. The
Lender shall have received evidence satisfactory to it that the Credit Parties
shall have taken or caused to be taken all such actions, executed and delivered
or caused to be executed and delivered all such agreements, documents and
instruments and made or caused to be made all such filings and recordings (other
than filings or recordings to be made by the Lender on or after the Closing
Date) that may be necessary or, in the opinion of the Lender, desirable in order
to create in favor of the Lender, valid and (upon such filing and recording)
perfected First Priority security interests in the entire personal and mixed
property Collateral.

              (g)   [RESERVED.]

              (h)   LEASES; LANDLORD'S WAIVERS AND CONSENTS. In the case of each
Material Leasehold Property existing as of the Closing Date, copies of the
lease, and all amendments thereto, between the Credit Party and the landlord or
tenant party thereto, together with a Landlord's Waiver and Consent with respect
thereto and where required by the terms of any lease, the consent of the
mortgagee, ground lessor or other party.

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              (i)   EVIDENCE OF INSURANCE. The Lender shall have received
certificates from the Credit Parties' insurance brokers that all insurance
required to be maintained pursuant to Section 7.5 is in full force and effect
and that the Lender has been named as additional insured or loss payee
thereunder to the extent required under Section 7.5.

              (j)   NECESSARY GOVERNMENTAL PERMITS, LICENSES AND AUTHORIZATIONS
AND CONSENTS; ETC. The Credit Parties shall have obtained all other permits,
licenses, authorizations and consents from all other Governmental Authorities
and all consents of other Persons with respect to Material Indebtedness, Liens
and material agreements listed on SCHEDULE 5.14 (and so identified thereon)
annexed hereto, in each case that are necessary or advisable in connection with
the transactions contemplated by the Loan Documents, and each of the foregoing
shall be in full force and effect, in each case other than those the failure to
obtain or maintain which, either individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect. No action, request for
stay, petition for review or rehearing, reconsideration or appeal with respect
to any of the foregoing shall be pending, and the time for any applicable
Governmental Authority to take action to set aside its consent on its own motion
shall have expired.

              (k)   SUBORDINATED DEBT FINANCING. Prior to the Effective Time,
the Lender shall have received evidence that the Subordinated Debt Financing
shall have been consummated pursuant to documentation in form and substance
satisfactory to the Lender, and that the Borrowers have received cash proceeds
from the Subordinated Debt Financing in an aggregate amount of $10,000,000 and
that the Borrowers have deposited such cash proceeds into an account of the
Borrowers maintained with the Cash Management Bank.

              (l)   SUBORDINATION AGREEMENT. The Lender shall have received from
each party thereto (i) a counterpart of the Subordination and Intercreditor
Agreement signed on behalf of such party or (ii) written evidence satisfactory
to the Lender that such party has signed a counterpart thereof.

              (m)   EXISTING DEBT; LIENS. The Lender shall have received
evidence that all principal, interest, and other amounts owing in respect of all
Existing Debt of the Credit Parties (other than Indebtedness permitted to remain
outstanding in accordance with Section 8.1 hereof) will be repaid in full as of
the Effective Time, and that with respect to all Indebtedness permitted to
remain outstanding in accordance with Section 8.1 hereof, any defaults or events
of default existing as of the Closing Date with respect to such Indebtedness
will be cured or waived immediately following the funding of the initial Loans.
The Lender shall have received evidence that, as of the Effective Time, the
Property of the Credit Parties is not subject to any Liens (other than Liens
permitted to remain outstanding in accordance with Section 8.2 hereof).

              (n)   TAKEOVER EXAMINATION. The Lender shall have completed, to
its satisfaction, an examination of the Borrowers' books and records relating to
Borrowers' accounts receivable, and such examination shall confirm (i) that
since the date of the immediately preceding field examination conducted by the
Lender, there has been no material change in the accounts receivable to be
included in the Borrowing Base on the Closing Date, and (ii) the amount of
Excess Availability as of the Closing Date.

              (o)   FINANCIAL STATEMENTS; PROJECTIONS. The Lender shall have
received the certified financial statements and projections referred to in
Section 5.4 hereof and the same shall be satisfactory to the Lender in its sole
discretion and not inconsistent with the information previously provided to the
Lender.

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              (p)   SOLVENCY CERTIFICATE. The Lender shall have received a
certificate, substantially in the form of EXHIBIT J hereto, dated the Closing
Date and signed by a Designated Financial Officer.

              (q)   FINANCIAL OFFICER CERTIFICATE. The Lender shall have
received a certificate, dated the Closing Date and signed by a Designated
Financial Officer, confirming compliance with the conditions set forth in
paragraphs (a) and (c) of Section 6.2 at the Effective Time.

              (r)   NO MATERIAL ADVERSE CHANGE. There shall have occurred no
material adverse change (in the commercially reasonable opinion of the Lender)
in the businesses, operations, properties (including tangible properties), or
conditions (financial or otherwise), assets, liabilities or income of the Credit
Parties, taken as a whole.

              (s)   OPINION OF COUNSEL TO THE CREDIT PARTIES. The Lender shall
have received favorable written opinions (addressed to the Lender and dated the
Closing Date) of McDermott, Will & Emery, counsel to the Credit Parties,
substantially in the form of EXHIBIT I annexed hereto and covering such matters
relating to the Credit Parties, this Agreement, the other Loan Documents or the
transactions contemplated hereby as the Lender shall reasonably request.

              (t)   BORROWING BASE AND COLLATERAL UPDATE CERTIFICATES. A
Designated Financial Officer shall have executed and delivered to the Lender a
Borrowing Base Certificate substantially in the form of EXHIBIT B-1 annexed
hereto, which Borrowing Base Certificate shall show Excess Availability of not
less than $1 (after giving effect to the payment of all sums and expenses, the
issuance of all Letters of Credit and the funding of all Loans to be paid,
issued or funded at the Effective Time), and a Collateral Update Certificate
substantially in the form of EXHIBIT B-2 annexed hereto.

              (u)   LOCKBOX ACCOUNTS/CONTROLLED ACCOUNTS. The Credit Parties
shall have established such Lock Box Accounts and Controlled Accounts with the
Cash Management Bank and such other financial institutions as may be approved by
the Lender as required in accordance with Section 4.3 hereof, and shall have
entered into all Lockbox Agreements and/or Control Agreements as shall be
required by the Lender.

              (v)   FEES AND EXPENSES. The Lender and the Issuing Lender shall
have received all fees and other amounts due and payable to such Person and
Special Counsel at or prior to the Effective Time, including, to the extent
invoiced, reimbursement or payment of all out-of-pocket expenses required to be
reimbursed or paid by the Borrower hereunder.

              (w)   OTHER DOCUMENTS. The Lender shall have received all material
contracts, instruments, opinions, certificates, assurances and other documents
as the Lender or Special Counsel shall have reasonably requested and the same
shall be reasonably satisfactory to each of them.

        6.2   EACH EXTENSION OF CREDIT. The obligation of the Lender to make a
Loan on the occasion of any Borrowing, and of the Issuing Lender to issue,
amend, renew or extend any Letter of Credit, is subject to the satisfaction of
the following conditions:

              (a)   REPRESENTATIONS AND WARRANTIES. The representations and
warranties of each Credit Party set forth in this Agreement and the other Loan
Documents shall be true and correct in all material respects on and as of the
date of such Borrowing, or (as applicable) the date of issuance, amendment,
renewal or extension of such Letter of Credit, both before and after giving
effect thereto and to the use of the proceeds thereof (or, if any such
representation or warranty is expressly stated to have been made as of a
specific date, such representation or warranty shall be or have been true and
correct as

                                     - 44 -
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of such specific date and provided that, to the extent any change in
circumstances expressly permitted by this Agreement causes any representation
and warranty set forth herein to no longer be true, such representation and
warranty shall be deemed modified to reflect such change in circumstances).

              (b)   EXCESS AVAILABILITY. The Borrowers' shall have Excess
Availability of not less than $1 after giving effect to the funding of such
requested Loan or the issuance of such requested Letter of Credit.

              (c)   NO DEFAULTS. At the time of, and immediately after giving
effect to, such Borrowing, or (as applicable) the date of issuance, amendment,
renewal or extension of such Letter of Credit, no Default shall have occurred
and be continuing.

                                    ARTICLE 7

                              AFFIRMATIVE COVENANTS

        Until the Revolving Credit Commitment has expired or been terminated and
the principal of and interest on each Loan and all fees payable hereunder shall
have been paid in full and all Letters of Credit shall have expired or
terminated and all LC Disbursements shall have been reimbursed, each Credit
Party covenants and agrees with the Lender that:

        7.1   FINANCIAL STATEMENTS AND OTHER INFORMATION. The Credit Parties
will furnish to the Lender:

              (a)   as soon as available and in any event within 90 days after
the end of each fiscal year of the Credit Parties:

                    (i)  consolidated statements of operations, shareholders'
        equity and cash flows of ARC and its Subsidiaries for such fiscal year
        and the related consolidated balance sheets of ARC and its Subsidiaries
        as at the end of such fiscal year, setting forth in each case in
        comparative form the corresponding consolidated figures for the
        preceding fiscal year, and

                    (ii) an opinion of independent certified public accountants
        of recognized national standing (without a "going concern" or like
        qualification or exception and without any qualification or exception as
        to the scope of such audit) stating that the consolidated financial
        statements referred to in the preceding clause (i) fairly present in all
        material respects the consolidated financial condition and results of
        operations of ARC and its Subsidiaries as at the end of, and for, such
        fiscal year in accordance with GAAP.

              (b)   as soon as available and in any event within 45 days after
the end of each fiscal quarter of the Credit Parties:

                    (i)  consolidated statements of operations, shareholders'
        equity and cash flows of ARC and its Subsidiaries for such fiscal
        quarter and for the period from the beginning of the respective fiscal
        year to the end of such fiscal quarter, and the related consolidated
        balance sheets of ARC and its Subsidiaries as at the end of such period,
        setting forth in each case in comparative form the corresponding
        consolidated figures for the corresponding period in the preceding
        fiscal year (except that, in the case of balance sheets, such comparison
        shall be to the last day of the prior fiscal year), and the
        corresponding figures for the forecasts most recently delivered to the
        Lender for such period, and

                                     - 45 -
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                    (ii) a certificate of a Designated Financial Officer, which
        certificate shall state that said consolidated financial statements
        referred to in the preceding clause (i) fairly present in all material
        respects the financial condition and results of operations of the Credit
        Parties, in each case in accordance with GAAP, consistently applied, as
        at the end of, and for, such period (subject to normal year-end audit
        adjustments and the omission of footnotes);

              (c)   as soon as available and in any event within 30 days after
the end of each month:

                    (i)  consolidated statements of operations, shareholders'
        equity and cash flows of ARC and its Subsidiaries for such month and for
        the period from the beginning of the respective fiscal year to the end
        of such month, and the related consolidated balance sheets of ARC and
        its Subsidiaries as at the end of such period, setting forth in each
        case in comparative form the corresponding consolidated figures for the
        corresponding period in the preceding fiscal year, and the corresponding
        figures for the forecasts most recently delivered to the Lender for such
        period, and

                    (ii) a certificate of a Designated Financial Officer, which
        certificate shall state that said consolidated financial statements
        referred to in the preceding clause (i) fairly present in all material
        respects the financial condition and results of operations of the Credit
        Parties, in each case in accordance with GAAP, consistently applied, as
        at the end of, and for, such period (subject to normal year-end audit
        adjustments and the omission of footnotes);

              (d)   concurrently with any delivery of (i) the audited financial
statements under clause (a) above, and (ii) the quarterly financial statements
under clause (b) above, a Compliance Certificate duly executed by a Designated
Financial Officer;

              (e)   as soon as available and in any event within fifteen (15)
days after the end of each month with respect to such month (or more frequently
if requested by the Lender), (i) a Collateral Update Certificate in the form
attached hereto as EXHIBIT B-2, (ii) an Accounts Receivable/Loan Reconciliation
Report in the form attached hereto as EXHIBIT B-3, (iii) a summary accounts
payable listing or summary open listing, and (iv) such other information
relating to the Collateral as the Lender shall reasonably request, in each case,
accompanied by such supporting detail and documentation as the Lender shall
reasonably request;

              (f)   as soon as available and in any event no later than
2:00 p.m.(Boston time) of the first Business Day of each week, a Borrowing Base
Certificate in the form attached hereto as EXHIBIT B-1 (together with a
supporting summary accounts receivable aging report), with respect to the
Collateral of the Borrowers as of the close of business on the last Business Day
of the immediately preceding week, together with such other information relating
to the Collateral as the Lender shall reasonably request, and accompanied by
such supporting detail and documentation as the Lender shall reasonably request;

              (g)   as soon as available and in any event within 30 days after
the beginning of the fiscal year of the Credit Parties, statements of forecasted
consolidated income and cash flows for the Credit Parties for each fiscal month
in such fiscal year and a forecasted consolidated balance sheet of the Credit
Parties as of the last day of each fiscal month in such fiscal year, and a
comparison of the projected Excess Availability as of the last day of each
fiscal month in such fiscal year, together with supporting assumptions which
were reasonable when made, all prepared in good faith in reasonable detail and
consistent with the Credit Parties' past practices in preparing projections and
otherwise reasonably satisfactory in scope to the Lender;

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              (h)   promptly upon receipt thereof, copies of all management
letters and accountants' letters received by the Credit Parties; and

              (i)   promptly following any request therefor, such other
information regarding the operations, business affairs and financial condition
of the Credit Parties, or compliance with the terms of this Agreement, as the
Lender may reasonably request.

        7.2   NOTICES OF MATERIAL EVENTS. The Credit Parties will furnish to the
Lender prompt written notice of the following:

              (a)   the occurrence of any Default;

              (b)   the filing or commencement of any action, suit or proceeding
by or before any arbitrator or Governmental Authority against or affecting any
Credit Party or Affiliate that could reasonably be expected to result in a
Material Adverse Effect;

              (c)   the occurrence of any ERISA Event related to the Plan of any
Credit Party or knowledge after due inquiry of any ERISA Event related to a Plan
of any other ERISA Affiliate that, alone or together with any other ERISA Events
that have occurred, could reasonably be expected to result in liability of the
Credit Parties in an aggregate amount exceeding $100,000;

              (d)   the existence of any Lien on any Property or Asset of the
Credit Parties other than a Permitted Lien; and

              (e)   any other development that results in, or could reasonably
be expected to result in, a Material Adverse Effect. Each notice delivered under
this Section 7.2 shall be accompanied by a statement of a Designated Financial
Officer setting forth the details of the event or development requiring such
notice and any action taken or proposed to be taken with respect thereto.

        7.3   EXISTENCE; CONDUCT OF BUSINESS. Each Credit Party shall do or
cause to be done all things necessary to preserve, renew and keep in full force
and effect its legal existence and the rights, licenses, permits, privileges and
franchises material to the conduct of its business; PROVIDED that the foregoing
shall not prohibit any merger, consolidation, liquidation, dissolution or any
discontinuance or sale of such business permitted under Section 8.4.

        7.4   PAYMENT OF OBLIGATIONS. Each Credit Party shall pay its
obligations, including Tax liabilities, that, if not paid, could result in a
Material Adverse Effect before the same shall become delinquent or in default,
except where (a) the validity or amount thereof is being contested in good faith
by appropriate proceedings, (b) such Credit Party has set aside on its books
adequate reserves with respect thereto in accordance with GAAP, which reserves
shall be acceptable to Lender, and (c) the failure to make payment pending such
contest could not reasonably be expected to result in a Material Adverse Effect.

        7.5   MAINTENANCE OF PROPERTIES; INSURANCE. Each Credit Party shall (a)
keep and maintain all property material to the conduct of its business in good
working order and condition, ordinary wear and tear excepted, and (b) maintain
insurance, with financially sound and reputable insurance companies, as may be
required by law and such other insurance in such amounts and against such risks
as are customarily maintained by companies engaged in the same or similar
businesses operating in the same or

                                     - 47 -
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similar locations, including, without limitation, business interruption and
product liability insurance. Without limiting the generality of the foregoing,
the Credit Parties will maintain or cause to be maintained replacement value
casualty insurance on the Collateral under such policies of insurance, in each
case with such insurance companies, in such amounts, with such deductibles, and
covering such terms and risks as are at all times satisfactory to the Lender in
its commercially reasonable judgment. All general liability and other liability
policies with respect to the Credit Parties shall name the Lender as an
additional insured thereunder as its interests may appear, and all business
interruption and casualty insurance policy shall contain a loss payable clause
or endorsement, satisfactory in form and substance to the Lender that names the
Lender as the loss payee thereunder. All policies of insurance shall provide for
at least 30 days prior written notice to the Lender of any modifications or
cancellation of such policy.

        7.6   BOOKS AND RECORDS; INSPECTION RIGHTS. Each Credit Party shall keep
proper books of record and account in which entries are made of all dealings and
transactions in relation to its business and activities which fairly record such
transactions and activities. Each Credit Party shall permit any representatives
designated by the Lender to visit and inspect its properties, to examine and
make extracts from its books and records, and to discuss its affairs, finances
and condition with its officers and independent accountants as frequently as the
Lender deems appropriate PROVIDED that, so long as no Default has occurred and
is continuing, such visits shall be on reasonable prior notice, at reasonable
times during regular business hours of such Credit Party and shall not occur
more frequently than four (4) times during any twelve-month period, and PROVIDED
FURTHER that after the occurrence and during the continuance of any Default, the
Lender may visit at any reasonable times and as often as the Lender deems
necessary or appropriate. The Borrowers shall reimburse the Lender for all
examination and inspections costs, internal costs at the rate of $800 per
man-day, plus all out-of-pocket expenses incurred in connection with such
inspections.

        7.7   FISCAL YEAR. To enable the ready and consistent determination of
compliance with the covenants set forth in Section 8.10 hereof, the Credit
Parties shall maintain their current fiscal year and current method of
determining the last day of the first three fiscal quarters in each fiscal year.

        7.8   COMPLIANCE WITH LAWS; ETC. Each Credit Party shall comply with (i)
all permits, licenses and authorizations, including, without limitation,
environmental permits, licenses and authorizations, issued by a Governmental
Authority, (ii) all laws, rules, regulations and orders including, without
limitation, Environmental Laws, of any Governmental Authority and (iii) all
contractual obligations, in each case applicable to it or its Property, except
where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

        7.9   USE OF PROCEEDS. The proceeds of the Loans will be used only for
(i) the refinancing of existing senior secured indebtedness of the Borrowers,
(ii) fees and expenses incurred in connection with the transactions contemplated
by this Agreement, and (iii) general corporate and working capital purposes of
the Credit Parties. No part of the proceeds of any Loan will be used, whether
directly or indirectly, for any purpose that entails a violation of any of the
Regulations of the Board, including Regulations T, U and X.

        7.10  CERTAIN OBLIGATIONS RESPECTING SUBSIDIARIES. Each Credit Party
will take such action from time to time as shall be necessary to ensure that the
percentage of the issued and outstanding shares of capital stock of any class or
character owned by it in any Subsidiary on the date hereof is not at any time
decreased, other than by reason of transfers to one of the Borrowers.

        7.11  ERISA. Except where a failure to comply with any of the following,
individually or in the aggregate, would not or could not reasonably be expected
to result in a Material Adverse Effect, (i) the Credit Parties will maintain,
and cause each ERISA Affiliate to maintain, each Plan in compliance

                                      - 48 -
<Page>

with all applicable requirements of ERISA and of the Code and with all
applicable rulings and regulations issued under the provisions of ERISA and of
the Code and (ii) the Credit Parties will not and, to the extent authorized,
will not permit any of the ERISA Affiliates to (a) engage in any transaction
with respect to any Plan which would subject any Credit Party to either a civil
penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section
4975 of the Code, (b) fail to make full payment when due of all amounts which,
under the provisions of any Plan, any Credit Party or any ERISA Affiliate is
required to pay as contributions thereto, or permit to exist any accumulated
funding deficiency (as such term is defined in Section 302 of ERISA and Section
412 of the Code), whether or not waived, with respect to any Pension Plan or (c)
fail to make any payments to any Multiemployer Plan that any Credit Party or any
of the ERISA Affiliates may be required to make under any agreement relating to
such Multiemployer Plan or any law pertaining thereto.

        7.12  ENVIRONMENTAL MATTERS; REPORTING. The Credit Parties will observe
and comply with, and cause each Subsidiary to observe and comply with all
Environmental Laws to the extent non-compliance could reasonably be expected to
have a Material Adverse Effect. The Credit Parties will give the Lender prompt
written notice of any violation as to any Environmental Law by any Credit Party
and of the commencement of any judicial or administrative proceeding relating to
Environmental Laws (a) in which an adverse result would have a material adverse
effect on any operating permits, air emission permits, water discharge permits,
hazardous waste permits or other environmental permits held by any Credit Party,
or (b) which will, or is likely to, have a Material Adverse Effect on such
Credit Party or which will require a material expenditure by such Credit Party
to cure any alleged problem or violation.

        7.13  MATTERS RELATING TO ADDITIONAL LEASEHOLD COLLATERAL. From and
after the Effective Time, in the event that any Credit Party enters into any
lease with respect to any Material Leasehold Property, the Credit Parties shall
deliver to the Lender copies of the lease, and all amendments thereto, between
the Credit Party and the landlord or tenant, together with a Landlord's Waiver
and Consent with respect thereto and where required by the terms of any lease,
the consent of the mortgagee, ground lessor or other party.

        7.14  CASH DEPOSITS/BANK ACCOUNTS. The Credit Parties shall take all
actions necessary to maintain, preserve and protect the rights and interests of
the Lender with respect to all cash deposits of the Credit Parties and all other
proceeds of Collateral and shall not, without the Lender's prior written
consent, open any deposit or other bank account, or instruct any account debtor
to make payment to any account other than to an established dominion account,
Lock Box Account or other Controlled Account under the Lender's control;
PROVIDED that so long as no Event of Default shall have occurred and be
continuing, the Credit Parties shall be permitted to maintain (i) payroll
accounts not subject to the Lender's control so long as the aggregate amount of
funds on deposit in all such payroll accounts does not materially exceed
estimated payroll for the next payroll period, and (ii) local bank accounts not
subject to the Lender's control so long as (x) the aggregate amount of funds on
deposit in all such local banks accounts does not exceed $25,000 during any
period of more than 72 consecutive hours, and (y) the aggregate amount of funds
on deposit in any such local bank account does not exceed $2,500 during any
period of more than 72 consecutive hours.

        7.15  ACCOUNTING TRANSITION. Promptly and in any event within sixty (60)
days from the Closing Date, the Borrowers shall modify their accounting systems
to separately report Eligible Accounts and Restricted Product Line Accounts.

        7.16  MINIMUM EXCESS AVAILABILITY. The Borrowers shall maintain Excess
Availability at all times of not less than $1.

                                     - 49 -
<Page>

                                    ARTICLE 8

                               NEGATIVE COVENANTS

        Until the Revolving Credit Commitment has expired or terminated and the
principal of and interest on each Loan and all fees payable hereunder have been
paid in full and all Letters of Credit shall have expired or terminated and all
LC Disbursements shall have been reimbursed, each Credit Party covenants and
agrees with the Lender that:

        8.1   INDEBTEDNESS. The Credit Parties will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Indebtedness,
except:

              (a)   Indebtedness created hereunder;

              (b)   Existing Debt on the Closing Date which is set forth in
SCHEDULE 8.1 and has been designated on such schedule as Indebtedness that will
remain outstanding following the funding of the initial Loans, and any
extension, renewal, refunding or replacement of any such Indebtedness that does
not increase the principal amount thereof;

              (c)   Intercompany loans among the Credit Parties;

              (d)   other Indebtedness incurred after the Closing Date
(determined on a consolidated basis without duplication in accordance with GAAP)
consisting of Capital Lease Obligations and/or secured by Liens permitted under
Section 8.2(h), in an aggregate principal amount at any time outstanding not in
excess of $100,000;

              (e)   Subordinated Indebtedness; and

              (f)   Guarantees permitted under section 8.3.

        8.2   LIENS. The Credit Parties will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on any Property
or asset now owned or hereafter acquired by it, or assign or sell any income or
revenues (including accounts receivable) or rights in respect of any thereof,
except (the following being called "PERMITTED LIENS"):

              (a)   Liens created hereunder or under the other Loan Documents;

              (b)   any Lien on any property or asset of any Credit Party
existing on the date hereof and set forth in SCHEDULE 8.1 (excluding, however,
following the making of the initial Loans hereunder, the Liens in favor of any
Person other than the Lender securing Indebtedness not designated on said
schedule as Indebtedness to remain outstanding following the funding of the
initial Loans), PROVIDED that (i) such Lien shall not apply to any other
property or asset of any Credit Party and (ii) such Lien shall secure only those
obligations which it secures on the date hereof and extensions, renewals and
replacements thereof that do not increase the outstanding principal amount
thereof;

              (c)   Liens imposed by any Governmental Authority for taxes,
assessments or charges not yet delinquent or (in the case of property taxes and
assessments not exceeding $100,000 in the aggregate more than 90 days overdue)
which are being contested in good faith and by appropriate proceedings if
adequate reserves with respect thereto are maintained on the books of the
applicable Credit Party in accordance with GAAP and which reserves shall be
acceptable to the Lender;

                                     - 50 -
<Page>

              (d)   landlords', carriers', warehousemen's, mechanics',
materialmen's, repairmen's or other like Liens, and vendors' Liens imposed by
statute or common law not securing the repayment of Indebtedness, arising in the
ordinary course of business which are not overdue for a period of more than 60
days or which are being contested in good faith and by appropriate proceedings
and Liens securing judgments (including, without limitation, pre-judgment
attachments) but only to the extent for an amount and for a period not resulting
in an Event of Default under Section 9.1(j) hereof;

              (e)   pledges or deposits under worker's compensation,
unemployment insurance and other social security legislation and pledges or
deposits to secure the performance of bids, tenders, trade contracts (other than
for borrowed money), leases (other than capital leases), utility purchase
obligations, statutory obligations, surety and appeal bonds, performance bonds
and other obligations of a like nature incurred in the ordinary course of
business;

              (f)   easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business and encumbrances
consisting of zoning restrictions, easements, licenses, restrictions on the use
of Property or minor imperfections in title thereto which, in the aggregate, are
not material in amount, and which do not, in the aggregate, materially detract
from the value of the Property of any Credit Party or materially interfere with
the ordinary conduct of the business of any Credit Party;

              (g)   Liens consisting of bankers' liens and rights of setoff, in
each case, arising by operation of law, and Liens on documents presented in
letter of credit drawings; and

              (h)   Liens on fixed or capital assets, including real or personal
property, acquired, constructed or improved by any Credit Party, PROVIDED that
(A) such Liens secure Indebtedness (including Capital Lease Obligations)
permitted by Section 8.1(d), (B) such Liens and the Indebtedness secured thereby
are incurred prior to or within 90 days after such acquisition or the completion
of such construction or improvement or were in effect at the time the Credit
Parties acquired the assets or stock, (C) the Indebtedness secured thereby does
not exceed the cost of acquiring, constructing or improving such fixed or
capital assets, and (D) such security interests shall not apply to any other
property or assets of the Credit Parties or Subsidiary.

        8.3   CONTINGENT LIABILITIES. The Credit Parties will not Guarantee the
Indebtedness or other obligations of any Person, or Guarantee the payment of
dividends or other distributions upon the stock of, or the earnings of, any
Person, except:

              (a)   endorsements of negotiable instruments for deposit or
collection or similar transactions in the ordinary course of business;

              (b)   Guarantees and letters of credit in effect on the date
hereof which are disclosed in SCHEDULE 8.1, and any replacements thereof in
amounts not exceeding such Guarantees;

              (c)   Guarantees by one Credit Party of Indebtedness or other
obligations of another Credit Party permitted to be incurred under Sections
8.1(b), (d) or (e); and

              (d)   obligations in respect of Letters of Credit.

        8.4   FUNDAMENTAL CHANGES; ASSET SALES.

              (a)   The Credit Parties will not enter into any transaction of
merger or consolidation or amalgamation, or liquidate, wind up or dissolve
itself (or suffer any liquidation or dissolution). The

                                     - 51 -
<Page>

Credit Parties will not acquire any business or property from, or capital stock
of, or other equity interests in, or be a party to any acquisition of, any
Person except for purchases of property to be used in the ordinary course of
business, Investments permitted under Section 8.5 and Capital Expenditures. The
Credit Parties will not form or acquire any Subsidiary without the express prior
written consent of the Lender.

              (b)   The Credit Parties will not convey, sell, lease, transfer or
otherwise dispose (including any Disposition) of, in one transaction or a series
of transactions, any part of their business or property, whether now owned or
hereafter acquired (including, without limitation, receivables and leasehold
interests, but excluding (x) obsolete or worn-out property (including leasehold
interests), tools or equipment no longer used or useful in their business and
(y) any inventory or other property sold or disposed of in the ordinary course
of business and on ordinary business terms), PROVIDED that the Credit Parties
may sublease real property to the extent such sublease would not interfere with
the operation of the business of the Credit Parties.

              (c)   Notwithstanding the foregoing provisions of this
Section 8.4:

                    (i)  any Credit Party (other than ARC) may be merged or
        combined with or into any Borrower (provided that if such merger
        involves ARC, (x) ARC shall be the surviving entity and (y) no Change of
        Control shall occur); and

                    (ii) any Credit Party may sell, lease, transfer or otherwise
        dispose of any or all of its property (upon voluntary liquidation or
        otherwise) to any Borrower.

        8.5   INVESTMENTS; HEDGING AGREEMENTS.

              (a)   The Credit Parties will not make or permit to remain
outstanding any Investment, except:

                    (i)  Investments consisting of Guarantees permitted by
        Section 8.3(c) and Indebtedness permitted by Section 8.1; Intercompany
        Indebtedness; and capital contributions by any Credit Party to any other
        Credit Party;

                    (ii) Permitted Investments; and

                    (iii)Checking and deposit accounts with banks used in the
        ordinary course of business.

              (b)   The Credit Parties will not enter into any Hedging
Agreement, other than Hedging Agreements entered into in the ordinary course of
business with the prior written consent of the Lender to hedge or mitigate risks
to which the Credit Parties are exposed in the conduct of their business or the
management of their liabilities.

        8.6   RESTRICTED JUNIOR PAYMENTS.

              (a)   The Credit Parties will not declare or make any Restricted
Junior Payment at any time; PROVIDED, HOWEVER, that (i) any Credit Party (other
than ARC) may pay dividends to a Borrower, and (ii) so long as (A) no Payment
Default (as defined below) exists, (B) no Blockage Period (as defined below)
shall be continuing, and (C) no Event of Default shall result from the making of
such payment, ARC may pay or cause to be paid to Wynnchurch and any other
holders from time to time of the

                                     - 52 -
<Page>

Wynnchurch Subordinated Notes, and Wynnchurch and any other holders from time to
time of the Wynnchurch Subordinated Notes may accept and retain regularly
scheduled quarterly payments of interest but no principal in respect of the
Wynnchurch Subordinated Notes on the dates and in the amounts set forth in the
applicable Subordinated Debt Documents; provided that in no event shall the
aggregate amount of interest payments made in respect of the Wynnchurch
Subordinated Notes during any calendar quarter beginning with the calendar
quarter beginning January 1, 2002 and ending with the calendar quarter ending
December 31, 2005 exceed 1.875% of the outstanding principal balance of the
Wynnchurch Subordinated Notes without the prior written consent of the Lender,
except that if (1) the Lender has received a Compliance Certificate indicating
that the Borrowers are in compliance with Section 8.10(b) for the period from
January 1, 2002 through June 30, 2002 or any other two consecutive fiscal
quarters following the Effective Time, (2) no Payment Default exists, (3) no
Blockage Period shall have commenced and be continuing, (4) no Event of Default
shall result from the making of such payment, and (5) prior to such payment, the
Borrowers shall have delivered evidence to the Lender that after giving effect
to such payment, Excess Availability shall equal or exceed $5,000,000, the
aggregate amount of interest payments made in respect of the Wynnchurch
Subordinated Notes during any calendar quarter may total up to (x) 4.50% of the
outstanding principal balance of the Wynnchurch Subordinated Notes PLUS (y) the
amount of prior interest payments that were not paid in respect of the
Wynnchruch Subordinated Notes as a result of the prior existence of a Payment
Default or prior commencement of a Blockage Period. Notwithstanding anything to
the contrary set forth herein, beginning with the calendar quarter beginning
January 1, 2006, so long as no Payment Default exists, no Blockage Period shall
have commenced and be continuing, and no Event of Default shall result from the
making of such payment, ARC may pay or cause to be paid to Wynnchurch and any
other holder of the Wynnchurch Subordinated Notes, and Wynnchurch and any other
holder of the Wynnchurch Subordinated Notes may accept and retain regularly
scheduled quarterly payments of interest but no principal in respect of the
Wynnchurch Subordinated Notes on the dates and in the amounts provided for in
the Wynnchurch Subordinated Notes (as in effect on the date hereof).

              (b)   In addition to the interest payments permitted under Section
8.6(a) above, so long as no Payment Default exists and no Blockage Period is
continuing: (i) the Borrowers may pay reasonable directors' fees and reimburse
Wynnchurch and any other holder of the Wynnchurch Subordinated Notes for
reasonable costs and expenses incurred by Wynnchurch or such holder in
connection with the Subordinated Indebtedness owing to Wynnchurch or such
holder, and (ii) with the written consent of the Lender, which consent shall not
be unreasonably withheld or delayed, the Borrowers may retain Wynnchurch or any
other holder of the Wynnchurch Subordinated Notes to perform, and pay to
Wynnchurch or such holder, fees for, advisory services at market rates.

              (c)   As used in this Section 8.6, the terms:

                    (i)   "Payment Default" shall mean any failure by the
        Borrowers to pay any principal of or premium, if any, or interest on any
        Obligations or any fee or other amount owing to the Lender when the same
        becomes due and payable, whether at maturity or at date fixed for the
        payment of any installment or prepayment thereof or by declaration or
        acceleration or otherwise (but after giving effect to the period of
        grace, if any, applicable thereto). No Payment Default shall be deemed
        to have been cured unless the full amount of the overdue payment to
        which such Payment Default relates shall have been paid in full prior to
        any acceleration of the Obligations or unless waived by the Lender.

                    (ii)  "Blockage Notice" shall mean a written notice from the
        Lender to Wynnchurch of the existence of an Event of Default and the
        commencement of a Blockage Period.

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<Page>

                    (iii) "Blockage Period" shall mean the period commencing on
        the date of delivery to Wynnchurch of a Blockage Notice and ending on
        the earlier to occur of (A) the 181st day following delivery of such
        Blockage Notice and (B) the date the Event of Default giving rise to
        such Blockage Notice is cured to the satisfaction of, or waived by, the
        Lender.

        8.7   TRANSACTIONS WITH AFFILIATES. Except as expressly permitted by
this Agreement, the Credit Parties will not directly or indirectly (a) make any
Investment in an Affiliate; (b) transfer, sell, lease, assign or otherwise
dispose of any property to an Affiliate; (c) merge into or consolidate with an
Affiliate, or purchase or acquire property from an Affiliate; or (d) enter into
any other transaction directly or indirectly with or for the benefit of an
Affiliate (including, without limitation, guarantees and assumptions of
obligations of an Affiliate); PROVIDED that:

                    (i)   any Affiliate who is an individual may serve as a
        director, officer, employee or consultant of any Credit Party, 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;

                    (ii)  the Credit Parties may engage in and continue the
        transactions with or for the benefit of Affiliates which are described
        in SCHEDULE 8.7 or are referred to in Section 8.6 (but only to the
        extent specified in such section); and

                    (iii) the Credit Parties may engage in transactions with
        Affiliates in the ordinary course of business on terms which are no less
        favorable to the Credit Parties than those likely to be obtained in an
        arms' length transaction between a Credit Party and a non-affiliated
        third party.

        8.8   RESTRICTIVE AGREEMENTS. The Credit Parties will not directly or
indirectly, enter into, incur or permit to exist any agreement or other
arrangement (other than this Agreement) that prohibits, restricts or imposes any
condition upon (a) the ability of any Credit Party to create, incur or permit to
exist any Lien upon any of its property or assets, or (b) the ability of any
Credit Party that is a Subsidiary of another Credit Party to pay dividends or
other distributions with respect to any shares of its capital stock or other
equity interests or to make or repay loans or advances to any other Credit Party
or to Guarantee Indebtedness of any other Credit Party; PROVIDED that (i) the
foregoing shall not apply to restrictions and conditions imposed by law or by
this Agreement, (ii) the foregoing shall not apply to restrictions and
conditions existing on the date hereof identified on SCHEDULE 8.8 (but shall
apply to any extension or renewal of, or any amendment or modification expanding
the scope of, any such restriction or condition), (iii) the foregoing shall not
apply to customary restrictions and conditions contained in agreements relating
to the sale of stock or assets of a Subsidiary of a Credit Party pending such
sale, PROVIDED such restrictions and conditions apply only to the Subsidiary
that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the
foregoing shall not apply to restrictions or conditions imposed by any agreement
relating to secured Indebtedness permitted by this Agreement if such
restrictions or conditions apply only to the property or assets securing such
Indebtedness, and (v) clause (a) of the foregoing shall not apply to customary
provisions in leases and other contracts (excluding license agreements)
restricting the assignment thereof.

        8.9   SALE-LEASEBACK TRANSACTIONS; BILL-AND-HOLD SALES, ETC. The Credit
Parties will not directly or indirectly, enter into any arrangements with any
Person whereby such Credit Party shall sell or transfer (or request another
Person to purchase) any property, real, personal or mixed, used or useful in its
business, whether now owned or hereafter acquired, and thereafter rent or lease
such property from any Person.

                                     - 54 -
<Page>

        8.10  CERTAIN FINANCIAL COVENANTS.

              (a)   TANGIBLE CAPITAL BASE. ARC and its Subsidiaries shall not
(i) as of March 31, 2002, have a consolidated Tangible Capital Base of less than
$10,000,000 or (ii) as of the end of any fiscal quarter commencing with the
fiscal quarter ending June 30, 2002, have a consolidated Tangible Capital Base
of less than the sum of (x) $10,000,000 PLUS (y) on a cumulative basis, 50% of
positive consolidated net income (without reduction for losses) in each fiscal
quarter ending after March 31, 2002.

              (b)   FIXED CHARGE COVERAGE RATIO. The Fixed Charge Coverage Ratio
of ARC and its Subsidiaries shall not at any time during any period set forth
below to be less than the ratio set opposite such period:

<Table>
<Caption>
                                                                      MINIMUM FIXED CHARGE
                                    PERIOD                                COVERAGE RATIO

              <S>                                                            <C>
              January 1, 2002 through June 30, 2002                          1.00x

              January 1, 2002 through September 30, 2002                     1.25x

              January 1, 2002 through December 31, 2002                      1.25x

              Thereafter (on a rolling four quarters basis)                  1.25x
</Table>

              (c)   EBITDA. The consolidated EBITDA of ARC and its Subsidiaries
shall be not less than $500,000 for the fiscal quarter ending March 31, 2002.

              (d)   CAPITAL EXPENDITURES. The Credit Parties shall not make any
Capital Expenditures (including, without limitation, incurring any Capital Lease
Obligations) which, in the aggregate exceed (i) $600,000 at any time during the
fiscal quarter ending March 31, 2002, and (ii) $2,500,000 at any time during any
fiscal year, commencing with the fiscal year ending December 31, 2002.

        8.11  LINES OF BUSINESS. The Credit Parties shall not engage to any
substantial extent in any line or lines of business activity other than (i) the
types of businesses engaged in by the Borrowers as of the Effective Time and
businesses substantially related thereto, and (ii) such other lines of business
as may be consented to by the Lender.

        8.12  OTHER INDEBTEDNESS. The Credit Parties shall not purchase, redeem,
retire or otherwise acquire for value, or set apart any money for a sinking,
defeasance or other analogous fund for the purchase, redemption, retirement or
other acquisition of, or make any voluntary payment or prepayment of the
principal of or interest on, or any other amount owing in respect of any
Subordinated Indebtedness, except to the extent permitted by Section 8.6.

        8.13  MODIFICATIONS OF CERTAIN DOCUMENTS. The Credit Parties shall not
consent to any modification, supplement or waiver of any of the provisions of
any documents or agreements evidencing or governing any Subordinated
Indebtedness or any other Existing Debt without the prior written consent of the
Lender.

                                     - 55 -
<Page>

                                    ARTICLE 9

                                EVENTS OF DEFAULT

        9.1   EVENTS OF DEFAULT. The occurrence of any of the following events
shall be deemed to constitute an "EVENT OF DEFAULT" hereunder:

              (a)   the Credit Parties shall fail to pay to the Lender, the
Issuing Lender, the Cash Management Bank or any other Affiliate of the Lender,
any principal of or interest on any Loan or any Reimbursement Obligation in
respect of any LC Disbursement or any other Obligation of the Credit Parties to
the Lender, the Issuing Lender, the Cash Management Bank or any other Affiliate
of the Lender when the same shall become due and payable, whether at the due
date thereof or at a date fixed for prepayment thereof, by acceleration of such
due or prepayment date, or otherwise;

              (b)   any representation or warranty made or deemed made by or on
behalf of any Credit Party or any Subsidiary in or in connection with this
Agreement, any of the other Loan Documents or any amendment or modification
hereof or thereof, or in any report, certificate, financial statement or other
document furnished pursuant to or in connection with this Agreement, any of the
other Loan Documents or any amendment or modification hereof or thereof, shall
prove to have been incorrect in any material respect when made or deemed made;

              (c)   the Credit Parties (i) shall fail to observe or perform any
covenant, condition or agreement contained in Sections 7.1, 7.2, 7.5, 7.6, 7.9,
7.10, 7.14, 7.15, 7.16 or in Article 8 (it being expressly acknowledged and
agreed that any Event of Default resulting from the failure of the Credit
Parties at any measurement date to satisfy any financial covenant set forth in
Section 8.10 shall not be deemed to be "cured" or remedied by the Credit
Parties' satisfaction of such financial covenant at any subsequent measurement
date) or (ii) shall fail to observe or perform any other covenant, condition or
agreement contained in Sections 7.3, 7.4, 7.7, 7.8, 7.11, 7.12 or 7.13 and such
failure described in this clause (ii) shall continue unremedied for a period of
30 days after the earlier of (x) actual knowledge by an officer of any Credit
Party or (y) notice thereof from the Lender to the Credit Parties;

              (d)   the Credit Parties shall fail to observe or perform any
covenant, condition or agreement contained in this Agreement (other than those
specified in clauses (a), (b) or (c) of this Section 9.1) or any other Loan
Document, and such failure shall continue unremedied for a period of 30 days
after notice thereof from the Lender to the Credit Parties;

              (e)   the Credit Parties shall fail to make any payment (whether
of principal, interest or otherwise and regardless of amount) in respect of any
Material Indebtedness or any Material Rental Obligation, when and as the same
shall become due and payable, after giving effect to any grace period with
respect thereto;

              (f)   any event or condition occurs that results in (i) any
Material Indebtedness becoming due prior to its scheduled maturity or that
enables or permits (with or without the giving of notice, the lapse of time or
both) the holder or holders of any Material Indebtedness or any trustee or agent
on its or their behalf to cause such Material Indebtedness to become due, or to
require the prepayment, repurchase, redemption or defeasance thereof, prior to
its scheduled maturity, or (ii) the lease with respect to any Material Rental
Obligation being terminated prior to its scheduled expiration date or that
enables or permits (with or without the giving of notice, the lapse of time or
both) the counterparty to such lease to cause such lease to be terminated prior
to its scheduled expiration date;

                                     - 56 -
<Page>

              (g)   an involuntary proceeding shall be commenced or an
involuntary petition shall be filed seeking (i) liquidation, reorganization or
other relief in respect of any Credit Party 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 or (ii) 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;

              (h)   any Credit Party shall (i) 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, (ii) consent to the institution of,
or fail to contest in a timely and appropriate manner, any proceeding or
petition described in clause (g) of this Article, (iii) 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,
(iv) file an answer admitting the material allegations of a petition filed
against it in any such proceeding, (v) make a general assignment for the benefit
of creditors or (vi) take any action for the purpose of effecting any of the
foregoing;

              (i)   any Credit Party shall admit in writing that it is unable to
pay its debts as they become due;

              (j)   a final judgment or judgments for the payment of money (x)
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 (y) 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;

              (k)   an ERISA Event shall have occurred that, in the reasonable
opinion of the Lender, when taken together with all other ERISA Events that have
occurred, could reasonably be expected to result in a Material Adverse Effect;

              (l)   there shall occur any Change of Control;

              (m)   any of the following shall occur: (i) the Liens created
hereunder or under the other Loan Documents shall at any time (other than by
reason of the Lender relinquishing such Lien) cease in any material respect to
constitute valid and perfected Liens on the Collateral intended to be covered
thereby; (ii) except for expiration in accordance with its respective terms, any
Collateral Document shall for whatever reason be terminated, or shall cease to
be in full force and effect; or (iii) the enforceability of any Loan Document
shall be contested by any Credit Party;

              (n)   there shall occur any material loss theft, damage or
destruction of any Collateral not fully covered (subject to such reasonable
deductibles as the Lender shall have approved) by insurance;

              (o)   any Guarantor shall assert that its obligations under any of
the Loan Documents shall be invalid or unenforceable; or

                                     - 57 -
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              (p)   there shall occur any material adverse change (in the
commercially reasonable opinion of the Lender) on the businesses, operations,
properties, conditions (financial or otherwise), assets, liabilities, income or
prospects of the Credit Parties taken as a whole;

then, and in every such event (other than an event described in clause (g) or
(h) of this Section 9.1), and at any time thereafter during the continuance of
such event, the Lender may, by notice to the Borrowers, take any or all of the
following actions, at the same or different times: (i) terminate the Revolving
Credit Commitment, and thereupon the Revolving Credit Commitment shall terminate
immediately, (ii) notify the Borrowers that the outstanding principal of the
Loans shall bear interest at the Post-Default Rate, and thereupon the
outstanding principal of the Loans shall bear interest at the Post-Default Rate,
(iii) declare the Loans then outstanding to be due and payable in whole (or in
part, in which case any principal not so declared to be due and payable may
thereafter be declared to be due and payable), and thereupon the principal of
the Loans so declared to be due and payable, together with accrued interest
thereon and all fees and other Obligations, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Credit Parties, and (iv) the Lender, the
Issuing Lender, the Cash Management Bank and any other Affiliate of the Lender
may exercise all of the rights as secured party and mortgagee hereunder or under
the other Loan Documents; and in case of any event with respect to the Credit
Parties or any Subsidiary described in clause (g) or (h) of this Section 9.1,
the Revolving Credit Commitment shall automatically terminate, the principal of
the Loans then outstanding shall automatically bear interest at the Post-Default
Rate, the principal of the Loans then outstanding, together with accrued
interest thereon and all fees and other Obligations shall automatically become
due and payable, and the Borrower shall provide cash collateral in accordance
with Section 2.4(g) without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Credit Parties, and the Lender, the
Issuing Lender and the Cash Management Bank shall be permitted to exercise such
rights as secured party and mortgagee hereunder or under the other Loan
Documents to the extent permitted by applicable law.

        9.2   RECEIVERSHIP. Without limiting the generality of the foregoing or
limiting in any way the rights of the Lender hereunder or under the other Loan
Documents or otherwise under applicable law, at any time after (i) the entire
principal balance of any Loan shall have become due and payable (whether at
maturity, by acceleration or otherwise) and (ii) the Lender shall have provided
to the Borrowers not less than ten (10) days' prior written notice of its
intention to apply for a receiver, the Lender shall be entitled to apply for and
have a receiver appointed under state or federal law by a court of competent
jurisdiction in any action taken by the Lender to enforce its rights and
remedies hereunder and under the other Loan Documents in order to manage,
protect, preserve, sell and otherwise dispose of all or any portion of the
Collateral and continue the operation of the business of the Credit Parties, and
to collect all revenues and profits thereof and apply the same to the payment of
all expenses and other charges of such receivership, including the compensation
of the receiver, and to the payment of the Loans and other fees and expenses due
hereunder and under the Loan Documents as aforesaid until a sale or other
disposition of such Collateral shall be finally made and consummated. TO THE
EXTENT PERMITTED BY APPLICABLE LAW, EACH CREDIT PARTY HEREBY IRREVOCABLY
CONSENTS TO AND WAIVES ANY RIGHT TO OBJECT TO OR OTHERWISE CONTEST THE
APPOINTMENT OF A RECEIVER AS PROVIDED ABOVE. EACH CREDIT PARTY (I) GRANTS SUCH
WAIVER AND CONSENT KNOWINGLY AFTER HAVING DISCUSSED THE IMPLICATIONS THEREOF
WITH COUNSEL; (II) ACKNOWLEDGES THAT (A) THE UNCONTESTED RIGHT TO HAVE A
RECEIVER APPOINTED FOR THE FOREGOING PURPOSES IS CONSIDERED ESSENTIAL BY THE
LENDER IN CONNECTION WITH THE ENFORCEMENT OF ITS RIGHTS AND REMEDIES HEREUNDER
AND UNDER THE OTHER LOAN DOCUMENTS, AND (B) THE AVAILABILITY OF SUCH APPOINTMENT
AS A REMEDY UNDER THE FOREGOING CIRCUMSTANCES WAS A MATERIAL FACTOR IN INDUCING
THE LENDER TO MAKE THE LOANS TO THE BORROWERS; AND (III) AGREES TO ENTER INTO
ANY AND ALL STIPULATIONS IN ANY

                                     - 58 -
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LEGAL ACTIONS, OR AGREEMENTS OR OTHER INSTRUMENTS IN CONNECTION WITH THE
FOREGOING AND TO COOPERATE FULLY WITH THE LENDER IN CONNECTION WITH THE
ASSUMPTION AND EXERCISE OF CONTROL BY THE RECEIVER OVER ALL OR ANY PORTION OF
THE COLLATERAL. THE LENDER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS SECTION
9.2 SHALL BE DEEMED TO CONSTITUTE A WAIVER OF THE RIGHT OF THE CREDIT PARTIES TO
FILE FOR PROTECTION UNDER TITLE 11 OF THE UNITED STATES CODE AT ANY TIME.

                                   ARTICLE 10

                                  MISCELLANEOUS

        10.1  NOTICES. Except in the case of notices and other communications
expressly permitted to be given by telephone, all notices and other
communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or
sent by telephonic facsimile (fax), as follows:

              (a)   if to any Credit Party, to Alternative Resources
Corporation, 600 Hart Road, Suite 300, Barrington, Illinois 60010, Attention:
Chief Financial Officer (Fax no. (847) 381-6604) with a copy to McDermott, Will
& Emery, 227 West Monroe Street, Chicago, Illinois 60606, Attention: Lauretta
Moran, Esq. (Fax no. (312) 984-7700); and

              (b)   if to the Lender, to Fleet Capital Corporation, One Federal
Street, Mail Stop MA DE 10307X, Boston, Massachusetts 02110, Attention:
Christopher Godfrey (Fax no. (617) 654-1167), with a copy to Palmer & Dodge LLP,
111 Huntington Avenue, Boston, Massachusetts 02199, Attention: David Ruediger,
Esq. (Fax no. (617) 227-4420).

Any party hereto may change its address or fax number for notices and other
communications hereunder by notice to the other parties hereto. All notices and
other communications given to any party hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.

        10.2  WAIVERS; AMENDMENTS.

              (a)   No failure or delay by the Lender, the Issuing Lender or the
Cash Management Bank in exercising any right or power hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the Lender, the Issuing Lender
or the Cash Management Bank hereunder and under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision of this Agreement or consent to any
departure by any Credit Party or Subsidiary therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) of this Section
10.2, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. Without limiting the generality of
the foregoing, the making of a Loan or issuance of a Letter of Credit shall not
be construed as a waiver of any Event of Default, regardless of whether the
Lender or the Issuing Lender may have had notice or knowledge of such Event of
Default at the time.

              (b)   Neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended, extended or modified except
pursuant to an agreement or agreements in writing entered into by the Borrowers
and the Lender.

                                     - 59 -
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        10.3  EXPENSES; INDEMNITY: DAMAGE WAIVER.

              (a)   The Credit Parties jointly and severally agree to pay, or
reimburse the Lender for paying, (i) all reasonable out-of-pocket expenses
incurred by the Lender and its Affiliates, including the reasonable fees,
charges and disbursements of Special Counsel, in connection with the preparation
of this Agreement and the other Loan Documents or any amendments, modifications
or waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii) to the extent not
already paid or reimbursed by the Credit Parties, all reasonable out-of-pocket
expenses incurred by the Issuing Lender in connection with the issuance,
amendment, renewal or extension of any Letter of Credit or any demand for
payment thereunder, (iii) all out-of-pocket expenses incurred by the Lender, the
Issuing Lender or the Cash Management Bank, including the fees, charges and
disbursements of any counsel for the Lender, the Issuing Lender or the Cash
Management Bank, in connection with the enforcement or protection of their
rights in connection with this Agreement and the other Loan Documents, including
their rights under this Section 10.3, or in connection with the Loans made or
Letters of Credit issued hereunder, including in connection with any workout,
restructuring or negotiations in respect thereof, and (iv) all Other Taxes
levied by any Governmental Authority in respect of this Agreement or any of the
other Loan Documents or any other document referred to herein or therein and all
costs, expenses, taxes, assessments and other charges incurred in connection
with any filing, registration, recording or perfection of any security interest
contemplated by any Loan Document or any other document referred to therein.

              (b)   The Credit Parties jointly and severally agree to indemnify
the Lender, the Issuing Lender, the Cash Management Bank, and each Related Party
of any of the foregoing Persons (each such Person being called an "Indemnitee")
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the fees, charges and
disbursements of any counsel for any Indemnitee and settlement costs, incurred
by or asserted against any Indemnitee arising out of, in connection with, or as
a result of (i) the execution or delivery of this Agreement, the other Loan
Documents or any agreement or instrument contemplated hereby, the performance by
the parties hereto and thereto of their respective obligations hereunder or
thereunder or the consummation of the transactions contemplated hereby or any
other transactions contemplated hereby or thereby, (ii) any Loan or Letter of
Credit or the use of the proceeds therefrom (including any refusal by the
Issuing Lender to honor a demand for payment under a Letter of Credit if the
documents presented in connection with such demand do not strictly comply with
the terms of such Letter of Credit), (iii) any actual or alleged presence or
release of Hazardous Materials on or from any property owned, leased or operated
by any Credit Party or any Subsidiary, or any Environmental Liability related in
any way to any Credit Party or any Subsidiary, or (iv) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; PROVIDED that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee.

              (c)   To the extent permitted by applicable law, none of the
Credit Parties shall assert, and each Credit Party hereby waives, any claim
against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement, the other
Loan Documents or any agreement or instrument contemplated hereby or thereby,
the transactions contemplated hereby, any Loan or Letter of Credit or the use of
the proceeds thereof.

              (d)   All amounts due under this Section 10.3 shall be payable
promptly after written demand therefor.

                                     - 60 -
<Page>

        10.4  SUCCESSORS AND ASSIGNS.

              (a)   The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that no Credit Party may assign or otherwise
transfer any of its rights or obligations hereunder without the prior written
consent of the Lender (and any attempted assignment or transfer without such
consent shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby and, to the
extent expressly contemplated hereby, the Related Parties of the Lender, the
Issuing Lender and the Cash Management Bank) any legal or equitable right,
remedy or claim under or by reason of this Agreement.

              (b)   The Lender may at any time and from time to time assign to
one or more assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of the Revolving Credit Commitment and the
Loans at the time owing to it).

              (c)   The Lender may at any time and from time to time, sell
participations to one or more banks or other entities (a "Participant") in all
or a portion of the Lender's rights and obligations under this Agreement
(including all or a portion of the Revolving Credit Commitment and the Loans
owing to it); PROVIDED that (i) the Lender's obligations under this Agreement
shall remain unchanged, (ii) the Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the
Borrowers shall continue to deal solely and directly with the Lender in
connection with the Lender's rights and obligations under this Agreement. The
Borrowers agree that each Participant shall be entitled to the benefits of this
Agreement to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section 10.4; PROVIDED
that a Participant shall not be entitled to receive any greater payment under
this Agreement than the Lender would have been entitled to receive with respect
to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrowers' prior written
consent.

              (d)   The Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of the Lender, including any such pledge or assignment to a Federal
Reserve Bank, and this Section shall not apply to any such pledge or assignment
of a security interest; PROVIDED that no such pledge or assignment of a security
interest shall release the Lender from any of its obligations hereunder or
substitute any such assignee for the Lender as a party hereto.

              (e)   The Lender may furnish any information concerning any Credit
Party or any Subsidiary in the possession of the Lender from time to time to
assignees and participants (including prospective assignees and participants)
subject, however, to and so long as the recipient agrees in writing to be bound
by, the provisions of Section 10.13. In addition, the Lender may furnish any
information concerning any Credit Party or any Subsidiary or Affiliate in the
Lender's possession to any Affiliate of the Lender, subject, however, to the
provisions of Section 10.13. The Credit Parties shall assist the Lender in
effectuating any assignment or participation pursuant to this Section 10.4 in
whatever manner the Lender reasonably deems necessary, including participation
in meetings with prospective transferees.

        10.5  SURVIVAL. All covenants, agreements, representations and
warranties made by the Credit Parties and Subsidiaries herein and in the other
Loan Documents, and in the certificates or other instruments delivered in
connection with or pursuant to this Agreement and the other Loan Documents,
shall be considered to have been relied upon by the other parties hereto and
shall survive the execution and delivery of this Agreement and the other Loan
Documents and the making of any Loans and issuance of any Letters of Credit,
regardless of any investigation made by any such other party or on its behalf
and notwithstanding that the Lender or the Issuing Lender may have had notice or
knowledge of any Default

                                     - 61 -
<Page>

or incorrect representation or warranty at the time any credit is extended
hereunder, and shall continue in full force and effect so long as the principal
of or any accrued interest on any Loan or any fee or any other Obligation
payable under this Agreement or the other Loan Documents is outstanding and
unpaid or any Letter of Credit is outstanding and so long as the Revolving
Credit Commitment has not expired or terminated. The provisions of Sections 2.9,
2.10 and 10.3 shall survive and remain in full force and effect regardless of
the consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the Revolving
Credit Commitment or the termination of this Agreement or any other Loan
Document or any provision hereof or thereof.

        10.6  COUNTERPARTS; INTEGRATION; REFERENCES TO AGREEMENT; EFFECTIVENESS.
This Agreement may be executed in counterparts (and by different parties hereto
on different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single contract. This Agreement
and any separate letter agreements with respect to fees payable to the Lender or
its counsel constitute the entire contract among the parties relating to the
subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Whenever
there is a reference in any Loan Document or UCC Financing Statement to the
"Credit Agreement" to which the Lender and the Credit Parties are parties, such
reference shall be deemed to be made to this Agreement among the parties hereto.
Except as provided in Section 6.1, this Agreement shall become effective when it
shall have been executed by the Lender and when the Lender shall have received
counterparts hereof which, when taken together, bear the signatures of each of
the other parties hereto, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
Delivery of an executed counterpart of a signature page of this Agreement by
telecopy shall be effective as delivery of a manually executed counterpart of
this Agreement.

        10.7  SEVERABILITY. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity, illegality or unenforceability
without affecting the validity, legality and enforceability of the remaining
provisions hereof; and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction.

        10.8  RIGHT OF SETOFF. Each Credit Party hereby grants to the Lender,
the Issuing Lender and the Cash Management Bank a security interest in all
deposits (general or special, time or demand, provisional or final) and funds at
any time held and other indebtedness at any time owing by the Lender, the
Issuing Lender or the Cash Management Bank to or for the credit or the account
of any Credit Party as security for the Obligations, and the Credit Parties
hereby agree that if an Event of Default shall have occurred and be continuing,
the Lender, the Issuing Lender and the Cash Management Bank are hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) or other funds at any time held and other
indebtedness at any time owing by the Lender, the Issuing Lender or the Cash
Management Bank to or for the credit or the account of any Credit Party against
any and all of the Obligations, irrespective of whether or not the Lender shall
have made any demand under this Agreement and although any of the Obligations
may be unmatured. The rights of the Lender, the Issuing Lender and the Cash
Management Bank under this Section 10.8 are in addition to any other rights and
remedies (including other rights of setoff) which the Lender, the Issuing Lender
or the Cash Management Bank may have.

        10.9  SUBORDINATION BY CREDIT PARTIES. The Credit Parties hereby agree
that all present and future Indebtedness of any Credit Party to another Credit
Party ("INTERCOMPANY INDEBTEDNESS") shall be subordinate and junior in right of
payment and priority to the Obligations, and each Credit Party agrees not to
make, demand, accept or receive any payment in respect of any present or future
Intercompany

                                     - 62 -
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Indebtedness, including, without limitation, any payment received through the
exercise of any right of setoff, counterclaim or cross claim, or any collateral
therefor, unless and until such time as the Obligations shall have been
indefeasibly paid in full; PROVIDED that, so long as no Event of Default shall
have occurred and be continuing and no Event of Default shall be caused thereby,
the Credit Parties may make and receive such payments as shall be customary in
the ordinary course of the Credit Parties' business. Without in any way limiting
the foregoing, in the event of any insolvency or bankruptcy proceedings, or any
receivership, liquidation, reorganization, dissolution or other similar
proceedings relative to any Credit Party or to its businesses, properties or
assets, the Lender shall be entitled to receive payment in full of all of the
Obligations before any Credit Party shall be entitled to receive any payment in
respect of any present or future Intercompany Indebtedness.

        10.10 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.

              (a)   This Agreement shall be construed in accordance with and
governed by the law of The Commonwealth of Massachusetts.

              (b)   Each party hereto hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
courts of The Commonwealth of Massachusetts and of the United States District
Court for the District of Massachusetts, and any appellate court from any
thereof, in any action or proceeding arising out of or relating to this
Agreement or the other Loan Documents, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in such Massachusetts court (or, to the extent permitted by law,
in such Federal court). Each of the parties hereto agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by
law. Nothing in this Agreement shall affect any right that the Lender, the
Issuing Lender or the Cash Management Bank may otherwise have to bring any
action or proceeding relating to this Agreement against any Credit Party or any
Subsidiary or its properties in the courts of any jurisdiction.

              (c)   Each party hereto hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or the other
Loan Documents in any court referred to in paragraph (b) of this Section 10.10.
Each of the parties hereto hereby irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.

              (d)   Each party to this Agreement irrevocably consents to service
of process in the manner provided for notices in Section 10.1. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

        10.11 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, LENDER OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.11.

                                     - 63 -
<Page>

        10.12 HEADINGS. Article and Section headings and the Table of Contents
used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

        10.13 CONFIDENTIALITY. The Lender agrees to keep confidential
information with respect to the Borrowers obtained by it pursuant hereto and the
other Loan Documents confidential in accordance with the Lender's customary
practices and agrees that it will only use such information in connection with
the transactions contemplated by this Agreement and not disclose any of such
information other than (a) to the Lender's employees, representatives,
directors, attorneys, auditors, agents, professional advisors, trustees or
Affiliates who are advised of the confidential nature of such information or to
any direct or indirect contractual counterparty in swap agreements or such
contractual counterparty's professional advisor (so long as such contractual
counterparty or professional advisor to such contractual counterparty agrees to
be bound by the provisions of this Section 10.13), (b) to the extent such
information presently is or hereafter becomes available to the Lender on a
non-confidential basis from any source of such information that is in the public
domain at the time of disclosure, (c) to the extent disclosure is required by
law (including applicable securities law), regulation, subpoena or judicial
order or process (PROVIDED that notice of such requirement or order shall be
promptly furnished to the Borrowers unless such notice is legally prohibited) or
requested or required by bank, securities, insurance or investment company
regulators or auditors or any administrative body or commission to whose
jurisdiction the Lender may be subject, (d) to any rating agency to the extent
required in connection with any rating to be assigned to the Lender, (e) to
assignees or participants or prospective assignees or participants who agree to
be bound by the provisions of this Section 10.13, (f) to the extent required in
connection with any litigation between any Credit Party and the Lender with
respect to the Loans or this Agreement and the other Loan Documents or (g) with
the Borrowers' prior written consent.

                                     - 64 -
<Page>

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

                                            BORROWER

                                            ALTERNATIVE RESOURCES CORPORATION

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

                                            ARC SERVICE, INC.

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

                                            ARC SOLUTIONS, INC.

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

                                            ARC MIDHOLDLING, INC.

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

                                            WRITERS INC.

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

                                     - 65 -
<Page>

                                            LENDER

                                            FLEET CAPITAL CORPORATION,
                                            as Lender

                                            By: /s/ Christopher Godfrey
                                                -------------------------------
                                            Name:  Christopher Godfrey
                                            Title: Senior Vice President

                                            ISSUING LENDER

                                            FLEET NATIONAL BANK,
                                            as Issuing Lender

                                            By: /s/ Stephan Phalen
                                                -------------------------------
                                            Name:  Stephan Phalen
                                            Title: Senior Vice President

                                            CASH MANAGEMENT BANK

                                            FLEET NATIONAL BANK,
                                            as Cash Management Bank

                                            By: /s/ Stephan Phalen
                                                -------------------------------
                                            Name:  Stephen Phalen
                                            Title: Senior Vice President

                                     - 66 -
<Page>

                              SCHEDULES & EXHIBITS

Schedules                [Omitted.]

Exhibits                 [Exhibits that constitute material agreements have
                         been filed as separate exhibits to Alternative
                         Resources Corporation's current report on Form 8-K.
                         The other exhibits have been omitted.]

<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                               PAGE
<S>               <C>                                                                           <C>
ARTICLE 1             DEFINITIONS................................................................1

         1.1      Defined Terms..................................................................1

         1.2      Terms Generally...............................................................18

         1.3      Accounting Terms; GAAP........................................................18

         1.4      Joint and Several Obligations; Designated Financial Officers..................19

ARTICLE 2             THE CREDITS...............................................................19

         2.1      Loans.........................................................................19

         2.2      [RESERVED]....................................................................20

         2.3      Eurodollar Borrowings.........................................................20

         2.4      Letters of Credit.............................................................22

         2.5      Expiration, Termination or Reduction of Revolving Credit Commitment...........24

         2.6      Payments......................................................................25

         2.7      Prepayment of Loans...........................................................26

         2.8      Fees..........................................................................27

         2.9      Increased Costs...............................................................27

         2.10     Taxes.........................................................................28

ARTICLE 3             [RESERVED.]...............................................................29

ARTICLE 4             THE COLLATERAL............................................................29

         4.1      Grant of Security Interest....................................................29

         4.2      Special Warranties and Covenants of the Credit Parties........................30

         4.3      Collection of Proceeds of Accounts Receivable.................................32

         4.4      Fixtures, etc.................................................................34

         4.5      Right of Lender to Dispose of Collateral, etc.................................34

         4.6      Right of Lender to Use and Operate Collateral, etc............................34

         4.7      Proceeds of Collateral........................................................35

ARTICLE 5             REPRESENTATIONS AND WARRANTIES............................................35

         5.1      Organization; Powers..........................................................35

         5.2      Authorization; Enforceability.................................................35

         5.3      Governmental Approvals; No Conflicts..........................................35
</Table>

                                     - i -
<Page>

                                TABLE OF CONTENTS
                                  (CONTINUED)

<Table>
<Caption>
                                                                                               PAGE
<S>               <C>                                                                           <C>

         5.4      Financial Condition; No Material Adverse Change...............................36

         5.5      Properties....................................................................36

         5.6      Litigation and Environmental Matters..........................................37

         5.7      Compliance with Laws and Agreements...........................................38

         5.8      Investment and Holding Company Status.........................................38

         5.9      Taxes.........................................................................38

         5.10     ERISA.........................................................................38

         5.11     Disclosure....................................................................38

         5.12     Capitalization................................................................38

         5.13     Subsidiaries..................................................................39

         5.14     Material Indebtedness, Liens and Agreements...................................39

         5.15     Federal Reserve Regulations...................................................40

         5.16     Solvency......................................................................40

         5.17     Force Majeure.................................................................40

         5.18     Accounts Receivable...........................................................40

         5.19     Labor and Employment Matters..................................................41

         5.20     Bank Accounts.................................................................42

ARTICLE 6             CONDITIONS................................................................42

         6.1      Effective Time................................................................42

         6.2      Each Extension of Credit......................................................44

ARTICLE 7             AFFIRMATIVE COVENANTS.....................................................45

         7.1      Financial Statements and Other Information....................................45

         7.2      Notices of Material Events....................................................47

         7.3      Existence; Conduct of Business................................................47

         7.4      Payment of Obligations........................................................47

         7.5      Maintenance of Properties; Insurance..........................................47

         7.6      Books and Records; Inspection Rights..........................................48

         7.7      Fiscal Year...................................................................48

         7.8      Compliance with Laws; Etc.....................................................48
</Table>

                                     - ii -
<Page>

                                TABLE OF CONTENTS
                                  (CONTINUED)

<Table>
<Caption>
                                                                                               PAGE
<S>               <C>                                                                           <C>

         7.9      Use of Proceeds...............................................................48

         7.10     Certain Obligations Respecting Subsidiaries...................................48

         7.11     ERISA.........................................................................48

         7.12     Environmental Matters; Reporting..............................................49

         7.13     Matters Relating to Additional Leasehold Collateral...........................49

         7.14     Cash Deposits/Bank Accounts...................................................49

         7.15     Accounting Transition.........................................................49

         7.16     Minimum Excess Availability...................................................49

ARTICLE 8             NEGATIVE COVENANTS........................................................50

         8.1      Indebtedness..................................................................50

         8.2      Liens.........................................................................50

         8.3      Contingent Liabilities........................................................51

         8.4      Fundamental Changes; Asset Sales..............................................51

         8.5      Investments; Hedging Agreements...............................................52

         8.6      Restricted Junior Payments....................................................52

         8.7      Transactions with Affiliates..................................................54

         8.8      Restrictive Agreements........................................................54

         8.9      Sale-Leaseback Transactions; Bill-and-Hold Sales, Etc. .......................54

         8.10     Certain Financial Covenants...................................................55

         8.11     Lines of Business.............................................................55

         8.12     Other Indebtedness............................................................55

         8.13     Modifications of Certain Documents............................................55

ARTICLE 9             EVENTS OF DEFAULT.........................................................56

         9.1      Events of Default.............................................................56

         9.2      Receivership..................................................................58

ARTICLE 10            MISCELLANEOUS.............................................................59

         10.1     Notices.......................................................................59

         10.2     Waivers; Amendments...........................................................59

         10.3     Expenses; Indemnity: Damage Waiver............................................60
</Table>

                                    - iii -
<Page>

                                TABLE OF CONTENTS
                                  (CONTINUED)

<Table>
<Caption>
                                                                                               PAGE
<S>               <C>                                                                           <C>

         10.4     Successors and Assigns........................................................61

         10.5     Survival......................................................................61

         10.6     Counterparts; Integration; References to Agreement; Effectiveness.............62

         10.7     Severability..................................................................62

         10.8     Right of Setoff...............................................................62

         10.9     Subordination by Credit Parties...............................................62

         10.10    Governing Law; Jurisdiction; Consent to Service of Process....................63

         10.11    WAIVER OF JURY TRIAL..........................................................63

         10.12    Headings......................................................................64

         10.13    Confidentiality...............................................................64
</Table>

                                     - iv -

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>4
<FILENAME>a2069827zex-4_2.txt
<DESCRIPTION>REVOLVING NOTE
<TEXT>
<Page>

                                                                     EXHIBIT 4.2

                              REVOLVING CREDIT NOTE

$30,000,000
                                                                January 31, 2002

        FOR VALUE RECEIVED, the undersigned, Alternative Resources Corporation,
a Delaware corporation, ARC Service, Inc., a Delaware corporation, ARC
Solutions, Inc., a Delaware corporation, ARC Midholding, Inc., a Delaware
corporation, and Writers Inc., a California corporation (collectively, the
"Borrowers"), jointly and severally promise to pay to the order of FLEET CAPITAL
CORPORATION (the "Lender"), at the place and times provided in the Credit
Agreement referred to below the principal sum of

              THIRTY MILLION DOLLARS AND 00/100 CENTS ($30,000,000)

or, if less, the principal amount of, and interest accrued on, all Loans made by
the Lender from time to time pursuant to that certain Credit and Security
Agreement dated as of January 31, 2002 (together with all amendments and other
modifications, if any, from time to time hereafter made thereto, the "Credit
Agreement") among the Borrowers and the Lender. This Revolving Credit Note is
being executed and delivered by the Borrowers pursuant to subsection 2.1(f) of
the Credit Agreement. Capitalized terms used herein and not defined herein shall
have the meanings ascribed to them in the Credit Agreement.

        The unpaid principal amount of this Revolving Credit Note from time to
time outstanding is subject to mandatory prepayment from time to time as
provided in the Credit Agreement and shall bear interest as provided in the
Credit Agreement. All payments of principal and interest on this Revolving
Credit Note shall be payable in lawful currency of the United States of America
in immediately available funds to the Lender. To the extent provided in the
Credit Agreement, principal prepaid hereunder may be re-borrowed.

        This Revolving Credit Note is entitled to the benefits of, and evidences
obligations incurred under, the Credit Agreement, to which reference is made for
a description of the security for this Revolving Credit Note and for a statement
of the terms and conditions on which the Borrowers are permitted and required to
make prepayments and repayments of principal of the obligations evidenced hereby
and on which such obligations may be declared to be immediately due and payable.

        THIS REVOLVING CREDIT NOTE SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT REFERENCE
TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF.

<Page>

        The Borrowers hereby waive all requirements as to diligence,
presentment, demand of payment, protest and (except as required by the Credit
Agreement) notice of any kind with respect to this Revolving Credit Note.

        IN WITNESS WHEREOF, the undersigned Borrowers have executed this
Revolving Credit Note under seal as of the day and year first above written.

                                            ALTERNATIVE RESOURCES CORPORATION

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

                                            ARC SERVICE, INC.

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

                                            ARC SOLUTIONS, INC.

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

                                            ARC MIDHOLDING, INC.

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

                                            WRITERS INC.

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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>5
<FILENAME>a2069827zex-4_3.txt
<DESCRIPTION>SECURITIES PURCHASE AGREEMENT
<TEXT>
<Page>

                                                                     Exhibit 4.3

                                                                  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
<Page>

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
<Page>

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
<Page>

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
<Page>

        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
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                                  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          [Exhibits that constitute material agreements have been filed
                  as separate exhibits to Alternative Resources Corporation's
                  current report on Form 8-K. Other exhibits have been 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-4.4
<SEQUENCE>6
<FILENAME>a2069827zex-4_4.txt
<DESCRIPTION>CONVERTIBLE NOTE - WYNNCHURCH U.S.
<TEXT>
<Page>

                                                                     EXHIBIT 4.4

        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-4.5
<SEQUENCE>7
<FILENAME>a2069827zex-4_5.txt
<DESCRIPTION>CONVERTIBLE NOTE - WYNNCHURCH CANADA
<TEXT>
<Page>

                                                                     EXHIBIT 4.5

        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-4.6
<SEQUENCE>8
<FILENAME>a2069827zex-4_6.txt
<DESCRIPTION>WARRANT - WYNNCHURCH U.S.
<TEXT>
<Page>

                                                                     EXHIBIT 4.6

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-4.7
<SEQUENCE>9
<FILENAME>a2069827zex-4_7.txt
<DESCRIPTION>WARRANT - WYNNCHURCH CANADA
<TEXT>
<Page>

                                                                     EXHIBIT 4.7

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-4.8
<SEQUENCE>10
<FILENAME>a2069827zex-4_8.txt
<DESCRIPTION>CONTINGENT WARRANT - WYNNCHURCH U.S.
<TEXT>

<Page>

                                                                     EXHIBIT 4.8

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

<Page>

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

                                      -2-
<Page>

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:

                                      -3-
<Page>

          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.

                                      -4-
<Page>

                (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

                                      -5-
<Page>

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.

                                      -6-
<Page>

          (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

                                      -7-
<Page>

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;

                                      -8-
<Page>

                (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-
<Page>

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-4.9
<SEQUENCE>11
<FILENAME>a2069827zex-4_9.txt
<DESCRIPTION>CONTINGENT WARRANT - WYNNCHURCH CANADA
<TEXT>
<Page>

                                                                     EXHIBIT 4.9

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-4.10
<SEQUENCE>12
<FILENAME>a2069827zex-4_10.txt
<DESCRIPTION>REGISTRATION RIGHTS AGMT
<TEXT>
<Page>

                                                                    EXHIBIT 4.10

                                                                  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-4.11
<SEQUENCE>13
<FILENAME>a2069827zex-4_11.txt
<DESCRIPTION>SUBORDINATION AGMT
<TEXT>
<Page>

                                                                    EXHIBIT 4.11

                    SUBORDINATION AND INTERCREDITOR AGREEMENT

        This SUBORDINATION AND INTERCREDITOR AGREEMENT dated as of January 31,
2002 is by and among WYNNCHURCH CAPITAL PARTNERS, L.P. ("Wynnchurch Capital"),
WYNNCHURCH CAPITAL PARTNERS CANADA, L.P. ("Wynnchurch Canada"), ALTERNATIVE
RESOURCES CORPORATION, a Delaware corporation ("ARC"), ARC SERVICE, INC., a
Delaware corporation ("Service"), ARC SOLUTIONS, INC., a Delaware corporation
("Solutions), ARC MIDHOLDING, INC., a Delaware corporation ("Midholding"),
WRITERS INC., a California corporation ("Writers"), and FLEET CAPITAL
CORPORATION ("FCC").

                                   WITNESSETH:

        WHEREAS, concurrently herewith, ARC, Service, Solutions, Midholding and
Writers are entering into a Credit and Security Agreement with FCC; and

        WHEREAS, as security for their obligations to FCC under the Credit and
Security Agreement, ARC, Service, Solutions, Midholding and Writers are granting
to FCC first priority liens on and security interests in substantially all of
their assets and properties; and

        WHEREAS, concurrently herewith, ARC is issuing its Senior Subordinated
Secured Convertible Promissory Notes due January 31, 2009 to Wynnchurch Capital
and Wynnchurch Canada (collectively, "Wynnchurch"), and Service, Solutions,
Midholding and Writers are executing and delivering to Wynnchurch a Guaranty
(the "Subordinated Guaranty") with respect to ARC's obligations in respect of
such Notes; and

        WHEREAS, as security for the obligations of ARC, Service, Solutions,
Midholding and Writers in respect the Senior Subordinated Secured Convertible
Promissory Notes and the Subordinated Guaranty, ARC, Service, Solutions,
Midholding and Writers are granting to Wynnchurch, second priority liens on and
security interests in substantially all of their assets and properties; and

        WHEREAS, FCC and Wynnchurch desire to enter into this Agreement (i) to
set forth the relative priorities of the interests of the parties in the assets
and properties of ARC, Service, Solutions, Midholding and Writers and all
products and proceeds thereof, (ii) to provide for the orderly realization,
collection, liquidation and disposition of such assets, properties, products and
proceeds, and (iii) to agree upon various matters related thereto;

        NOW THEREFORE, in consideration of the mutual benefits accruing to the
parties hereunder and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto do hereby agree
as follows:

        1.   DEFINITIONS.


        As used above and elsewhere in this Agreement, the following terms shall
have the meanings ascribed to them below:

             1.1.  "Agreement" means this Subordination and Intercreditor
Agreement, as the same may be modified, amended, supplemented or restated from
time to time.

             1.2.  "Borrowers" means, collectively, ARC, Service, Solutions,
Midholding and Writers, together with their respective successors and assigns
and any additional subsidiaries of any of the

<Page>

foregoing that become "Borrowers" under the Senior Credit Agreement or
guarantors of the obligations of the Borrowers under the Senior Credit
Agreement.

             1.3.  "Collateral" means all of the property and assets, real or
personal, tangible or intangible, now or hereafter owned or acquired by the
Borrowers, including, without limitation, all stock, instruments and other
securities of any Borrower held by any other Borrower.

             1.4.  "Event of Default" means an "Event of Default" under the
Senior Credit Agreement.

             1.5.  "FCC Senior Credit Agreement" means the Credit and Security
Agreement dated as of January 31, 2002 by and among the Borrowers and FCC, as
the same may be modified, amended, extended, supplemented or restated from time
to time, subject to the provisions of Section 9(a) hereof.

             1.6.  "Refinanced Senior Credit Agreement" means any credit, loan
or other agreement entered into by any one or more of the Borrowers with any
Senior Creditor in connection with any refinancing or replacement of the Senior
Obligations under the FCC Senior Credit Agreement or in connection with any
refinancing or replacement of any other Refinanced Senior Credit Agreement
provided that such Refinanced Senior Credit Agreement complies with the
provisions of Section 9(b) hereof.

             1.7.  "Reorganization" means any voluntary or involuntary
dissolution, winding-up, total or partial liquidation or reorganization, or
bankruptcy, insolvency, receivership or other statutory or common law
proceedings or arrangements involving the Borrowers or the readjustment of their
liabilities or any assignment for the benefit of creditors or any marshalling of
their assets or liabilities.

             1.8.  "Senior Creditor" means FCC, together with its successors and
assigns, and any other bank, financial institution or other entity that
refinances or replaces or from time to time holds any of the Senior Obligations.

             1.9.  "Senior Credit Agreement" means (a) the FCC Senior Credit
Agreement, and (b) any Refinanced Senior Credit Agreement.

             1.10. "Senior Obligations" means (a) all indebtedness, obligations
and liabilities of the Borrowers to FCC under the FCC Senior Credit Agreement or
otherwise, whether now existing or hereafter arising, whether direct, indirect,
absolute or contingent, due or to become due, including, without limitation, the
principal amount of all Loans and Letter of Credit reimbursement obligations
outstanding from time to time under the FCC Senior Credit Agreement, and all
interest, fees, expenses, indemnification obligations and other amounts from
time to time owing under the FCC Senior Credit Agreement, and all other
indebtedness, liabilities or obligations from time to time owing from the
Borrowers to FCC, and (b) all indebtedness, obligations and liabilities of the
Borrowers to any one or more Senior Creditors, or their successors and assigns,
hereafter incurred under any Refinanced Senior Credit Agreement. Notwithstanding
anything to the contrary set forth herein, (i) the Senior Obligations shall
expressly include all interest which may accrue in respect of any Senior
Obligations after the commencement by or against any Borrower of any
Reorganization, and (ii) unless the Subordinated Creditors otherwise consent in
writing, the aggregate amount of Senior Obligations with respect to which the
Subordinated Obligations shall be subordinated shall be limited to $33,000,000
in principal (the "Subordination Limit"), plus interest, fees costs and
expenses.

                                       2
<Page>

             1.11. "Subordinated Creditors" means Wynnchurch Capital and
Wynnchurch Canada, together with their successors, assigns and affiliates, and
any other holder from time to time of all or any portion of the Subordinated
Obligations.

             1.12. "Subordinated Note and Warrant Documents" means,
collectively, the Securities Purchase Agreement dated as of January 31, 2002 by
and between ARC and Wynnchurch, the Subordinated Notes, the Guaranty, the Stock
Purchase Warrants issued by ARC in favor of Wynnchurch and all other
instruments, agreements and documents executed or delivered by ARC or any of the
other Borrowers to Wynnchurch in connection with the foregoing, as the same may
be assigned or transferred to one or more Subordinated Creditors.

             1.13. "Subordinated Notes" means, collectively, the Senior
Subordinated Secured Convertible Promissory Notes due January 31, 2009 issued by
ARC to Wynnchurch in the original face principal amount of $10,000,000, together
with all additional notes from time to time issued to Wynnchurch or any other
Subordinated Creditor as payment for, or in replacement of, such Notes.

             1.14. "Subordinated Obligations" means all monetary obligations or
liabilities for the payment of money from time to time owing from ARC or any of
the other Borrowers to Wynnchurch or any other Subordinated Creditor in respect
of the Subordinated Note and Warrant Documents or otherwise, whether now
existing or hereafter arising, whether direct, indirect, absolute or contingent,
due or to become due, including, without limitation, (a) the principal amount of
the Subordinated Notes and all interest, fees, expenses and other amounts from
time to time owing in respect of the Subordinated Notes, (b) any obligations to
repurchase or redeem for cash, or otherwise make cash payments in respect of the
Subordinated Notes or in respect of any stock, warrants, instruments or other
securities issued under or in respect of any of the Subordinated Note and
Warrant Documents, (c) any obligations to pay management or advisory fees or
other fees or compensation to Wynnchurch or any other Subordinated Creditor
(other than ordinary course fees for advisory services that have been approved
in writing by the Senior Creditor), and (d) any and all other monetary
obligations or liabilities for the payment of money (including indemnification
and reimbursement obligations) of any or all of the Borrowers to Wynnchurch or
any other Subordinated Creditor under or in respect of any of the Subordinated
Note and Warrant Documents or in respect of any other indebtedness, liabilities
or obligations of the Borrowers to the Subordinated Creditors.

        2.   TERMS OF SUBORDINATION.

             2.1.  NO TRANSFER. The Subordinated Creditors will not transfer,
sell or otherwise dispose of any of the Subordinated Obligations except to a
Person who agrees to become a party hereto.

             2.2.  PAYMENT SUBORDINATED. Anything in this Agreement or the
Subordinated Note and Warrant Documents notwithstanding, the payment of the
Subordinated Obligations is and shall be expressly subordinate and junior in
right of payment and, as provided in section 6 hereof, exercise of remedies, to
the prior payment in full of the Senior Obligations to the extent and in the
manner provided herein, and the Subordinated Obligations are hereby subordinated
as a claim against the Borrowers or any of the assets of the Borrowers, whether
such claim be (a) in connection with any Reorganization, or (b) other than in
connection with a Reorganization, to the prior payment in full of the Senior
Obligations. In furtherance of the foregoing, the Borrowers agree that they will
not make, and the holders of Subordinated Obligations each agree that they will
not accept or receive, any payment of Subordinated Obligations, including,
without limitation, any payment received through the exercise of any right of
setoff, counterclaim or crossclaim, until all of the Senior Obligations have
been paid in full or provision

                                       3
<Page>

made for the full payment thereof in cash, except to the extent such payment is
permitted by section 2.6 hereof.

             2.3.  DISTRIBUTIONS IN REORGANIZATION. In the event of any
Reorganization relative to the Borrowers or their properties, then all of the
Senior Obligations shall first be paid in full in cash before any payment is
made in respect of the Subordinated Obligations, and in any such proceedings any
payment or distribution of any kind or character, whether in cash, property or
securities, which may be payable or deliverable in respect of the Subordinated
Obligations shall be paid or delivered directly to the Senior Creditor for
application in payment of the Senior Obligations, unless and until all such
Senior Obligations shall have been paid or satisfied in full, and each
Subordinated Creditor does hereby authorize the Senior Creditor to accept and
receipt for any payment or distribution and to apply such payment or
distribution to the payment of the then unpaid Senior Obligations, and to do any
and all things and to execute all instruments necessary to effectuate the
foregoing. In the event that, upon any such Reorganization, any payment or
distribution of assets of the Borrowers of any kind or character, whether in
cash, property or securities, shall be received by any holder of Subordinated
Obligations before all of the Senior Obligations are paid in full, such payment
or distribution shall be immediately paid over to the Senior Creditor for
application to the payment of all Senior Obligations remaining unpaid until all
such Senior Obligations shall have been paid in full, after giving effect to any
concurrent payment or distribution to the holders of such Senior Obligations.

             2.4.  EFFECT OF PROVISIONS. The provisions hereof are solely for
the purpose of defining the relative rights of the holders of Senior Obligations
on the one hand, and the holders of Subordinated Obligations on the other hand,
and none of such provisions shall impair, as between the Borrowers and any
holder of the Subordinated Obligations, the obligations of the Borrowers, which
are unconditional and absolute, to pay to such holder all of the Subordinated
Obligations in accordance with the terms thereof nor, except as provided in
section 6 below, shall any such provisions prevent any holder of Subordinated
Obligations from exercising all remedies otherwise permitted by applicable law
or under the terms of such Subordinated Obligations upon a default thereunder,
subject to the rights, if any, of holders of Senior Obligations under the
provisions of this Agreement.

             2.5.  SUBROGATION, ETC. Subject to the payment in full of all
Senior Obligations, the holders of the Subordinated Obligations shall be
subrogated to the rights of the holders of Senior Obligations to receive
payments or distributions of assets of the Borrowers made on the Senior
Obligations until the Subordinated Obligations shall be paid in full and, for
the purposes of such subrogation, no payments or distributions to the holders of
Senior Obligations of any cash, property or securities to which the holders of
the Subordinated Obligations would be entitled except for the provisions of this
Agreement, and no payment over pursuant to the provisions of this Agreement to
the holders of Senior Obligations, by the holders of the Subordinated
Obligations, shall, as between the Borrowers, the creditors of the Borrowers
(other than the holders of Senior Obligations) and the holders of the
Subordinated Obligations, be deemed to be a payment by the Borrowers to or on
account of Senior Obligations; it being understood that the provisions of this
Agreement are and are intended solely for the purpose of defining the relative
rights of the holders of the Subordinated Obligations on the one hand, and the
holders of Senior Obligations on the other hand.

             2.6.  PERMITTED PAYMENTS.

             (a)   Notwithstanding anything to the contrary set forth herein, so
long as (i) no Payment Default exists, (ii) no Blockage Period shall be
continuing, and (iii) no Event of Default shall result from the making of such
payment, ARC may pay or cause to be paid to Wynnchurch and any other
Subordinated Creditor, and Wynnchurch and any other Subordinated Creditor may
accept and retain regularly scheduled quarterly payments of interest but no
principal in respect of the Subordinated Notes

                                       4
<Page>

on the dates and in the amounts provided for in the Subordinated Notes (as in
effect on the date hereof); provided that so long as the FCC Senior Credit
Agreement shall remain in effect in no event shall the aggregate amount of
interest payments made in respect of the Subordinated Notes during any calendar
quarter beginning with the calendar quarter beginning January 1, 2002 and ending
with the calendar quarter ending December 31, 2005 exceed 1.875% of the
outstanding principal balance of the Subordinated Notes without the prior
written consent of the Senior Creditor, except that if (A) the Senior Creditor
has received a Compliance Certificate indicating that the Borrowers are in
compliance with Section 8.10(b) of the FCC Senior Credit Agreement for the
period from January 1, 2002 through June 30, 2002 or any other two consecutive
fiscal quarters following the Effective Time, (B) no Payment Default exists, (C)
no Blockage Period shall have commenced and be continuing, (D) no Event of
Default shall result from the making of such payment, and (E) prior to such
payment, the Borrowers shall have delivered evidence to the Senior Creditor that
after giving effect to such payment, Excess Availability (as defined in the
Senior Credit Agreement) shall equal or exceed $5,000,000, the aggregate amount
of interest payments made in respect of the Subordinated Notes during any
calendar quarter may total up to (x) 4.50% of the outstanding principal balance
of the Subordinated Notes PLUS (y) the amount of prior interest payments that
were not paid as a result of the prior existence of a Payment Default or prior
commencement of a Blockage Period. Notwithstanding anything to the contrary set
forth herein, beginning with the calendar quarter beginning January 1, 2006, so
long as no Payment Default exists, no Blockage Period shall have commenced and
be continuing, and no Event of Default shall result from the making of such
payment, ARC may pay or cause to be paid to Wynnchurch and any other
Subordinated Creditor, and Wynnchurch and any other Subordinated Creditors may
accept and retain, scheduled quarterly payments of interest but no principal in
respect of the Subordinated Notes on the dates and in the amounts provided for
in the Subordinated Notes (as in effect on the date hereof). If Wynnchurch or
any other holder of the Subordinated Indebtedness receives payment from the
Borrowers pursuant to the first sentence of this Section 2.6(a), such payment
shall be deemed to constitute a representation of the Borrowers to the Senior
Creditor and to the Subordinated Creditors that no Event of Default exists, and
that such payment is permitted to be paid by the Borrowers under this Agreement;
and the Subordinated Creditors shall be entitled to keep and retain such payment
unless prior to the Subordinated Creditors' receipt of such payment there shall
occur a Payment Default or the Senior Creditor shall have sent a Blockage Notice
to the Subordinated Creditors, in which case the Subordinated Creditors shall
forthwith deliver such payment or an amount of cash equal thereto to the Senior
Creditor for application in payment of the Senior Obligations. Notwithstanding
anything to the contrary set forth herein, the Senior Creditor shall not be
entitled to block payments pursuant to the delivery of Blockage Notices
hereunder for more than 180 days during any 360 day period or commence more than
three Blockage Periods during the term of this Agreement.

             (b)   For purposes hereof, the terms:

                   (i)   "Payment Default" shall mean any failure by the
        Borrowers to pay any principal of or premium, if any, or interest on any
        Senior Obligations or any fee or other amount owing to the Senior
        Creditor when the same becomes due and payable, whether at maturity or
        at date fixed for the payment of any installment or prepayment thereof
        or by declaration or acceleration or otherwise (but after giving effect
        to the period of grace, if any, applicable thereto). No Payment Default
        shall be deemed to have been cured unless the full amount of the overdue
        payment to which such Payment Default relates shall have been paid in
        full prior to any acceleration of the Senior Obligations or unless
        waived by the Senior Creditor.

                   (ii)  "Blockage Notice" shall mean a written notice from the
        Senior Creditor to the Subordinated Creditors of the existence of an
        Event of Default and the commencement of a Blockage Period.

                                       5
<Page>

                   (iii) "Blockage Period" shall mean the period commencing on
        the date of delivery to the Subordinated Creditors of a Blockage Notice
        and ending on the earlier to occur of (A) the 181st day following
        delivery of such Blockage Notice and (B) the date the Event of Default
        giving rise to such Blockage Notice is cured to the satisfaction of, or
        waived by, the Senior Creditor.

             (c)   In addition to the foregoing limitations, the Borrowers and
the Subordinated Creditors agree that so long as any of the Senior Obligations
shall remain outstanding, the Borrowers shall not pay and no Subordinated
Creditor shall accept or receive, any management, consulting, advisory or other
fees; except that so long as no Payment Default exists and no Blockage Period is
continuing: (i) the Borrowers may pay reasonable directors' fees and reimburse
the Subordinated Creditors for reasonable costs and expenses incurred by the
Subordinated Creditors in connection with the Subordinated Obligations, and (ii)
with the written consent of the Senior Creditor, which consent shall not be
unreasonably withheld or delayed, the Borrowers may retain Wynnchurch or any
other Subordinated Creditor to perform, and pay to Wynnchurch or such other
Subordinated Creditor fees for, advisory services at market rates.

             2.7.  NO MODIFICATION OR AMENDMENT OF SUBORDINATED NOTE AND WARRANT
DOCUMENTS. The Borrowers and the Subordinated Creditors agree that so long as
the Senior Credit Agreement remains in effect or any of the Senior Obligations
remain outstanding, the Borrowers and the Subordinated Creditors shall not
alter, modify, amend, supplement or otherwise change any of the provisions of
the Subordinated Note and Warrant Documents.

        3.   AGREEMENT TO HOLD IN TRUST. If any holder of Subordinated
Obligations shall receive any payment on account of the Subordinated Obligations
in violation of this Agreement, it shall hold such payment in trust for the
benefit of the holder or holders of the Senior Obligations and pay it over to
the Senior Creditor for application in payment of the Senior Obligations.

        4.   REQUIREMENT OF SUBORDINATED CREDITORS TO GIVE NOTICE. The
Subordinated Creditors agree to notify the Senior Creditor upon (a) any
acceleration of the Subordinated Obligations, or (b) any transfer of any
Subordinated Obligations, specifying the name and address of the transferee. The
Senior Creditor agrees to notify the Subordinated Creditor upon any refinancing
or replacement of the Senior Obligations. Notwithstanding the foregoing, the
failure of any party to give any notice required under this section 4 shall not
affect the subordination of the Subordinated Obligations to the Senior
Obligations.

        5.   LEGEND. The Borrowers and the Subordinated Creditors, for
themselves and their successors and assigns, covenant to cause each negotiable
instrument representing or evidencing any of the Subordinated Obligations to
have affixed upon it a legend which reads substantially as follows:

             "This instrument 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, which,
        among other things, subordinates the maker's obligations to the payee to
        the maker's obligations to the holders of Senior Obligations as defined
        in said Agreement."

        6.   LIMIT ON RIGHT OF ACTION. The Subordinated Creditors, for
themselves and their respective successors and assigns, agree for the benefit of
the holders of the Senior Obligations that the Subordinated Creditors will not
take any action to accelerate or demand the payment of the Subordinated
Obligations or to foreclose or otherwise realize on any security or guaranty
given by the Borrowers or any of their Affiliates to secure or guarantee the
Subordinated Obligations (a) if a Payment Default shall have

                                       6
<Page>

occurred and be continuing, (b) if a Blockage Period shall have commenced and be
continuing, or (c) at any time following any acceleration of the Senior
Obligations (unless such acceleration is subsequently rescinded by the Senior
Creditor). In any event, no such action to accelerate or demand the payment of
the Subordinated Obligations or to foreclose or otherwise realize on any
security or guaranty shall be taken by the Subordinated Creditor unless the
Subordinated Creditors have given the Senior Creditor thirty (30) days prior
written notice. Notwithstanding anything to the contrary set forth herein,
Wynnchurch and any other Subordinated Creditor may accelerate the Subordinated
Indebtedness at any time after the Senior Indebtedness has been accelerated, and
Wynnchurch and any other Subordinated Creditor may participate in any proceeding
with respect to a Reorganization not initiated by or at the request of a
Subordinated Creditor or any other persons acting in concert with a Subordinated
Creditor; provided that the provisions of Section 2.2 of this Agreement shall
continue to apply to any distributions made to any creditors in connection with
such Reorganization. The foregoing provisions of this section 6 are solely for
the purpose of defining the relative rights of the holders of Senior Obligations
on the one hand and the holders of the Subordinated Obligations on the other
hand and shall not limit or otherwise affect any rights which the holders of the
Subordinated Obligations may have against the Borrowers under the terms of the
Subordinated Note and Warrant Documents.

        7.   THE SUBORDINATED CREDITORS' JUNIOR SECURITY. FCC hereby consents to
the security interest of Wynnchurch in certain Collateral of the Borrowers
granted to secure the Subordinated Obligations of the Borrowers in respect of
the Subordinated Notes. The Subordinated Creditors hereby agree and confirm that
regardless of the relative times of attachment or perfection thereof or the
order of filing of financing statements, mortgages or other documents, and
regardless of anything in the Subordinated Note and Warrant Documents or the
Subordinated Notes to the contrary, any security interests or liens granted from
time to time to the Senior Creditor as security for the Senior Obligations shall
in all respects be first and senior security interests and liens, superior to
any security interests or liens granted to the Subordinated Creditors in the
Collateral as security for the Subordinated Obligations. The Senior Creditor
acknowledges (a) for purposes of Section 9-305 of the Uniform Commercial Code
that any Collateral in which it may from time to time hold a possessory security
interest shall also be held on behalf of the Subordinated Creditors (to the
extent the Subordinated Creditors have been granted a security interest in such
Collateral which is permitted hereunder and under the Senior Credit Agreement),
and (b) that any Collateral, including but not limited to deposit accounts of
the Borrowers, in which the Senior Creditor has perfected its security interest
by control under Section 9-314 of the Uniform Commercial Code shall also be held
on behalf of the Subordinated Creditors (to the extent the Subordinated
Creditors have been granted a security interest in such Collateral which is
permitted hereunder and under the Security Agreement), and the Senior Creditor
agrees, and the Borrowers consent, that except as otherwise provided in Section
8 below, at such time as any of such Collateral is released from the Senior
Creditor's lien thereon, it shall be delivered to the Subordinated Creditors to
be held as security for the Subordinated Obligations. In addition, if after the
Senior Creditor exercises its rights with respect to the Collateral and after
the application of the proceeds of the Collateral as provided in the Senior
Credit Agreement and the other Loan Documents, a surplus remains which would
otherwise be paid to the Borrowers, unless the Senior Creditor shall be directed
otherwise by a court of competent jurisdiction or by the Subordinated Creditors,
said surplus shall instead be delivered to the Subordinated Creditors to be
applied to the Subordinated Obligations in accordance with the terms thereof. In
foreclosing or realizing on the Senior Creditor's security interests in the
Collateral, so long as the Senior Creditor acts in a commercially reasonable
manner, the Senior Creditor may proceed in any manner which the Senior Creditor,
in its sole discretion, shall choose, even though a higher price might have been
realized if the Senior Creditor had proceeded to foreclose or realize on its
security interests in another manner.

        8.   RELEASE OF COLLATERAL. Without limiting any of the rights
(including the right to foreclose upon the Collateral) of the Senior Creditor
under the Senior Credit Agreement or the other Loan

                                       7
<Page>

Documents (as defined in the Senior Credit Agreement) or under the provisions of
any applicable law, in the event that the Senior Creditor shall release its
security interests in, and liens upon, any Collateral which is subject to a
security interest or lien in favor of the Subordinated Creditors, the
Subordinated Creditors agree that such Collateral shall thereupon be released
from all such security interests and liens in favor of the Subordinated
Creditors, provided that the Senior Creditor shall reasonably believe that such
Collateral is being sold or transferred either (a) in the ordinary course of
business or (b) following the occurrence and during the continuance of an Event
of Default. The Subordinated Creditors agree that immediately upon the written
request of the Senior Creditor therefor, the Subordinated Creditors will
execute, deliver and file any and all such termination statements, lien releases
or other agreements or instruments as the Senior Creditor shall reasonably deem
necessary or appropriate in order to give effect to the foregoing provisions of
this section 8. The Subordinated Creditors hereby irrevocably appoint the Senior
Creditor the true and lawful attorneys of the Subordinated Creditors for the
purpose of executing and filing any such termination statements, lien releases
or other agreements or instruments. Without limiting the generality of the
foregoing provisions of this section 8, the Senior Creditor may (but shall not
be obligated to) cause an independent appraisal to be made as to the fair value
of any Collateral proposed to be sold or transferred and may conclusively rely
upon the results of any such appraisal. The Borrowers agrees to reimburse the
Senior Creditor on demand for the cost of any such appraisal and any
unreimbursed amounts shall constitute Senior Obligations for all purposes of
this Agreement.

        9.   AMENDMENTS AND MODIFICATIONS OF FCC SENIOR CREDIT AGREEMENT;
REFINANCED SENIOR CREDIT AGREEMENT.

             (a)   FCC hereby reserves the right, in its sole discretion (and
without in any way diminishing or altering its rights hereunder or the
subordination provisions contained herein), to modify, amend, waive, extend or
release any of the terms of the FCC Senior Credit Agreement, the Notes, the
other Loan Documents or the Senior Obligations or of any other document relative
thereto and to exercise or refrain from exercising any powers or rights which it
may have thereunder; provided that unless the Subordinated Creditors otherwise
agree in writing, no such modification, amendment or extension of the FCC Senior
Credit Agreement shall provide for: (i) the maximum principal amount of the
Senior Obligations to exceed the Subordination Limit; (ii) the maximum rate of
interest with respect to the Senior Obligations to exceed the greater of (A) the
Adjusted Base Rate (as defined in the FCC Senior Credit Agreement) plus 5.00% or
(B) the Eurodollar Rate (as defined in the FCC Senior Credit Agreement) plus
7.25%; or (iii) the payment by the Borrowers of any modification, amendment,
waiver, extension or similar fees in an aggregate amount in excess of 5% of the
maximum principal amount of the Senior Obligations.

             (b)   Wynnchurch and each other holder from time to time of the
Subordinated Obligations hereby acknowledges and agrees that this Agreement
shall apply to, and the provisions of this Agreement shall inure to the benefit
of, any Senior Creditor from time to time party to any Refinanced Senior Credit
Agreement, provided that unless the Subordinated Creditors otherwise agree in
writing, no Refinanced Senior Credit Agreement shall: (i) provide for the
maximum principal amount of the Senior Obligations to exceed the Subordination
Limit; (ii) provide for the maximum rate of interest with respect to the Senior
Obligations to exceed the greater of (A) the Adjusted Base Rate (as defined in
the FCC Senior Credit Agreement) plus 5.00% or (B) the Eurodollar Rate (as
defined in the FCC Senior Credit Agreement) plus 7.25%; (iii) require the
Borrowers to pay any commitment, closing or similar fees in an aggregate amount
in excess of 5% of the maximum principal amount of the Senior Obligations; or
(iv) contain financial covenants or other terms and conditions that are
materially less favorable to the Borrowers than the terms and conditions of the
FCC Senior Credit Agreement.

             (c)   This Agreement may be amended by or otherwise modified by an
agreement in writing signed by the Senior Creditor and the Subordinated
Creditors and such amendment or

                                       8
<Page>

modification shall be binding on the Senior Creditor, the Subordinated Creditors
and the Borrowers; provided, however, no such amendment or modification unless
consented to by the Borrowers shall amend or modify the Borrowers' underlying
obligations under the Senior Obligations or Subordinated Obligations.

        10.  FURTHER ASSURANCES. Each of the Borrowers and the Subordinated
Creditors for itself and its respective successors and assigns, agrees to
execute and deliver to the Senior Creditor, and the Borrowers and the Senior
Creditor agree to execute and deliver to the Subordinated Creditors, in each
case at the expense of the Borrowers, such further documents and instruments and
to take such further action as the Senior Creditor or the Subordinated Creditors
may at any time or times reasonably request in order to carry out the provisions
and intent of this Agreement.

        11.  NOTICES. All notices and other communications hereunder shall be in
writing and shall be personally delivered, sent by facsimile transmission, or
mailed by first class mail, postage prepaid, as follows:

             (a)   If to the Subordinated Creditors:

                   Wynnchurch Capital Partners, L.P.
                   Two Conway Park
                   150 Field Drive, Suite 165
                   Lake Forest, Illinois  60045
                   Attn:  John A. Hatherly
                   Fax No.: (847) 604-6105

                   with a copy to:

                   Altheimer & Gray
                   10 South Wacker Drive
                   Chicago, Illinois  60606-7482
                   Attn: Mark Kindelin, Esq.
                   Fax No.: (312) 715-4800

             (b)   If to the Borrowers:
                   Alternative Resources Corporation
                   600 Hart Road, Suite 300
                   Barrington, Illinois  60010
                   Attn: Chief Financial Officer
                   Fax No.:  847-381-6604

                   with a copy to:

                   McDermott Will & Emery
                   227 West Monroe Street
                   Chicago, Illinois  60606
                   Attn:  Lauretta Moran, Esq.
                   Fax No.:  312-984-7700

                                       9
<Page>

             (c)   If to the Senior Creditor:

                   Fleet Capital Corporation
                   One Federal Street
                   Mail Stop MA DE 10307X
                   Boston, Massachusetts 02110
                   Attn: Christopher Godfrey
                   Fax No.:  617-654-1167

                   with a copy to:

                   Palmer & Dodge LLP
                   111 Huntington Avenue
                   Boston, Massachusetts  02199
                   Attn: David Ruediger, Esq.
                   Fax No.:  617-227-4420

or to such other address or addresses as the party to whom such notice is
directed may have designated in writing to the other parties hereto. A notice
shall be deemed to have been given upon the earlier to occur of (i) three (3)
days after the date on which it is deposited in the U.S. mails or (ii) receipt
by the party to whom such notice is directed.

        12.  SUCCESSORS: CONTINUING EFFECT. ETC. This Agreement is being entered
into for the benefit of, and shall be binding upon, the holders of the Senior
Obligations and the holders of the Subordinated Obligations and their respective
successors and assigns. This Agreement shall be a continuing agreement and shall
be irrevocable and shall remain in full force and effect so long as there are
both Senior Obligations (including, if applicable, any portion of the Senior
Creditor's "Revolving Credit Commitment" under the Senior Credit Agreement) and
Subordinated Obligations outstanding.

        13.  MISCELLANEOUS. In case any provision in this Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
This Agreement may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which shall be an
original, but all of which together shall constitute one and the same
instrument. This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts.

                                  {End of Text}

                                       10
<Page>

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


                            FLEET CAPITAL CORPORATION


                            By: /s/ Christopher Godfrey
                            Name:   Christopher Godfrey
                            Title:  Senior Vice President

                            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


                            ALTERNATIVE RESOURCES CORPORATION


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


                            ARC SERVICE, INC.


                            By: /s/ Steven Purcell
                            Name:   Steven Purcell
                            Title:  Vice President and Secretary

                                       11
<Page>

                            ARC SOLUTIONS, INC.


                            By: /s/ Steven Purcell
                            Name:   Steven Purcell
                            Title:  Vice President and Secretary


                            ARC MIDHOLDING, INC.


                            By: /s/ Steven Purcell
                            Name:   Steven Purcell
                            Title:  Vice President and Secretary


                            WRITERS INC.


                            By: /s/ Steven Purcell
                            Name:   Steven Purcell
                            Title   Vice President and Secretary

                                       12

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.12
<SEQUENCE>14
<FILENAME>a2069827zex-4_12.txt
<DESCRIPTION>FLEET PLEDGE AGMT
<TEXT>
<Page>

                                                                    EXHIBIT 4.12

                                PLEDGE AGREEMENT

        THIS AGREEMENT, dated as of January 31, 2002 by and among Alternative
Resources Corporation, a Delaware corporation, ARC Service, Inc., a Delaware
corporation, ARC Solutions, Inc., a Delaware corporation, ARC Midholding, Inc.,
a Delaware corporation, and Writers Inc., a California corporation (hereinafter
collectively referred to as the "PLEDGORS"), each having an address at 600 Hart
Road, Suite 300, Barrington, Illinois 60010, and Fleet Capital Corporation (the
"LENDER"), having an address at One Federal Street, Boston, Massachusetts 02110.

                              WITNESSETH:

        WHEREAS, each Pledgor is a borrower under the terms of a Credit and
Security Agreement among the Borrowers and Lender (as amended, supplemented or
otherwise modified from time to time, the "CREDIT AGREEMENT") pursuant to which
the Lender has agreed, subject to the terms and conditions set forth therein, to
make certain loans and extensions of credit to and for the account of the
Borrowers; and

             WHEREAS, each Pledgor owns the percentage of the outstanding
shares of capital stock of the companies listed on SCHEDULE I hereto as set
forth on such SCHEDULE I hereto and is holder of certain other instruments and
securities (such companies and the issuers of such instruments and securities,
collectively called the "LISTED COMPANIES"); and

        WHEREAS, the obligation of the Lender to make loans and extend credit to
and for the account of the Borrowers is subject to the conditions, among others,
that each Pledgor shall execute and deliver this Agreement and grant the pledge
and security interest hereinafter described;

        NOW, THEREFORE, in consideration of the willingness of the Lender to
enter into the Credit Agreement and to make loans and extend credit to and for
the account of the Borrowers thereunder, and for other good and valuable
consideration, receipt of which is hereby acknowledged, it is hereby agreed as
follows:

        1.   DEFINED TERMS. Except as otherwise expressly defined herein, all
capitalized terms shall have the meanings ascribed to them in the Credit
Agreement.

        2.   SECURITY INTEREST. Each Pledgor hereby deposits with, and pledges
to, the Lender (a) all investment property which such Pledgor holds in the
Listed Companies which are listed on SCHEDULE I, including, without limitation,
the shares of capital stock of the Listed Companies as listed on SCHEDULE I
attached hereto (the "PLEDGED EQUITY") (together with the appropriate powers
duly endorsed in blank), and (b) the promissory notes payable to the Pledgors as
listed in SCHEDULE II attached hereto (the "PLEDGED NOTES") (together with the
appropriate allonges duly endorsed in blank), and each Pledgor hereby grants to
the Lender a security interest in all of the Pledged Equity and the Pledged
Notes and any additional investment property, securities or collateral from time
to time held by the Pledgors (collectively, the "PLEDGED COLLATERAL") as
security for the due and punctual payment and performance of the Secured
Obligations described in Section 3 hereof.

        3.   SECURED OBLIGATIONS. The security interest hereby granted shall
secure the due and punctual payment and performance of the Obligations and all
other Indebtedness, liabilities and obligations of any of the Borrowers to the
Lender, the Issuing Lender or the Cash Management Bank, whether direct or
indirect, absolute or contingent, due or to become due or now existing or
hereafter arising, including, without limitation, any and all other fees,
premiums, penalties, any and all obligations

<Page>

of any of the Pledgors under any Hedging Agreements, in each case in connection
with the Credit Agreement, this Agreement and the other Loan Documents
(collectively, the "SECURED OBLIGATIONS").

        4.   SPECIAL WARRANTIES AND COVENANTS OF THE PLEDGORS. Each Pledgor
hereby warrants and covenants to the Lender with respect to the Pledged
Collateral for which it is the "Pledgor," as set forth on SCHEDULE I or
SCHEDULE II, as applicable, that:

             (a)   The Pledged Collateral is duly and validly pledged with the
Lender in accordance with law, upon delivery of the applicable stock
certificates and/or instruments, the Lender will have a First Priority security
interest in such Pledged Collateral, and each Pledgor warrants and will defend
the Lender's right, title and security interest in and to the Pledged Collateral
against the claims and demands of all Persons whomsoever.

             (b)   Each Pledgor has good title to the Pledged Collateral, free
and clear of all Liens, except as expressly set forth in or permitted under the
Credit Agreement.

             (c)   All of the Pledged Equity has been, to the knowledge of the
Pledgors, duly and validly issued and is fully paid and nonassessable.

             (d)   The Pledged Equity constitutes the amount and percentage of
shares of the presently issued and outstanding capital stock of the Listed
Companies as set forth on SCHEDULE I.

             (e)   If any additional shares of capital stock of any class of the
Listed Companies or if any promissory notes of the Listed Companies or other
securities of the Listed Companies are acquired by any Pledgor after the date
hereof, the same shall constitute Pledged Collateral and shall be deposited with
and pledged to the Lender as provided in Section 2 hereof simultaneously with
such acquisition. The Pledgors will promptly notify the Lender of the date and
amount of any loans made from time to time by the Pledgors to the Listed
Companies as permitted by the Credit Agreement.

             (f)   No Pledgor will sell, convey or otherwise dispose of any of
the Pledged Collateral, nor will any Pledgor create, incur or permit to exist
any Lien with respect to any of the Pledged Collateral or the proceeds thereof,
other than Liens with respect to the Pledged Collateral created hereby or Liens
which are otherwise permitted under the Loan Documents and permitted by the
Credit Agreement.

             (g)   No Pledgor will consent to or approve the issuance of any
additional shares of capital stock of any class of the Listed Companies, except
for the issuance of additional shares of capital stock to such Pledgor as
permitted by and in accordance with the terms of the Credit Agreement, provided
that any such additional shares of capital stock shall be deposited with and
pledged to the Lender simultaneously with such issuance as provided in Section 2
hereof.

             (h)   The Pledged Notes evidence the amount of outstanding
indebtedness for money borrowed of the respective issuers thereof indicated on
SCHEDULE II hereto.

             (i)   If any additional promissory notes are acquired by any
Pledgor from the issuers of the Pledged Notes or any other Person, the same
shall constitute Pledged Notes and Pledged Collateral and shall be deposited
with and pledged to the Lender as provided in Section 2 hereof simultaneously
with such acquisition. The Pledgors will promptly notify the Lender of any loans
made from time to time to such issuers as permitted by the Credit Agreement.

<Page>

        5.   DISTRIBUTIONS. In case, upon the dissolution, winding up,
liquidation or reorganization of the Listed Companies whether in bankruptcy,
insolvency or receivership proceedings or upon an assignment for the benefit of
creditors or any other marshaling of the assets and liabilities of the Listed
Companies or otherwise, any sum shall be paid or any property shall be
distributed upon or with respect to any of the Pledged Collateral, such sum
shall be paid over to the Lender as security for the Secured Obligations. In
case any stock dividend shall be declared on any of the Pledged Collateral, or
any share of stock or fraction thereof shall be issued pursuant to any stock
split involving any of the Pledged Collateral, or any distribution of capital or
profits shall be made on any of the Pledged Collateral, or any property shall be
distributed upon or with respect to the Pledged Collateral, the limited
partnership interests, limited liability company interests, shares, cash or
other property so distributed shall be delivered to the Lender as collateral
security for the Secured Obligations.

        6.   EVENTS OF DEFAULT. The Pledgors shall be in default under this
Agreement upon the happening of any Event of Default, as defined in the Credit
Agreement (herein called an "EVENT OF DEFAULT").

        7.   RIGHTS AND REMEDIES OF SECURED PARTIES. Upon the occurrence and
during the continuance of an Event of Default, the Lender shall have the
following rights and remedies:

             (a)   All rights and remedies provided by law, including, without
limitation, those provided by the Uniform Commercial Code;

             (b)   All rights and remedies provided in this Agreement; and

             (c)   All rights and remedies provided in the Credit Agreement
or in the other Loan Documents, or in any other agreement, document or
instrument pertaining to the Secured Obligations.

        8.   RIGHT TO TRANSFER INTO NAME OF LENDER, ETC. Upon the
occurrence and during the continuance of an Event of Default, but subject to the
provisions of the Uniform Commercial Code or other applicable law, the Lender
may cause all or any of the Pledged Collateral to be transferred into its name
or into the name of its nominee or nominees. So long as no Event of Default
shall have occurred and be continuing, each Pledgor shall be entitled to
exercise as such Pledgor shall deem fit, but in a manner not inconsistent with
the terms hereof or of the Secured Obligations, the voting power with respect to
the Pledged Collateral.

        9.   RIGHT OF LENDER TO EXERCISE VOTING POWER, ETC. Upon the
occurrence and during the continuance of an Event of Default, the Lender shall
be entitled to exercise the voting power with respect to the Pledged Collateral,
to receive and retain, as collateral security for the Secured Obligations, any
and all dividends or other distributions at any time and from time to time
declared or made upon any of the Pledged Collateral, and to exercise any and all
rights of payment, conversion, exchange, subscription or any other rights,
privileges or options pertaining to the Pledged Collateral as if it were the
absolute owner thereof, including, without limitation, the right to exchange, at
its discretion, any and all of the Pledged Collateral upon the merger,
consolidation, reorganization, recapitalization or other readjustment of the
Listed Companies or, upon the exercise of any such right, privilege or option
pertaining to the Pledged Collateral, and in connection therewith, to deposit
and deliver any and all of the Pledged Collateral with any committee,
depositary, transfer agent, registrar or other designated agency upon such terms
and conditions as the Lender may determine, all without liability except to
account for property actually received, but the Lender shall have no duty to
exercise any of the aforesaid rights, privileges or options and shall not be
responsible for any failure to do so or delay in so doing.

<Page>

        10.  RIGHT OF LENDER TO DISPOSE OF COLLATERAL, ETC. Upon the
occurrence and during the continuance of an Event of Default, the Lender shall
have the right at any time or times thereafter to sell, resell, assign and
deliver all or any of the Pledged Collateral in one or more parcels at any
exchange or broker's board or at public or private sale. Unless the Pledged
Collateral is perishable or threatens to decline speedily in value or is of a
type customarily sold on a recognized market, the Lender will give the Pledgors
at least ten (10) days' prior written notice in accordance with Section 20
hereof of the time and place of any public sale thereof or of the time after
which any private sale or any other intended disposition of any of the Pledged
Collateral is to be made. Any such notice shall be deemed to meet any
requirement hereunder or under any applicable law (including the Uniform
Commercial Code) that reasonable notification be given of the time and place of
such sale or other disposition. Such notice may be given without any demand of
performance or other demand, all such demands being hereby expressly waived by
each Pledgor. All such sales shall be at such commercially reasonable price or
prices as the Lender shall reasonably deem best and either for cash or on credit
or for future delivery (without assuming any responsibility for credit risk). At
any such sale or sales, the Lender may purchase any or all of the Pledged
Collateral to be sold thereat upon such terms as the Lender may deem best. Upon
any such sale or sales, the Pledged Collateral so purchased shall be held by the
purchaser absolutely free from any claims or rights of whatsoever kind or
nature, including any equity of redemption and any similar rights, all such
equity of redemption and any similar rights being hereby expressly waived and
released by each Pledgor. In the event any consent, approval or authorization of
any governmental agency will be necessary to effectuate any such sale or sales,
each Pledgor shall execute, and hereby agrees to cause the Listed Companies to
execute, all such applications or other instruments as may be required.

        Each Pledgor recognizes that the Lender may be unable to effect a public
sale of all or a part of the Pledged Collateral by reason of certain
prohibitions contained in the Securities Act of 1933, as amended (the
"Securities Act") or otherwise but may be compelled to resort to one or more
private sales to a restricted group of purchasers, each of whom will be
obligated to agree, among other things, to acquire such Pledged Collateral for
its own account, for investment and not with a view to the distribution or
resale thereof. Each Pledgor acknowledges that private sales so made may be at
prices and upon other terms less favorable to the seller than if such Pledged
Collateral were sold at public sales without such restrictions, and that the
Lender has no obligation to delay sale of any such Pledged Collateral for the
period of time necessary to permit such Pledged Collateral to be registered for
public sale under the Securities Act. Each Pledgor agrees that any such private
sales shall not be deemed to have been made in a commercially unreasonable
manner solely because they shall have been made under the foregoing
circumstances.

        11.  COLLECTION OF AMOUNTS PAYABLE ON ACCOUNT OF PLEDGED COLLATERAL,
ETC. Upon the occurrence and during the continuance of an Event of Default, the
Lender may, but without obligation to do so, demand, sue for and/or collect any
money or property at any time due, payable or receivable, to which it may be
entitled hereunder, on account of, or in exchange for, any of the Pledged
Collateral and shall have the right, for and in the name, place and stead of
each Pledgor, to execute endorsements, assignments or other instruments of
conveyance or transfer with respect to all or any of the Pledged Collateral.

        12.  CARE OF PLEDGED COLLATERAL IN LENDER'S POSSESSION. Beyond the
exercise of reasonable care to assure the safe custody of the Pledged Collateral
while held hereunder, the Lender shall have no duty or liability to collect any
sums due in respect thereof or to protect or preserve rights pertaining thereto,
and shall be relieved of all responsibility for the Pledged Collateral upon
surrendering the same to the Pledgors.

        13.  PROCEEDS OF COLLATERAL. The proceeds of any sale or sales of
the Pledged Collateral, together with any other additional collateral security
at the time received and held hereunder, shall be

<Page>

received and applied: FIRST, to the payment of all reasonable costs and expenses
of such sale, including reasonable attorneys' fees; SECOND, to the payment of
the Secured Obligations by the Lender in accordance with the terms of the Credit
Agreement; and THIRD, any surplus thereafter remaining shall be paid to the
Pledgors or to whomever may be legally entitled thereto (including, if
applicable, any subordinated creditor of the Listed Companies or the Pledgors).
By way of enlargement and not by way of limitation of the rights of the Lender
under applicable law or the Credit Agreement or other Loan Documents, the Lender
shall allocate the proceeds of the Pledged Collateral to the Secured Obligations
(including without limitation the Loans) in accordance with the terms of the
Credit Agreement. In the event the proceeds of any sale, lease or other
disposition of the Pledged Collateral hereunder are insufficient to pay all of
the Secured Obligations in full, each Pledgor will be liable for the deficiency,
together with interest thereon at the maximum rate provided in the Credit
Agreement, and the reasonable cost and expenses of collection of such
deficiency, including (to the extent permitted by law), without limitation,
reasonable attorneys' fees, expenses and disbursements.

        14.  CREDIT AGREEMENT. Notwithstanding any other provision of this
Agreement, the rights of the parties hereunder are subject to the provisions of
the Credit Agreement, including the provisions thereof pertaining to the rights
and responsibilities of the Lender. In the event that any provision of this
Agreement is in conflict with the terms of the Credit Agreement, the Credit
Agreement shall control.

        15.  WAIVERS, ETC. Each Pledgor hereby waives presentment, demand,
notice, protest and, except as is otherwise provided herein, all other demands
and notices in connection with this Agreement or the enforcement of the Lender's
rights hereunder or in connection with any Secured Obligations or any Pledged
Collateral; consents to and waives notice of the granting of renewals,
extensions of time for payment or other indulgences to the Listed Companies or
the Pledgors or to any third party, or substitution, release or surrender of any
collateral security for any Secured Obligation, the addition or release of
Persons primarily or secondarily liable on any Secured Obligation or on any
collateral security for any Secured Obligation, the acceptance of partial
payments on any Secured Obligation or on any collateral security for any Secured
Obligation and/or the settlement or compromise thereof. No delay or omission on
the part of the Lender in exercising any right hereunder shall operate as a
waiver of such right or of any other right hereunder. Any waiver of any such
right on any one occasion shall not be construed as a bar to or waiver of any
such right on any future occasion. EACH PLEDGOR FURTHER WAIVES ANY RIGHT IT MAY
HAVE UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, UNDER THE LAWS OF ANY
STATE IN WHICH ANY OF THE PLEDGED COLLATERAL MAY BE LOCATED, OR UNDER THE LAWS
OF THE UNITED STATES OF AMERICA, TO NOTICE (OTHER THAN ANY REQUIREMENT OF NOTICE
PROVIDED HEREIN) OR TO A JUDICIAL HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR
REMEDY PROVIDED BY THIS AGREEMENT TO THE LENDER AND WAIVES ITS RIGHTS, IF ANY,
TO SET ASIDE OR INVALIDATE ANY SALE DULY CONSUMMATED IN ACCORDANCE WITH THE
FOREGOING PROVISIONS HEREOF ON THE GROUNDS (IF SUCH BE THE CASE) THAT THE SALE
WAS CONSUMMATED WITHOUT A PRIOR JUDICIAL HEARING. Each Pledgor's waivers under
this Section have been made voluntarily, intelligently and knowingly and after
such Pledgor has been apprized and counseled by its attorneys as to the nature
thereof and its possible alternative rights.

        16.  TERMINATION; ASSIGNMENT, ETC. When all the Secured Obligations
have been paid in full and have been terminated and the commitment of the Lender
to make any loan or extend any credit under the Credit Agreement has terminated
or expired and no Letters of Credit remain outstanding, this Agreement and the
security interest in the Pledged Collateral created hereby shall terminate. No
waiver by the Lender or by any other holder of Secured Obligations of any
default shall be effective unless in writing nor operate as a waiver of any
other default or of the same default on a future occasion. In the event of a
sale or assignment by the Lender of all or any of the Secured Obligations held
by it, the Lender

<Page>

(or any assignee of the Lender) may assign or transfer its rights and interest
under this Agreement in whole or in part to the purchaser or purchasers of such
Secured Obligations, whereupon such purchaser or purchasers shall become vested
with all of the powers and rights of the Lender hereunder.

        17.  REINSTATEMENT. Notwithstanding the provisions of Section 16,
of this Agreement shall continue to be effective or be reinstated, as the case
may be, if at any time any amount received by the Lender in respect of the
Secured Obligations is rescinded or must otherwise be restored or returned by
the Lender upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of any of the Listed Companies, any Pledgor or upon the
appointment of any intervener or conservator of, or trustee or similar official
for, the Listed Companies or any Pledgor, or any substantial part of their
respective properties, or otherwise, all as though such payments had not been
made.

        18.  GOVERNMENTAL APPROVALS, ETC. Upon the exercise by the Lender
any power, right, privilege or remedy pursuant to this Agreement which requires
any consent, approval, qualification or authorization of any governmental
authority or instrumentality, each Pledgor will execute and deliver, or will
cause the execution and delivery of, all applications, certificates, instruments
and other documents and papers that the Lender may be required to obtain for
such governmental consent, approval, qualification or authorization.

        19.  RESTRICTIONS ON TRANSFER, ETC. To the extent that any
restrictions imposed by the charter or by-laws of any of the Listed Companies or
any other document or instrument would in any way affect or impair the pledge of
the Pledged Collateral hereunder or the exercise by the Lender of any right
granted hereunder, including, without limitation, the right of the Lender to
dispose of the Pledged Collateral upon the occurrence and during the continuance
of an Event of Default, each Pledgor hereby waives such restrictions to the
extent permitted under applicable law, and represents and warrants that it has
caused the Listed Companies to take all necessary action to waive such
restrictions, and each Pledgor hereby agrees that it will take any further
action which the Lender may reasonably request in order that the Lender may
obtain and enjoy the full rights and benefits granted to the Lender by this
Agreement free of any such restrictions.

        20.  NOTICES. All notices, consents, approvals, elections and
other communications hereunder shall be in writing (whether or not the other
provisions of this Agreement expressly so provide) and shall be deemed to have
been duly given if delivered in accordance with the terms of the Credit
Agreement.

        21.  MISCELLANEOUS. This Agreement shall inure to the benefit of
and be binding upon the Lender and each Pledgor and their respective successors
and assigns, and the term "Lender" shall be deemed to include any other holder
or holders of any of the Secured Obligations. In case any provision in this
Agreement shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby. This Agreement may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which
shall be an original, but all of which together shall constitute one instrument.

        22.  GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL.

             (a)   This Agreement shall be construed in accordance with and
governed by the laws of The Commonwealth of Massachusetts.

             (b)   Each party hereto hereby irrevocably and unconditionally
submits, for itself and its property, to the nonexclusive jurisdiction of the
courts of The Commonwealth of Massachusetts and of the United States District
Court for the District of Massachusetts, and any appellate court from any
thereof, in any action or proceeding arising out of or relating to this
Agreement or the other Loan

<Page>

Documents, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such
Massachusetts court (or, to the extent permitted by law, in such Federal court).
Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. Nothing in this
Agreement shall affect any right that the Lender may otherwise have to bring any
action or proceeding relating to this Agreement against the Borrowers or any of
their properties in the courts of any jurisdiction.

             (c)   Each party hereto hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or the other
Loan Documents in any court referred to in paragraph (b) of this Section 22.
Each of the parties hereto hereby irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.

             (d)   Each party to this Agreement irrevocably consents to service
of process in the manner provided for notices in the Credit Agreement. Nothing
in this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.

             (e)   EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, LENDER OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 22.

<Page>

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

                             PLEDGORS:

                             ALTERNATIVE RESOURCES CORPORATION


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


                             ARC SERVICE, INC.


                             By: /s/ Steven Purcell
                                 ------------------
                             Name:   Steven Purcell
                             Title:  Vice President and Secretary


                             ARC SOLUTIONS, INC.


                             By: /s/ Steven Purcell
                                 ------------------
                             Name:   Steven Purcell
                             Title:  Vice President and Secretary


                             ARC MIDHOLDING, INC.


                             By: /s/ Steven Purcell
                                 ------------------
                             Name:   Steven Purcell
                             Title:  Vice President and Secretary


                             WRITERS INC.


                             By: /s/ Steven Purcell
                                 ------------------
                             Name:   Steven Purcell
                             Title:  Vice President and Secretary

<Page>

                             LENDER:


                             FLEET CAPITAL CORPORATION


                             By: /s/ Christopher Godfrey
                                 -----------------------
                             Name:   Christopher Godfrey
                             Title:  Senior Vice President

<Page>

                                                                      SCHEDULE I
                                                           (to Pledge Agreement)

                                  PLEDGED STOCK

<Table>
<Caption>
-----------------------------------------------------------------------------------------------------------------
                                                                   NO. AND             % OF TOTAL  CERTIFICATE
          PLEDGOR                    LISTED COMPANY            CLASS OF SHARES           SHARES       NO.(S)
-----------------------------------------------------------------------------------------------------------------
<S>                              <C>                     <C>                              <C>          <C>
Alternative Resources            ARC Service, Inc.                100 common              100%          1
Corporation
-----------------------------------------------------------------------------------------------------------------
Alternative Resources            ARC Solutions, Inc.        72,654 Class A common         100%          A2
Corporation                      (f/k/a CGI Systems,        16,020 Class A common                       A3
                                 Inc.)                      684,166 Class A common                     A11
                                                             6,536 Class B common                       B9
-----------------------------------------------------------------------------------------------------------------
Alternative Resources            ARC Midholding, Inc.           70,000 common             100%          1
Corporation                      (f/k/a CGI              1,510,000 Class A Preferred                    3
                                 Corporation)            2,800,000 Class A Preferred                    5
                                                          950,000 Class B Preferred                     12
-----------------------------------------------------------------------------------------------------------------
Alternative Resources            Writers Inc.                    1000 common              100%          3
Corporation
-----------------------------------------------------------------------------------------------------------------
</Table>

<Page>

                                                                     SCHEDULE II
                                                           (to Pledge Agreement)

                                 PLEDGED NOTES

                                      None.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.13
<SEQUENCE>15
<FILENAME>a2069827zex-4_13.txt
<DESCRIPTION>WYNNCHURCH PLEDGE AGMT
<TEXT>
<Page>

                                                                    EXHIBIT 4.13

                             STOCK PLEDGE AGREEMENT

        This STOCK PLEDGE AGREEMENT (this "PLEDGE AGREEMENT"), dated as of
January 31, 2002, is among Alternative Resources Corporation, a Delaware
corporation ("PLEDGOR"), and Wynnchurch Capital Partners, L.P., a Delaware
limited partnership ("Wynnchurch") and Wynnchurch Capital partners Canada, L.P.,
an Alberta, Canada limited partnership ("Wynnchurch Canada") (each of Wynnchurch
and Wynnchurch Canada, a "PLEDGEE" and, collectively, the "PLEDGEES").

                                    RECITALS

        A.   Pledgor and Pledgees have entered into a Securities Purchase
Agreement of even date herewith (as the same may be amended, modified,
supplemented or restated from time to time, the "SECURITIES PURCHASE
AGREEMENT"), pursuant to which Pledgor has issued the Notes and Warrants subject
to the terms and conditions set forth in the Securities Purchase Agreement.

        B.   Pledgor  owns 100% of the issued and outstanding capital stock of
the Pledged Companies (as defined below).

        C.   One of the conditions precedent to Pledgees' obligations to
enter into the Securities Purchase Agreement and purchase the Notes and Warrants
is that Pledgor shall have executed and delivered this Pledge Agreement to
secure the payment and performance of the Pledgor's Obligations.

        NOW, THEREFORE, in order to induce Pledgees to enter into the
Securities Purchase Agreement, and for other good and valuable consideration,
the receipt and sufficiency of which hereby are acknowledged, Pledgor and both
Pledgee hereby agree as follows:

        1.   DEFINITIONS. All capitalized terms used but not elsewhere defined
in this Pledge Agreement shall have the respective meanings ascribed to such
terms in the Securities Purchase Agreement with reference to the other
Investment Agreements as necessary. The following terms shall have the following
meanings in this Pledge Agreement:

             COLLATERAL means the Securities and all additional securities of
        the Pledged Companies or any successor in interest to the Pledged
        Companies and other property and assets to which Pledgor or any
        successor in interest to Pledgor (with or without additional
        consideration) is or becomes entitled by virtue of the ownership by
        Pledgor or its successor in interest of any of the Securities or as the
        result of any corporate reorganization, merger, consolidation, stock
        split, conversion, preemptive right or otherwise, and the proceeds
        thereof.

             INTERCREDITOR AGREEMENT means the Intercreditor and Subordination
        Agreement dated as of January 31, 2002 among the Pledgees, the Pledgor,
        ARC Service, Inc., ARC Solutions, Inc., ARC Midholding, Inc., Writers,
        Inc. and FCC.

<Page>

             PLEDGED COMPANIES means, collectively, (i) ARC Service, Inc., a
        Delaware corporation, (ii) ARC Solutions, Inc., a Delaware corporation,
        (iii) ARC Midholding, Inc., a Delaware corporation, and (iv) Writers,
        Inc., a California corporation.

             PLEDGORS' OBLIGATIONS: (i) any and all indebtedness, due or to
        become due, now existing or hereafter arising, of Pledgor to Pledgees
        pursuant to the terms of the Notes and (ii) the performance of the
        covenants of Pledgor contained in the Notes.

             SECURITIES: all of the capital stock of the Pledged Companies
        and any warrants, options or other rights to purchase the capital stock
        of the Pledged Companies described in Exhibit A hereto, and duly
        executed assignments separate from certificates, in form attached hereto
        as Exhibit B.

        2.   PLEDGE OF COLLATERAL. In order to secure Pledgor's Obligations,
Pledgor hereby pledges, assigns and grants to both Pledgees a Lien in all
Collateral now owned or hereafter acquired by Pledgor.

        3.   REPRESENTATIONS, WARRANTIES AND COVENANTS. Pledgor hereby
represents, warrants and covenants to both Pledgees that (i) the Collateral
represents 100% of the issued and outstanding capital stock and warrants,
options and other rights to purchase capital stock of the Pledged Companies,
(ii) Pledgor is the legal and beneficial owner of the Collateral pledged by
Pledgor to Pledgees pursuant to this Pledge Agreement, (iii) the Collateral is
validly issued (except for Writers, Inc., as to which no representation is given
hereunder), fully paid and non-assessable and is registered in the name of
Pledgor, (iv) the pledge of the Collateral pursuant to the terms of this Pledge
Agreement creates a valid, and, upon the delivery of certificates representing
the Securities to or as directed by Pledgees, a perfected, Lien on the
Collateral in favor of Pledgees, second only to the Lien in the Collateral in
favor of FCC and any other Lien permitted as a prior Lien pursuant to the terms
of the Securities Purchase Agreement, (v) none of the Collateral is subject to
any Lien of any kind whatsoever, except for the first Lien granted to FCC, the
second Lien granted to Pledgees hereby and any other Liens thereon permitted
pursuant to the terms of the Securities Purchase Agreement, (vi) no
authorization, approval or other action by, or notice to or filing with, any
governmental body is required for the pledge by Pledgor of such Collateral
pursuant to the terms of this Pledge Agreement and (vii) until all of Pledgor's
Obligations have been paid and performed in full, such Pledgor: (A) will not
create or permit to exist any Lien upon or with respect to such Collateral,
except for the first Lien thereon granted to FCC pursuant to the terms of the
Credit Agreement and subject to the provisions of the Intercreditor Agreement,
the second Lien thereon granted to Pledgees by this Pledge Agreement, any other
Liens thereon permitted pursuant to the terms of the Securities Purchase
Agreement and (B) will not sell, transfer, convey, assign, or otherwise divest
Pledgor's interest in such Collateral, or any part thereof, to any other person
or entity except as a result of a merger or consolidation of a Pledged Company
with the Pledgor or another Pledged Company. Pledgor further represents and
warrants to each Pledgee that Pledgor's address for notice purposes and the
state and county of Pledgor's chief executive office is set forth on Exhibit C
hereto.

                                      - 2 -
<Page>

        4.   ADDITIONAL SECURITIES; STOCK SPLITS; STOCK DIVIDENDS.

             4.1   ADDITIONAL SECURITIES. Pledgor agrees that in the event that
        Pledgor, by virtue of the ownership by Pledgor of the Collateral, now
        is, or hereafter becomes, entitled (with or without additional
        consideration) to other or additional capital stock as the result of any
        reorganization, merger, consolidation, stock split, stock dividend,
        conversion, exercise of warrant or preemptive right or otherwise,
        Pledgor shall:

                   4.1.1   DELIVERY. Cause the issuer of such additional capital
             stock to deliver to or as directed by Pledgees all certificates and
             other documents, if any, evidencing the ownership by Pledgor of
             such additional capital stock and hereby authorizes and empowers
             Pledgees to demand the same from such issuer, and agrees if such
             certificates and other documents are delivered to Pledgor, to take
             possession thereof in trust for Pledgees;

                   4.1.2   UCC FINANCING STATEMENTS AND ASSIGNMENTS SEPARATE
             FROM CERTIFICATE. Deliver (i) to Pledgees such UCC financing
             statements and other documents executed by Pledgor as Pledgees
             require to perfect Pledgees' security interest in such additional
             capital stock and, (ii) to Pledgees, or prior to the termination of
             the Intercreditor Agreement to FCC, an assignment separate from
             certificate with respect to such capital stock in the form attached
             hereto as Exhibit B, executed in blank by Pledgor;

                   4.1.3   REPRESENTATIONS AND WARRANTIES. Deliver to Pledgees a
             certificate, executed by Pledgor and dated the date of such pledge
             as to the truth and accuracy on such date of the representations
             and warranties set forth in SECTION 3 hereof; and

                   4.1.4   ADDITIONAL DOCUMENTS. Deliver to Pledgees such other
             certificates, documents and other instruments as Pledgees may
             reasonably request in connection with the pledge of such additional
             capital stock by Pledgor.

             4.2   ADDITIONAL COLLATERAL. Pledgor agrees that such additional
        capital stock shall constitute a portion of the Collateral and be
        subject to this Pledge Agreement in the same manner and to the same
        extent as the Securities pledged hereby to Pledgees on the date hereof.

        5.   VOTING POWER. Unless and until an Event of Default shall have
occurred and is continuing, Pledgor shall be entitled to exercise all voting
powers in all company matters pertaining to the Collateral or otherwise, for any
purpose not inconsistent with, or in violation of, any of the Investment
Agreements.

        6.   INTERCREDITOR AGREEMENT. The Liens granted pursuant to this Pledge
Agreement are subject to the Intercreditor Agreement, which, among other things,
subordinates the Lien in the Collateral granted to Pledgee hereunder to the Lien
in the Collateral granted to the holders of Senior Obligations, as defined in
the Intercreditor Agreement.

                                      - 3 -
<Page>

        7.   DEFAULT AND REMEDIES.

             7.1   OCCURRENCE. The occurrence of an Event of Default under the
        Notes shall constitute an Event of Default hereunder.

             7.2   REMEDIES. If an Event of Default shall occur and be
        continuing, Pledgees, at their option and subject to the provisions of
        the Intercreditor Agreement, may:

                   7.2.1   REGISTRATION. Cause the Collateral to be registered
             in its name or in the name of its nominee;

                   7.2.2   VOTING POWER. Exercise all voting powers pertaining
             to the Collateral and otherwise act with respect thereto as though
             Pledgees were the owner thereof;

                   7.2.3   DISTRIBUTIONS.  Receive all dividends and
             distributions of any kind whatsoever on all or any part of the
             Collateral;

                   7.2.4   COLLECTION; CONVERSION. Exercise any and all rights
             of collection, conversion or exchange, and any and all other
             rights, privileges, options or powers of Pledgor pertaining or
             relating to the Collateral;

                   7.2.5   SALE OF COLLATERAL. Subject to any applicable state
             or federal securities laws, sell, assign and deliver the
             whole, or from time to time, any part of the Collateral at any
             broker's board or at any private sale or at public auction,
             with or without demand for performance or advertisement of the
             time or place of sale or adjournment thereof or otherwise, and
             free from any right of redemption (all of which hereby
             expressly are waived by Pledgor) for cash, for credit or for
             other property, for immediate or future delivery, and for such
             price and on such terms as Pledgees in their sole discretion
             may determine;

                   7.2.6   OTHER  REMEDIES. Exercise any other remedy
             specifically granted under this Pledge Agreement or now or
             hereafter existing in equity, or at law, by virtue of statute or
             otherwise; and

                   7.2.7   POWER OF ATTORNEY. With respect to the actions
             described in each of subsections 7.2.2 and 7.2.4 above, Pledgor
             hereby irrevocably constitutes and appoints each Pledgee its proxy
             and attorney-in-fact with full power of substitution and
             acknowledges that the constitution and appointment of such proxy
             and attorney-in-fact are coupled with an interest and are
             irrevocable until all of Pledgor's Obligations are paid and
             performed in full.

             7.3   AGREEMENT TO SELL COLLATERAL. For the purposes of this
        Section 7, an agreement to sell all or any part of the Collateral shall
        be treated as a sale thereof and Pledgees shall be free to carry out
        such sale pursuant to such agreement, and Pledgor

                                      - 4 -
<Page>

        shall not be entitled to the return of any of the same subject thereto,
        notwithstanding the fact that after Pledgees shall have entered into
        such an agreement, all Events of Default hereunder may have been
        remedied or all of Pledgor's Obligations may have been paid and/or
        performed in full.

             7.4   PLEDGEES MAY BID. At any sale made pursuant to Section 7.2
        above, Pledgees may bid for and purchase, free from any right of equity
        or redemption on the part of Pledgor (the same hereby being waived and
        released by Pledgor), any part or all of the Collateral that is offered
        for sale, and Pledgees, upon compliance with the terms of sale, may
        hold, retain and dispose of such Collateral without further
        accountability therefor.

             7.5   NO DUTY OF PLEDGEES. Pledgees shall not have any duty to
        exercise any of the rights, privileges, options or powers or to sell or
        otherwise realize upon any of the Collateral, as hereinbefore
        authorized, and Pledgees shall not be responsible for any failure to do
        so or delay in so doing.

             7.6   EFFECT OF SALE. Any sale of all or any portion of the
        Collateral pursuant to Section 7.2 above shall operate to divest all
        right, title and interest of Pledgor to the Collateral which is the
        subject of any such sale.

             7.7   SECURITIES ACT. Pledgor acknowledges that Pledgees may be
        unable to effect a public sale of all or a part of the Collateral by
        reason of certain prohibitions contained in the Securities Act, or that
        it may be able to do so only after delay which might adversely affect
        the value that might be realized upon the sale of the Collateral.
        Accordingly, Pledgor agrees that Pledgees, without the necessity of
        attempting to cause any registration of the Collateral to be effected
        under the Securities Act, may sell the Collateral or any part thereof in
        one or more private sales to a restricted group of purchasers who may be
        required to agree, among other things, that they are acquiring the
        Collateral for their own account, for investment purposes only, and not
        with a view toward the distribution or resale thereof. Pledgor agrees
        that any such private sale may be at prices or on terms less favorable
        to the owner of the Collateral sold than would be the case if such
        Collateral was sold at public sale, and that any such private sale shall
        not be deemed not to have been made in a commercially reasonable manner
        by virtue of such sale having been a private sale.

             7.8   TRANSFER OF CONTROL TO OTHER PERSONS. Pledgor acknowledges
        and agrees that a transfer of control of the Collateral may be made to a
        receiver, trustee or similar official or to any purchaser of all or any
        part of the other Collateral hereunder, pursuant to any court order,
        public or private sale, judicial sale, foreclosure or the exercise of
        any other remedies available to Pledgees hereunder or under applicable
        law.

             7.9   NOTICE. Pledgees shall give not less than 10 Business Days'
        prior written notice to Pledgor of any sale pursuant to this Section 7.
        Pledgor hereby agrees that such notice is commercially reasonable.

                                      - 5 -
<Page>

        8.   PLEDGEES' OBLIGATIONS, CUSTODIAL AGREEMENT, PERFORMANCE RIGHTS,
PLEDGE DOES NOT MAKE PLEDGEES SHAREHOLDERS. Neither Pledgee shall have any duty
to protect, preserve or enforce rights against the Collateral other than a duty
of reasonable custodial care of any such Collateral in its possession, it being
understood that, prior to either Pledgee's purchase of the Collateral at any
sale pursuant to Section 7 hereof, Pledgees shall (i) have no responsibility for
(A) ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relating to the Collateral, whether or not
Pledgees have or are deemed to have knowledge of such matters, (B) taking any
necessary steps to preserve rights against any parties with respect to the
Collateral or (C) making any capital contributions or other payments on behalf
of Pledgor and (ii) not be deemed to be a shareholder of the Pledged Companies
unless Pledgees purchase or otherwise retain the applicable portion of the
Collateral in connection with a foreclosure.

        9.   TERMINATION OF PLEDGE AGREEMENT. Upon the payment and performance
in full of all of the Notes or the conversion in full of all of the Notes in
accordance with their terms, Pledgees shall deliver to Pledgor the Collateral in
its possession and this Pledge Agreement thereupon shall terminate.

        10.  MISCELLANEOUS.

             10.1  EXERCISE OF RIGHTS. Pledgor unconditionally agrees that if
        an Event of Default has occurred and is continuing, Pledgees may
        exercise their rights and remedies hereunder prior to, concurrently
        with, or subsequent to the exercise by Pledgees of its rights and
        remedies against Pledgor or any other person or entity under any of the
        Investment Agreements or otherwise. The obligations of Pledgor under
        this Pledge Agreement shall be absolute and unconditional and shall
        remain in full force and effect without regard to, and shall not be
        released or discharged or in any way affected by:

                   10.1.1  AMENDMENTS. Any amendment or modification of or
             supplement to any of the Investment Agreements;

                   10.1.2  EXERCISE OR NON-EXERCISE OF RIGHTS. Any exercise or
             non-exercise of any right or remedy under any of the Investment
             Agreements, or the granting of any postponements or extensions
             for time of payment or other indulgences to Pledgor or any other
             person or entity, or the settlement or adjustment of any claim
             or the release or discharge or substitution of any person or
             entity primarily or secondarily liable with respect to any of
             the Investment Agreements;

                   10.1.3  BANKRUPTCY. The institution of any bankruptcy,
             insolvency, reorganization, debt arrangement, readjustment,
             composition, receivership or liquidation proceedings by or
             against Pledgor, the Pledged Companies, the Guarantors or any
             other person or entity; or

                                      - 6 -
<Page>

                   10.1.4  OTHER DEFENSES. Any other circumstance which
             otherwise might constitute a defense to, or a discharge of,
             Pledgor with respect to Pledgor's Obligations.

             10.2  RIGHTS CUMULATIVE. Each and every right, remedy and power
        granted to Pledgees hereunder shall be cumulative and in addition to any
        other right, remedy or power specifically granted herein or now or
        hereafter existing in equity, at law, by virtue of statute or otherwise
        and may be exercised by Pledgees, from time to time, concurrently or
        independently and as often and in such order as Pledgees may deem
        expedient. Any failure or delay on the part of either Pledgee in
        exercising any such right, remedy or power, or abandonment or
        discontinuance of steps to enforce the same, shall not operate as a
        waiver thereof or affect the right of either Pledgee thereafter to
        exercise the same, and any single or partial exercise of any such right,
        remedy or power shall not preclude any other or further exercise thereof
        or the exercise of any other right, remedy or power, and no such
        failure, delay, abandonment or single or partial exercise of rights of
        Pledgees hereunder shall be deemed to establish a custom or course of
        dealing or performance among the parties hereto.

             10.3  MODIFICATION. Any modification or waiver of any provision
        of this Pledge Agreement, or any consent to any departure by Pledgor
        therefrom, shall not be effective in any event unless the same is in
        writing and signed by both Pledgees and Pledgor and then such
        modification, waiver or consent shall be effective only in the specific
        instance and for the specific purpose given. Any notice to or demand on
        Pledgor in any event not specifically required of Pledgees hereunder
        shall not entitle Pledgor to any other or further notice or demand in
        the same, similar or other circumstances unless specifically required
        hereunder.

             10.4  FURTHER ASSURANCES. Pledgor agrees that at any time, and
        from time to time, after the execution and delivery of this Pledge
        Agreement, Pledgor, upon the request of either Pledgee, promptly will
        execute and deliver such further documents and do such further acts and
        things as either Pledgee reasonably may request in order to effect fully
        the purposes of this Pledge Agreement and to subject to the security
        interest created hereby any Collateral intended by the provisions hereof
        to be covered hereby. Pledgor and both Pledgees acknowledge their intent
        that, upon the occurrence of an Event of Default, Pledgees shall
        receive, to the fullest extent permitted by law and governmental policy,
        all rights necessary or desirable to obtain, use or sell the Collateral,
        and to exercise all remedies available to Pledgees under the Investment
        Agreements, the Uniform Commercial Code or other applicable law.

             10.5  PRESERVATION OF COLLATERAL. Pledgor agrees that it will
        warrant, preserve, maintain and defend, at the expense of Pledgor, the
        right, title and interest of Pledgees in and to the Collateral and all
        right, title and interest represented thereby against all claims,
        charges and demands of all persons or entities whomsoever which are
        based on a breach of Pledgor's Obligations hereunder.

                                      - 7 -
<Page>

             10.6  NOTICES. All notices and communications under this Pledge
        Agreement shall be delivered in the manner set forth in the Securities
        Purchase Agreement.

             10.7  GOVERNING LAW; JURISDICTION. This Pledge 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 Pledge 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. Pledgor irrevocably waives the defense of an inconvenient forum
        to the maintenance of such suit or proceeding. Pledgor further agrees
        that service of process upon Pledgor mailed by the first class mail
        shall be deemed in every respect effective service of process upon
        Pledgor in any suit or proceeding arising hereunder. Nothing herein
        shall affect either Pledgee'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.

             10.8  WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY
        APPLICABLE LAW WHICH CANNOT BE WAIVED, PLEDGOR AND PLEDGEES HEREBY WAIVE
        AND COVENANT THAT THEY 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 PLEDGE 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 PLEDGEES OR PLEDGOR 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. PLEDGOR AND
        PLEDGEES ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION 10.8 CONSTITUTE
        A MATERIAL INDUCEMENT UPON WHICH EACH OF PLEDGOR AND PLEDGEES HAVE
        RELIED, ARE RELYING AND WILL RELY IN ENTERING INTO THIS PLEDGE AGREEMENT
        AND THE OTHER INVESTMENT AGREEMENTS. Either Pledgee or Pledgor may file
        an original counterpart or a copy of this Section 10.8 with any court as
        written evidence of the consent of the parties hereto to the waiver of
        their respective right to trial by jury.

             10.9  SEVERABILITY. In the event that any provision of this
        Pledge Agreement is deemed to be invalid by reason of the operation of
        any law, or by reason of the interpretation placed thereon by any court,
        the validity, legality and enforceability of the remaining terms and
        provisions of this Pledge Agreement shall not in any way be

                                      - 8 -
<Page>

        affected or impaired thereby, all of which shall remain in full force
        and effect, and the affected term or provision shall be modified to the
        minimum extent permitted by law so as to achieve most fully the
        intention of this Pledge Agreement.

             10.10 SUCCESSORS AND ASSIGNS. This Pledge Agreement shall inure
        to the benefit of the successors and assigns of Pledgees and the holders
        of the Notes and shall be binding upon the successors and assigns of
        Pledgor.

             10.11 COUNTERPARTS. This Pledge Agreement may be executed in one
        or more counterparts, each of which shall be deemed to be an original,
        but all of which when taken together shall be deemed to be one and the
        same instrument.

             10.12 NOTATION ON BOOKS. Concurrently with the execution and
        delivery hereof, Pledgor shall cause the Pledged Companies to register
        in its books the security interests in and the pledge of the Collateral
        effected hereby.

                [remainder of this page intentionally left blank]

<Page>

        IN WITNESS WHEREOF, Pledgor and both Pledgees have caused this Pledge
Agreement to be executed as of the date first above written.

PLEDGOR:

ALTERNATIVE RESOURCES CORPORATION


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


PLEDGEES:

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

<Page>

                       ACKNOWLEDGMENT OF PLEDGED COMPANIES

        Each of the undersigned hereby acknowledges, on behalf of the Pledged
Companies, the pledge of the Securities described above pursuant to the terms of
this Pledge Agreement.

ARC SERVICE, INC.


By:  /s/ Steven Purcell
     ------------------
Name:   Steven Purcell
Title:  Vice President and Secretary


ARC SOLUTIONS, INC.


By:  /s/ Steven Purcell
     ------------------
Name:   Steven Purcell
Title:  Vice President and Secretary


ARC MIDHOLDING, INC.


By:  /s/ Steven Purcell
     ------------------
Name:   Steven Purcell
Title:  Vice President and Secretary


WRITERS, INC.

By:  /s/ Steven Purcell
     ------------------
Name:   Steven Purcell
Title:  Vice President and Secretary

<Page>

                                    EXHIBIT A

                            Description of Securities


ARC SERVICE, INC.

100 shares of common stock held by Alternative Resources Corporation,
represented by Certificate No. 1.

ARC SOLUTIONS, INC. (f/k/a CGI SYSTEMS, INC.)

72,654 shares of Class A common stock held by Alternative Resources Corporation,
represented by Certificate No. A2.

16,020 shares of Class A common stock held by Alternative Resources Corporation,
represented by Certificate No. A3.

684,166 shares of Class A common stock held by Alternative Resources
Corporation, represented by Certificate No. A11.

6,536 shares of Class B common stock held by Alternative Resources Corporation,
represented by Certificate No. B9.

ARC MIDHOLDING, INC. (f/k/a CGI CORPORATION)

70,000 shares of common stock held by Alternative Resources Corporation,
represented by Certificate No. 1.

1,510,000 shares of Class A Preferred Stock held by Alternative Resources
Corporation, represented by Certificate No. 3.

2,800,000 shares of Class A Preferred Stock held by Alternative Resources
Corporation, represented by Certificate No. 5.

950,000 shares of Class B Preferred Stock held by Alternative Resources
Corporation, represented by Certificate No. 12.


WRITERS INC.

1000 shares of common stock held by Alternative Resources Corporation,
represented by Certificate No. 3.

<Page>

                                    EXHIBIT B

                  FORM OF ASSIGNMENT SEPARATE FROM CERTIFICATE

         FOR VALUE RECEIVED, the undersigned does hereby sell, assign and
transfer unto __________________________ ("__________"), ______________ (______)
shares of the capital stock of __________________________, a _________
corporation (the "Company"), standing in the name of the undersigned on the
books of the Company, represented by Certificate No. ___ herewith and do hereby
irrevocably appoint any duly authorized officer of __________________ to
transfer said stock on the books of the Company with full power of substitution
in the premises.
Dated:
       -------------------,-------


ALTERNATIVE RESOURCES CORPORATION

By:
   -----------------------------------------------------------
Name:
     ---------------------------------------------------------
Title:
      --------------------------------------------------------

<Page>

                                    EXHIBIT C

                  Location of Pledgor's Chief Executive Office

600 Hart Road, Suite 300
Barrington, Illinois 60010
County: Lake

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.14
<SEQUENCE>16
<FILENAME>a2069827zex-4_14.txt
<DESCRIPTION>COMPANY SECURITY AGR
<TEXT>
<Page>

                                                                    Exhibit 4.14


                           COMPANY SECURITY AGREEMENT


     This COMPANY SECURITY AGREEMENT ("SECURITY AGREEMENT"), dated as of January
31, 2002, is between Alternative Resources Corporation, a Delaware corporation
("DEBTOR"), Wynnchurch Capital Partners, L.P., a Delaware limited partnership
("WYNNCHURCH") and Wynnchurch Capital Partners Canada, L.P., an Alberta, Canada
limited partnership ("WYNNCHURCH CANADA") (each of Wynnchurch and Wynnchurch
Canada, a "PURCHASER", and collectively, the "PURCHASERS").

                                    RECITALS:

     A. Debtor and the Purchasers have entered into a Securities Purchase
Agreement of even date herewith (as the same may be amended, modified,
supplemented or restated from time to time, the "SECURITIES PURCHASE
AGREEMENT"), pursuant to which Debtor has issued the Notes and Warrants subject
to the terms and conditions set forth in the Securities Purchase Agreement.

     B. The conditions precedent to the obligation of Purchasers to purchase the
Notes and Warrants include the execution and delivery by Debtor of this Security
Agreement and the performance by Debtor of its obligations hereunder.

     NOW, THEREFORE, in order to induce Purchasers to purchase the Purchased
Securities, and for other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, the parties hereto hereby agree as
follows:

     1. DEFINITIONS. All terms used herein which are defined in the Illinois
Uniform Commercial Code (as the same may be amended and in effect from time to
time, the "CODE") shall have the same meaning herein as in the Code unless the
context in which such terms are used herein indicates otherwise. All capitalized
terms used but not elsewhere defined in this Security Agreement shall have the
respective meanings ascribed to such terms in the Securities Purchase Agreement.
As used herein, the following terms have the following meanings:

          1.1 DEBTOR'S OBLIGATIONS means the obligations of the Debtor to the
     Purchasers arising under the Notes.

          1.2 INTERCREDITOR AGREEMENT means the Intercreditor and Subordination
     Agreement of even date herewith among the Purchasers, Debtor, ARC Service,
     Inc., ARC Solutions, Inc., ARC Midholding, Inc., Writers, Inc. and FCC.

          1.3 PERMITTED LIENS means liens permitted pursuant to the terms of the
     Securities Purchase Agreement.

     2. SECURITY INTERESTS. In order to secure Debtor's Obligations, Debtor
hereby grants to Purchasers a security interest in all tangible or intangible
property and assets of Debtor, whether


<Page>


now owned or hereafter acquired, and all additions and accessions thereto and
replacements therefor and proceeds and products thereof (collectively referred
to as "COLLATERAL"), including, without limitation, the property and assets
described below:

          2.1 all tangible personal property (the "TANGIBLE COLLATERAL"),
     including without limitation all present and future goods, inventory
     (including, without limitation, all merchandise, raw materials, work in
     process, finished goods and supplies), machinery, equipment, motor
     vehicles, rolling stock, tools, furniture, real property, fixtures, office
     supplies, computers, computer software and associated equipment, whether
     now owned or hereafter acquired, including, without limitation, all
     tangible personal property used in the operation of the business of Debtor;

          2.2 all rights under all present and future authorizations, permits,
     licenses and franchises issued, granted or licensed to the Debtor for the
     operation of its business;

          2.3 all patents of Debtor;

          2.4 all trademarks of Debtor;

          2.5 all copyrights of Debtor;

          2.6 the entire goodwill of business of the Debtor and all other
     general intangibles (including know-how, trade secrets, customer lists,
     proprietary information, inventions, domain names, methods, procedures and
     formulae) connected with the use of and symbolized by any patents,
     trademarks or copyrights of Debtor;

          2.7 all rights under all present and future vendor or customer
     contracts and all franchise, distribution, design, consulting,
     construction, engineering, management and advertising and related
     agreements;

          2.8 all rights under all present and future leases of real and
     personal property ; and

          2.9 all other personal property, including, without limitation, all
     present and future accounts, accounts receivable, cash, cash equivalents,
     deposits, deposit accounts, loss carry back, tax refunds, insurance
     proceeds, premiums, rebates and refunds, choses in action, investment
     property, securities, partnership interests, limited liability company
     interests, contracts, contract rights, general intangibles (including
     without limitation, all customer and advertiser mailing lists, intellectual
     property, patents, copyrights, trademarks, trade secrets, trade names,
     domain names, goodwill, customer lists, advertiser lists, catalogs and
     other printed materials, publications, indexes, lists, data and other
     documents and papers relating thereto, blueprints, designs, charts, and
     research and development, whether on paper, recorded electronically or
     otherwise), all websites (including without limitation, all content, HTML
     documents, audiovisual material, software, data, hardware, access lines,
     connections, copyrights, trademarks, patents and trade secrets relating to
     such websites) and domain names, any information stored on any


                                       2
<Page>


     medium, including electronic medium, related to any of the personal
     property of Debtor, all financial books and records and other books and
     records relating, in any manner, to the business of Debtor, all proposals
     and cost estimates and rights to performance, all instruments and
     promissory notes, documents and chattel paper, and all debts, obligations
     and liabilities in whatever form owing to Debtor from any person, firm or
     corporation or any other legal entity, whether now existing or hereafter
     arising, now or hereafter received by or belonging or owing to Debtor; and
     all guaranties and security therefor, and all letters of credit and other
     supporting obligations in respect of such debts, obligations and
     liabilities. (The Collateral referred to in subsections 2.2 through 2.9 is
     referred to herein as the "Intangible Collateral.")

The security interest of Purchasers in the Collateral shall be superior and
prior to all other Liens except (i) Liens in favor of FCC pursuant to the terms
of the Credit Agreement and subject to the provisions of the Intercreditor
Agreement and (ii) any other prior Liens permitted pursuant to the terms of the
Securities Purchase Agreement..

     3. REPRESENTATIONS AND WARRANTIES. Debtor hereby represents and warrants to
Purchasers as follows:

          3.1 OWNERSHIP OF COLLATERAL. Debtor is the owner of all of the
     Collateral in which a security interest is granted hereunder, except the
     portion thereof consisting of after-acquired Property, and Debtor will be
     the owner of such after-acquired Property, free from any Lien except for
     Permitted Liens.

          3.2 LOCATION OF DEBTOR; PLACES OF BUSINESS. Debtor is a corporation
     organized under the laws of the State of Delaware. There is listed on
     EXHIBIT A hereto the location of the chief executive office of Debtor, all
     of the other places of business of Debtor and all locations where the
     Tangible Collateral and the books and records of Debtor are kept. Debtor
     shall not take any actions the result of which would be a change in
     Debtor's state of organization nor change the location of (i) Debtor's (A)
     chief executive office or (B) books and records or (ii) any Tangible
     Collateral, in each case without first giving Purchasers at least 30 days'
     advance written notice thereof and having taken any and all action
     reasonably requested by Purchasers to maintain and preserve the Lien in
     favor of Purchasers hereby granted free and clear of any Lien whatsoever
     except for Permitted Liens.

          3.3 TRADE OR ASSUMED NAMES. All trade or assumed names under which
     Debtor has done business in the last 5 years are listed in EXHIBIT B.

          3.4 FINANCING STATEMENTS. Except for the financing statements of FCC
     and Purchasers and the financing statements disclosed on the Schedules to
     the Securities Purchase Agreement, if any, to Debtor's knowledge, no
     financing statement covering any Collateral or any portion or proceeds
     thereof is on file in any public office.


                                       3
<Page>


          3.5 INTANGIBLE COLLATERAL. The Intangible Collateral represents bona
     fide and existing indebtedness, obligations, liabilities, rights and
     privileges owed or belonging to Debtor to which, to the best of Debtor's
     knowledge, there is no valid defense, set-off or counterclaim against
     Debtor and in connection with which there is no default with respect to any
     material payment or material performance on the part of Debtor, or, to the
     best of Debtor's knowledge, any other party.

          3.6 TANGIBLE COLLATERAL-PERSONAL PROPERTY. All Tangible Collateral at
     all times shall be considered personal property.

     4. AFFIRMATIVE COVENANTS. Until all of Debtor's Obligations are satisfied,
Debtor agrees that it will:

          4.1 TAXES. Pay promptly when due all taxes, levies, assessments and
     governmental charges upon and relating to any of the Property, income or
     receipts of Debtor or otherwise for which Debtor is or may be liable.

          4.2 INSURANCE. Debtor shall maintain insurance on the Collateral as
     required pursuant to the terms of the Securities Purchase Agreement..

          4.3 TANGIBLE COLLATERAL.

               4.3.1 GOOD REPAIR. Keep the Tangible Collateral in good working
          order and repair and make all necessary replacements thereof and
          renewals thereto so that the value and operating efficiency thereof at
          all times shall be maintained and preserved.

               4.3.2 INSURANCE REQUIREMENTS. Maintain the Tangible Collateral at
          all times in accordance with the requirements of all insurance
          carriers which provide insurance with respect to such Tangible
          Collateral so that such insurance shall remain in full force and
          effect.

               4.3.3 CERTIFICATES OF TITLE. Upon the request of Purchasers (i)
          promptly deliver to Purchasers all certificates of title pertaining to
          the Tangible Collateral and (ii) take all actions requested by
          Purchasers to cause the Lien granted to Purchasers hereunder to be
          noted on such certificates of title.

               4.3.4 USE OF COLLATERAL. Use the Tangible Collateral in material
          compliance with all statutes, regulations, ordinances, requirements
          and regulations and all judgments, orders, injunctions and decrees
          applicable thereto, and all other federal, state and local laws.

          4.4 INTANGIBLE COLLATERAL.


                                        4
<Page>


               4.4.1 PAYMENTS. Make all payments and perform all acts reasonably
          necessary to maintain and preserve the Intangible Collateral,
          including, without limitation, filing of documents, renewals or other
          information with any Governmental Body or any other Person.

               4.4.2 DELIVERY OF INSTRUMENTS. Promptly deliver to Purchasers or,
          prior to the termination of the Intercreditor Agreement, to FCC the
          original executed copies of all instruments and promissory notes which
          constitute part of the Intangible Collateral, together with such
          endorsements, assignments and other agreements as Purchasers may
          request in order to perfect the Security Interests.

               4.4.3 ACCURATE RECORDS. At all times keep accurate and complete
          records of payment and performance by Debtor and other persons or
          entities of their respective obligations with respect to the
          Intangible Collateral and permit Purchasers or any of its agents to
          call at Debtor's place of business without hindrance or delay to
          inspect, audit, check or make extracts from the books, records,
          correspondence or other data relating to the Intangible Collateral,
          provided that, unless an Event of Default has occurred and is
          continuing, Purchasers will not make or cause to be made any such
          inspections more often than 4 times per year.

               4.4.4 DEFAULTS, OTHER CLAIMS. Immediately inform Purchasers of
          any default in payment or performance by Debtor or any other person or
          entity of any obligation with respect to the Intangible Collateral or
          of claims made by others in regard to the Intangible Collateral, if
          either of which could have a Material Adverse Effect.

               4.4.5 COMMERCIAL TORT CLAIMS. Immediately inform Purchasers of
          the occurrence of any commercial tort claims of which Debtor is
          claimant and provide to Purchasers such information with respect
          thereto as Purchasers may require.

          4.5 COLLECTION OF PROCEEDS. Collect the proceeds of indebtedness owing
     to Debtor by any person or entity under any instrument or by any account
     debtor with respect to any account, contract right, chattel paper or
     general intangible.

          4.6 FINANCING STATEMENTS, FURTHER ASSURANCES. Debtor hereby authorizes
     Purchasers to file any financing statements in any jurisdictions as may be
     necessary to perfect the security interest in the Collateral granted
     pursuant to this Security Agreement. Debtor, upon demand, shall pay the
     cost of filing all such financing statements, continuation statements,
     termination statements, amendments to any of the foregoing and other
     documents.

     5. NEGATIVE COVENANTS. Until all of Debtor's Obligations are satisfied,
Debtor agrees that it will not:


                                       5
<Page>


          5.1 SALES AND TRANSFER OF COLLATERAL. Sell, lease, assign or otherwise
     dispose of any of the Collateral, except as may be permitted by and in
     accordance with the applicable provisions the Securities Purchase
     Agreement.

          5.2 INSTALLATION OF TANGIBLE COLLATERAL. Permit any of the Tangible
     Collateral to be installed, affixed or attached to the real estate of
     Debtor or any other person or entity so as to become a part thereof or
     become in any sense a fixture not otherwise pledged to Purchasers.

     6. EVENT OF DEFAULT. Debtor shall be in default under this Security
Agreement upon the occurrence of an Event of Default under the Securities
Purchase Agreement.

     7. REMEDIES UPON DEFAULT. Upon the occurrence and continuance of an Event
of Default:

          7.1 RIGHTS OF PURCHASERS. Purchaser shall have all of the rights and
     remedies of a secured party under the Code and all other rights and
     remedies accorded to secured parties at equity or law, including, without
     limitation, the right to apply for and have a receiver appointed by a court
     of competent jurisdiction to manage, protect and preserve the Collateral,
     to continue operating the BUSINESS of Debtor and to collect all revenues
     and profits thereof. Any notice of sale or other disposition of Collateral
     given not less than ten (10) days prior to such proposed action shall
     constitute reasonable and fair notice of such action. Purchasers may
     postpone or adjourn any such sale from time to time by announcement at the
     time and place of sale stated in the notice of sale or by announcement of
     any adjourned sale, without being required to give a further notice of
     sale. Any such sale may be for cash or, unless prohibited by applicable
     law, upon such credit or installment terms as Purchasers shall determine.
     Debtor shall be credited with the net proceeds of such sale only when such
     proceeds actually are received by Purchasers in U.S. dollars available to
     Purchasers. Despite the consummation of any such sale, Debtor shall remain
     liable for any deficiency on Debtor's Obligations which remains outstanding
     following any such sale.

          7.2 ASSEMBLY OF COLLATERAL. Upon the request of Purchasers, Debtor
     shall assemble and make the Collateral available to Purchasers at a place
     designated by Purchasers.

          7.3 PROCEEDS. Debtor shall hold all proceeds of the Collateral
     collected by Debtor in trust for Purchasers, and promptly upon receipt
     thereof, turn over such proceeds to Purchasers in the exact form in which
     they were received.

          7.4 OTHER RIGHTS. Purchasers, at their election, and without notice to
     Debtor, may:


                                       6
<Page>

               7.4.1 NOTIFICATION. Notify the obligors under any instruments and
          the account debtors of any account, contract right, chattel paper or
          general intangible to make all payments directly to Purchasers.

               7.4.2 COLLECTION OF PAYMENTS. Demand, sue for, collect or
          receive, in the name of Debtor or any Purchaser, any money, property
          or assets payable or receivable on any item of Collateral.

               7.4.3 SETTLEMENT. Settle, release, compromise, adjust, sue upon
          or otherwise enforce any item of Collateral as Purchasers may
          determine.

               7.4.4 MAIL OF DEBTOR; ENDORSEMENT OF CHECKS. For the purpose of
          enforcing Purchasers' rights under this Security Agreement, open all
          mail containing checks and other forms of payment in respect of
          accounts receivable of the Debtor and process such checks and other
          forms of payment.

     8. POWER OF ATTORNEY. To effectuate the rights and remedies of Purchasers
under this Security Agreement, Debtor hereby irrevocably appoints Purchasers as
its attorney-in-fact, in the name of Debtor or in the name of Purchasers, to:

          8.1 EXECUTION OF FINANCING STATEMENTS. Execute and file from time to
     time financing statements, continuation statements, termination statements
     and amendments thereto, covering the Collateral, in form satisfactory to
     Purchasers.

          8.2 EXECUTION OF OTHER DOCUMENTS. If an Event of Default exists and is
     continuing, take all action and execute all documents referred to in
     Section 7.4 above.

The power of attorney granted pursuant to this SECTION 8 is coupled with an
interest and shall be irrevocable until all of Debtor's Obligations have been
paid and performed in full.

     9. CERTAIN AGREEMENTS OF DEBTOR.

          9.1 WAIVER OF NOTICE. Debtor hereby waives notice of the acceptance of
     this Security Agreement and, except as otherwise specifically provided in
     Section 7.1 above or in the Investment Agreements, all other notices,
     demands or protests to which Debtor otherwise might be entitled by law (and
     which lawfully may be waived) with respect to this Security Agreement,
     Debtor's Obligations and the Collateral.

          9.2 RIGHTS OF PURCHASERS. Debtor agrees that Purchasers (i) shall have
     no duty as to the collection or protection of the Collateral or any income
     thereon, (ii) may exercise the rights and remedies of Purchasers with
     respect to the Collateral without resort or regard to other security or
     sources for payment and (iii) shall not be deemed to have waived any of the
     rights or remedies granted to Purchasers hereunder unless such waiver shall
     be in writing and shall be signed by Purchasers. Debtor and Purchasers
     acknowledge their intent that, upon the occurrence of an Event of Default,
     Purchasers


                                       7
<Page>


     shall receive, to the fullest extent permitted by law and governmental
     policy, all rights necessary or desirable to obtain, use or sell the
     Collateral, and to exercise all remedies available to Purchasers under the
     Investment Agreements, the Code or other applicable law. Debtor and
     Purchasers further acknowledge and agree that, in the event of changes in
     law or governmental policy occurring subsequent to the date hereof that
     affect in any manner Purchasers' rights of access to, or use or sale of,
     the Collateral, or the procedures necessary to enable Purchasers to obtain
     such rights of access, use or sale, Purchasers and Debtor shall amend the
     Investment Agreements, in such manner as Purchasers shall request, in order
     to provide Purchasers such rights to the greatest extent possible
     consistent with then applicable law and governmental policy.

          9.3 NO DELAY, SINGLE OR PARTIAL EXERCISE PERMITTED. No delay or
     omission on the part of Purchasers in exercising any rights or remedies
     contained herein shall operate as a waiver of such right or remedy or of
     any other right or remedy, and no single or partial exercise of any right
     or remedy shall preclude any other or further exercise thereof, or the
     exercise of any other right or remedy. A waiver of any right or remedy on
     any one occasion shall not be construed as a bar or waiver of any right or
     remedy on future occasions, and no delay, omission, waiver or single or
     partial exercise of any right or remedy shall be deemed to establish a
     custom or course of dealing or performance between the parties hereto.

     10. INTERCREDITOR AGREEMENT. The Liens granted pursuant to this Security
Agreement are subject to the Intercreditor Agreement, which, among other things,
subordinates the Lien in the Collateral granted to Purchasers hereunder to the
Lien in the Collateral granted to the holders of Senior Obligations (as defined
in the Intercreditor Agreement) under the Credit Agreement.

     11. RIGHTS CUMULATIVE. All rights and remedies of Purchasers pursuant to
this Security Agreement, the Securities Purchase Agreement or the other
Investment Agreements, shall be cumulative and non-exclusive, and may be
exercised singularly or concurrently.

     12. SEVERABILITY. In the event that any provision of this Security
Agreement is deemed to be invalid by reason of the operation of any law, or by
reason of the interpretation placed thereon by any court, the validity, legality
and enforceability of the remaining terms and provisions of this Security
Agreement shall not in any way be affected or impaired thereby, all of which
shall remain in full force and effect, and the affected term or provision shall
be modified to the minimum extent permitted by law so as to achieve most fully
the intention of this Security Agreement.

     13. NOTICES. All notices and communications under this Security Agreement
shall be in writing and delivered in the manner set forth in the Securities
Purchase Agreement.

     14. SUCCESSORS AND ASSIGNS. This Security Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective permitted
successors and assigns of Purchasers and Debtor.


                                       8
<Page>


     15. CAPTIONS. The headings in this Security Agreement are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.

     16. COUNTERPARTS. This Security Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which,
when taken together, shall be one and the same instrument.

     17. SURVIVAL OF SECURITY AGREEMENT; TERMINATION. All covenants, agreements,
representations and warranties made herein shall survive the execution and
delivery of the Investments Agreements and shall terminate only when Debtor's
Obligations have been satisfied in full.

     18. GOVERNING LAW; JURISDICTION. This Security 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 Security 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. Debtor irrevocably waives the defense of an
inconvenient forum to the maintenance of such suit or proceeding. Debtor further
agrees that service of process upon Debtor mailed by the first class mail shall
be deemed in every respect effective service of process upon Debtor in any suit
or proceeding arising hereunder. Nothing herein shall affect either 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

     19. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW
WHICH CANNOT BE WAIVED, DEBTOR AND PURCHASERS HEREBY WAIVE AND COVENANT THAT
THEY 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 SECURITY 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 PURCHASERS OR DEBTOR 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. DEBTOR AND THE
PURCHASERS ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION 19 CONSTITUTE A
MATERIAL INDUCEMENT UPON WHICH EACH OF THE DEBTOR AND THE PURCHASERS HAVE
RELIED, ARE RELYING AND WILL RELY IN ENTERING INTO THIS SECURITY AGREEMENT AND
THE OTHER INVESTMENT AGREEMENTS. Either Purchaser or Debtor may file an original
counterpart or a copy of this


                                       9
<Page>


Section 19 with any court as written evidence of the consent of the parties
hereto to the waiver of their respective right to trial by jury.

     20. TIME OF THE ESSENCE. Time for the performance of Debtor's Obligations
under this Security Agreement is of the essence.

                  [remainder of page left intentionally blank]


























                                       10
<Page>


     IN WITNESS WHEREOF, this Security Agreement has been executed and delivered
by the parties hereto by a duly authorized officer of each such party on the
date first set forth above.

DEBTOR:

ALTERNATIVE RESOURCES CORPORATION


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



<Page>




                                    EXHIBIT A

                       LOCATION OF CHIEF EXECUTIVE OFFICE,
                      LOCATION OF OTHER PLACES OF BUSINESS,
                        LOCATION OF BOOKS AND RECORDS AND
                      LOCATIONS OF ALL TANGIBLE COLLATERAL


                                    [OMITTED]



<Page>


                                    EXHIBIT B

                               LIST OF TRADE NAMES


                                    [OMITTED]



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.15
<SEQUENCE>17
<FILENAME>a2069827zex-4_15.txt
<DESCRIPTION>GUARANTOR SECURITY AGR
<TEXT>

<Page>

                                                                   Exhibit 4.15


                          GUARANTOR SECURITY AGREEMENT



         This GUARANTOR SECURITY AGREEMENT ("SECURITY AGREEMENT"), dated as of
January 31, 2002, is among ARC Service, Inc., a Delaware corporation
("SERVICE"), ARC Solutions, Inc., a Delaware corporation ("SOLUTIONS"), ARC
Midholding, Inc., a Delaware corporation ("MIDHOLDING"), and Writers Inc., a
California corporation ("Writers") (each of Service, Solutions, Midholding and
Writers, a "DEBTOR," and collectively, the "DEBTORS"), Wynnchurch Capital
Partners, L.P., a Delaware limited partnership ("WYNNCHURCH") and Wynnchurch
Capital Partners Canada, L.P., an Alberta, Canada limited partnership
("WYNNCHURCH CANADA") (each of Wynnchurch and Wynnchurch Canada, a "PURCHASER",
and collectively, the "PURCHASERS").


                                    RECITALS:

         A. Alternative Resources Corporation, a Delaware corporation (the
"COMPANY"), and the Purchasers have entered into a Securities Purchase Agreement
of even date herewith (as the same may be amended, modified, supplemented or
restated from time to time, the "SECURITIES PURCHASE AGREEMENT"), pursuant to
which the Company has issued the Notes and Warrants subject to the terms and
conditions set forth in the Securities Purchase Agreement.

         B. The Company owns 100% of the issued and outstanding stock of each
Debtor.

         C. Debtors have executed and delivered a Guaranty of even date herewith
("GUARANTY") in favor of Purchasers, pursuant to which each Debtor has
guaranteed the performance of the Company's Obligations.

         D. The conditions precedent to the obligation of Purchasers to purchase
the Notes and Warrants of the Company include the execution and delivery by each
Debtor of this Security Agreement and the performance by each Debtor of its
obligations hereunder.

         NOW, THEREFORE, in order to induce Purchasers to purchase the Purchased
Securities, and for other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, the parties hereto hereby agree as
follows:

         1. DEFINITIONS. All terms used herein which are defined in the Illinois
Uniform Commercial Code (as the same may be amended and in effect from time to
time, the "Code") shall have the same meaning herein as in the Code unless the
context in which such terms are used herein indicates otherwise. All capitalized
terms used but not elsewhere defined in this Security Agreement shall have the
respective meanings ascribed to such terms in the Securities Purchase Agreement.
As used herein, the following terms have the following meanings:

              1.1 COMPANY'S OBLIGATIONS means the obligations of the Company to
         the Purchasers arising under the Notes.

<Page>


              1.2 DEBTORS' OBLIGATIONS means the obligations of each Debtor to
         the Purchasers arising under the Guaranty.

              1.3 PERMITTED LIENS means liens permitted pursuant to the terms of
         the Securities Purchase Agreement.

         2. SECURITY INTERESTS. In order to secure Debtors' Obligations, each
Debtor hereby grants to Purchasers a security interest in all Property of such
Debtor, whether now owned or hereafter acquired, and all additions and
accessions thereto, including, without limitation, the Property described below:

              2.1 all tangible personal property (the "TANGIBLE COLLATERAL"),
         including without limitation all present and future goods, inventory
         (including, without limitation, all merchandise, raw materials, work in
         process, finished goods and supplies), machinery, equipment, motor
         vehicles, rolling stock, tools, furniture, real property, fixtures,
         office supplies, computers, computer software and associated equipment,
         whether now owned or hereafter acquired, including, without limitation,
         all tangible personal property used in the operation of the business of
         Debtor;

              2.2 all rights under all present and future authorizations,
         permits, licenses and franchises issued, granted or licensed to the
         Debtor for the operation of its business;

              2.3 all patents of Debtor;

              2.4 all trademarks of Debtor;

              2.5 all copyrights of Debtor;

              2.6 the entire goodwill of business of the Debtor and all other
         general intangibles (including know-how, trade secrets, customer lists,
         proprietary information, inventions, domain names, methods, procedures
         and formulae) connected with the use of and symbolized by any patents,
         trademarks or copyrights of Debtor;

              2.7 all rights under all present and future vendor or customer
         contracts and all franchise, distribution, design, consulting,
         construction, engineering, management and advertising and related
         agreements;

              2.8 all rights under all present and future leases of real and
         personal property ; and

              2.9 all other personal property, including, without limitation,
         all present and future accounts, accounts receivable, cash, cash
         equivalents, deposits, deposit accounts, loss carry back, tax refunds,
         insurance proceeds, premiums, rebates and refunds, choses in action,
         investment property, securities, partnership interests, limited
         liability company interests, contracts, contract rights, general
         intangibles (including without limitation, all customer and advertiser
         mailing lists, intellectual property, patents, copyrights,

                                       2
<Page>

         trademarks, trade secrets, trade names, domain names, goodwill,
         customer lists, advertiser lists, catalogs and other printed materials,
         publications, indexes, lists, data and other documents and papers
         relating thereto, blueprints, designs, charts, and research and
         development, whether on paper, recorded electronically or otherwise),
         all websites (including without limitation, all content, HTML
         documents, audiovisual material, software, data, hardware, access
         lines, connections, copyrights, trademarks, patents and trade secrets
         relating to such websites) and domain names, any information stored on
         any medium, including electronic medium, related to any of the personal
         property of Debtor, all financial books and records and other books and
         records relating, in any manner, to the business of Debtor, all
         proposals and cost estimates and rights to performance, all instruments
         and promissory notes, documents and chattel paper, and all debts,
         obligations and liabilities in whatever form owing to Debtor from any
         person, firm or corporation or any other legal entity, whether now
         existing or hereafter arising, now or hereafter received by or
         belonging or owing to Debtor; and all guaranties and security therefor,
         and all letters of credit and other supporting obligations in respect
         of such debts, obligations and liabilities. (The Collateral referred to
         in subsections 2.2 through 2.9 is referred to herein as the "Intangible
         Collateral.")

All of the Property described above hereinafter is referred to collectively as
the "Collateral." The security interest of Purchasers in the Collateral shall be
superior and prior to all other Liens except Liens in favor of FCC pursuant to
the terms of the Credit Agreement.

         3. REPRESENTATIONS AND WARRANTIES. Each Debtor hereby represents and
warrants to Purchasers as follows:

              3.1 OWNERSHIP OF COLLATERAL. Such Debtor is the owner of all of
         the Collateral in which a security interest is granted hereunder,
         except the portion thereof consisting of after-acquired Property, and
         such Debtor will be the owner of such after-acquired Property, free
         from any Lien except for Permitted Liens.

              3.2 LOCATION OF EACH DEBTOR; PLACES OF BUSINESS. Each of Service,
         Solutions and Midholding is a corporation organized under the laws of
         the State of Delaware. Writers is a corporation organized under the
         laws of the State of California. There is listed on EXHIBIT A hereto
         the location of the chief executive office of each Debtor, all of the
         other places of business of each Debtor and all locations where the
         Tangible Collateral and the books and records of such Debtor are kept.
         No Debtor shall take any actions the result of which would be a change
         in such Debtor's state of organization nor change the location of (i)
         any Debtor's (A) chief executive office or (B) books and records or
         (ii) any Tangible Collateral, in each case without first giving
         Purchasers at least 30 days' advance written notice thereof and having
         taken any and all action reasonably requested by Purchasers to maintain
         and preserve the Lien in favor of Purchasers hereby granted free and
         clear of any Lien whatsoever except for Permitted Liens.

                                       3

<Page>

              3.3 TRADE OR ASSUMED NAMES. All trade or assumed names under which
         any Debtor has done business in the last 5 years are listed in
         EXHIBIT B.

              3.4 FINANCING STATEMENTS. Except for the financing statements of
         FCC and Purchasers and the financing statements disclosed on the
         Schedules to the Securities Purchase Agreement, if any, to Debtors'
         knowledge, no financing statement covering any Collateral or any
         portion or proceeds thereof is on file in any public office.

              3.5 INTANGIBLE COLLATERAL. The Intangible Collateral represents
         bona fide and existing indebtedness, obligations, liabilities, rights
         and privileges owed or belonging to such Debtor to which, to the best
         of such Debtor's knowledge, there is no valid defense, set-off or
         counterclaim against such Debtor and in connection with which there is
         no default with respect to any material payment or material performance
         on the part of such Debtor, or, to the best of such Debtor's knowledge,
         any other party.

              3.6 TANGIBLE COLLATERAL-PERSONAL PROPERTY. All Tangible Collateral
         at all times shall be considered personal property.

         4. AFFIRMATIVE COVENANTS. Until all of Company's Obligations are
satisfied, each Debtor agrees that it will:

              4.1 TAXES. Pay promptly when due all taxes, levies, assessments
         and governmental charges upon and relating to any of the Property,
         income or receipts of such Debtor or otherwise for which such Debtor is
         or may be liable.

              4.2 INSURANCE. To the extent not covered by the Company's
         insurance, maintain insurance on the Collateral as required pursuant to
         the terms of the Securities Purchase Agreement.

              4.3 TANGIBLE COLLATERAL.

                  4.3.1 GOOD REPAIR. Keep the Tangible Collateral in good
              working order and repair and make all necessary replacements
              thereof and renewals thereto so that the value and operating
              efficiency thereof at all times shall be maintained and preserved.

                  4.3.2 INSURANCE REQUIREMENTS. Maintain the Tangible Collateral
              at all times in accordance with the requirements of all insurance
              carriers which provide insurance with respect to such Tangible
              Collateral so that such insurance shall remain in full force and
              effect.

                  4.3.3 USE OF COLLATERAL. Use the Tangible Collateral in
              material compliance with all statutes, regulations, ordinances,
              requirements and regulations and all judgments, orders,
              injunctions and decrees applicable thereto, and all other federal,
              state and local laws.

                                       4

<Page>

              4.4 INTANGIBLE COLLATERAL.

                  4.4.1 PAYMENTS. Make all payments and perform all acts
              reasonably necessary to maintain and preserve the Intangible
              Collateral, including, without limitation, filing of documents,
              renewals or other information with any Governmental Body or any
              other Person.

                  4.4.2 DELIVERY OF INSTRUMENTS. Promptly deliver to Purchasers,
              or prior to the termination of the Intercreditor Agreement, to FCC
              the original executed copies of all instruments and promissory
              notes which constitute part of the Intangible Collateral, together
              with such endorsements, assignments and other agreements as
              Purchasers may request in order to perfect the Security Interests.

                  4.4.3 ACCURATE RECORDS. At all times keep accurate and
              complete records of payment and performance by each Debtor and
              other persons or entities of their respective obligations with
              respect to the Intangible Collateral and permit Purchasers or any
              of its agents to call at any Debtor's place of business without
              hindrance or delay to inspect, audit, check or make extracts from
              the books, records, correspondence or other data relating to the
              Intangible Collateral, provided that, unless an Event of Default
              has occurred and is continuing, Purchasers will not make or cause
              to be made any such inspections more often than 4 times per year.

                  4.4.4 DEFAULTS, OTHER CLAIMS. Immediately inform Purchasers of
              any default in payment or performance by any Debtor or any other
              person or entity of any obligation with respect to the Intangible
              Collateral or of claims made by others in regard to the Intangible
              Collateral, if either of which could have a Material Adverse
              Effect.

                  4.4.5 COMMERCIAL TORT CLAIMS. Immediately inform Purchasers of
              the occurrence of any commercial tort claims of which any Debtor
              is claimant and provide to Purchasers such information with
              respect thereto as Purchasers may require.

              4.5 COLLECTION OF PROCEEDS. Collect the proceeds of indebtedness
         owing to any Debtor by any person or entity under any instrument or by
         any account debtor with respect to any account, contract right, chattel
         paper or general intangible.

              4.6 FINANCING STATEMENTS, FURTHER ASSURANCES. Each Debtor hereby
         authorizes Purchasers to file any financing statements in any
         jurisdictions as may be necessary to perfect the security interest in
         the Collateral granted pursuant to this Security Agreement. Debtors,
         upon demand, shall pay the cost of filing all such financing
         statements, continuation statements, termination statements, amendments
         to any of the foregoing and other documents.

                                       5

<Page>


         5. NEGATIVE COVENANTS. Until all of Company's Obligations are
satisfied, each Debtor agrees that it will not:

              5.1 SALES AND TRANSFER OF COLLATERAL. Sell, lease, assign or
         otherwise dispose of any of the Collateral, except as may be permitted
         by and in accordance with the applicable provisions the Securities
         Purchase Agreement.

              5.2 INSTALLATION OF TANGIBLE COLLATERAL. Permit any of the
         Tangible Collateral to be installed, affixed or attached to the real
         estate of any Debtor or any other person or entity so as to become a
         part thereof or become in any sense a fixture not otherwise pledged to
         Purchasers.

         6. EVENT OF DEFAULT. Each Debtor shall be in default under this
Security Agreement upon the occurrence of an Event of Default under the
Securities Purchase Agreement.

         7. REMEDIES UPON DEFAULT. Upon the occurrence and continuance of an
Event of Default, and subject to the provisions of the Intercreditor Agreement:

              7.1 RIGHTS OF PURCHASERS. Purchaser shall have all of the rights
         and remedies of a secured party under the Code and all other rights and
         remedies accorded to secured party at equity or law, including, without
         limitation, the right to apply for and have a receiver appointed by a
         court of competent jurisdiction to manage, protect and preserve the
         Collateral, to continue operating the BUSINESS of any Debtor and to
         collect all revenues and profits thereof. Any notice of sale or other
         disposition of Collateral given not less than ten (10) days prior to
         such proposed action shall constitute reasonable and fair notice of
         such action. Purchasers may postpone or adjourn any such sale from time
         to time by announcement at the time and place of sale stated in the
         notice of sale or by announcement of any adjourned sale, without being
         required to give a further notice of sale. Any such sale may be for
         cash or, unless prohibited by applicable law, upon such credit or
         installment terms as Purchasers shall determine. Debtors shall be
         credited with the net proceeds of such sale only when such proceeds
         actually are received by Purchasers in Good Funds. Despite the
         consummation of any such sale, each Debtor shall remain liable for any
         deficiency on Debtors' Obligations which remains outstanding following
         any such sale.

              7.2 ASSEMBLY OF COLLATERAL. Upon the request of Purchasers, each
         Debtor shall assemble and make the Collateral available to Purchasers
         at a place designated by Purchasers.

              7.3 PROCEEDS. Debtors shall hold all proceeds of the Collateral
         collected by any Debtor in trust for Purchasers, and promptly upon
         receipt thereof, turn over such proceeds to Purchasers in the exact
         form in which they were received.

              7.4 OTHER RIGHTS. Purchasers, at their election, and without
         notice to any Debtor, may:

                                       6

<Page>

                  7.4.1 NOTIFICATION. Notify the obligors under any instruments
              and the account debtors of any account, contract right, chattel
              paper or general intangible to make all payments directly to
              Purchasers.

                  7.4.2 COLLECTION OF PAYMENTS. Demand, sue for, collect or
              receive, in the name of any Debtor or any Purchaser, any money,
              property or assets payable or receivable on any item of
              Collateral.

                  7.4.3 SETTLEMENT. Settle, release, compromise, adjust, sue
              upon or otherwise enforce any item of Collateral as Purchasers may
              determine.

                  7.4.4 MAIL OF DEBTORS; ENDORSEMENT OF CHECKS. For the purpose
              of enforcing Purchasers' rights under this Security Agreement,
              open all mail containing checks and other forms of payment in
              respect of accounts receivable of the Debtors and process such
              checks and other forms of payment.

         8. POWER OF ATTORNEY. To effectuate the rights and remedies of
Purchasers under this Security Agreement, each Debtor hereby irrevocably
appoints Purchasers as its attorney-in-fact, in the name of such Debtor or in
the name of Purchasers, to:

              8.1 EXECUTION OF FINANCING STATEMENTS. Execute and file from time
         to time financing statements, continuation statements, termination
         statements and amendments thereto, covering the Collateral, in form
         satisfactory to Purchasers.

              8.2 EXECUTION OF OTHER DOCUMENTS. If an Event of Default exists
         and is continuing, take all action and execute all documents referred
         to in Section 7.4 above.

The power of attorney granted pursuant to this SECTION 8 is coupled with an
interest and shall be irrevocable until all of Company's Obligations have been
paid and performed in full.

         9. CERTAIN AGREEMENTS OF EACH DEBTOR.

              9.1 WAIVER OF NOTICE. Each Debtor hereby waives notice of the
         acceptance of this Security Agreement and, except as otherwise
         specifically provided in Section 7.1 above or in the Investment
         Agreements, all other notices, demands or protests to which any Debtor
         otherwise might be entitled by law (and which lawfully may be waived)
         with respect to this Security Agreement, Debtors' Obligations and the
         Collateral.

              9.2 RIGHTS OF PURCHASERS. Each Debtor agrees that Purchasers (i)
         shall have no duty as to the collection or protection of the Collateral
         or any income thereon, (ii) may exercise the rights and remedies of
         Purchasers with respect to the Collateral without resort or regard to
         other security or sources for payment and (iii) shall not be deemed to
         have waived any of the rights or remedies granted to Purchasers
         hereunder unless such waiver shall be in writing and shall be signed by
         Purchasers. Debtors and Purchasers acknowledge their intent that, upon
         the occurrence of an Event of Default, Purchasers

                                       7

<Page>


         shall receive, to the fullest extent permitted by law and governmental
         policy, all rights necessary or desirable to obtain, use or sell the
         Collateral, and to exercise all remedies available to Purchasers under
         the Investment Agreements, the Code or other applicable law. Debtors
         and Purchasers further acknowledge and agree that, in the event of
         changes in law or governmental policy occurring subsequent to the date
         hereof that affect in any manner Purchasers' rights of access to, or
         use or sale of, the Collateral, or the procedures necessary to enable
         Purchasers to obtain such rights of access, use or sale, Purchasers and
         Debtors shall amend the Investment Agreements, in such manner as
         Purchasers shall request, in order to provide Purchasers such rights to
         the greatest extent possible consistent with then applicable law and
         governmental policy.

              9.3 NO DELAY, SINGLE OR PARTIAL EXERCISE PERMITTED. No delay or
         omission on the part of Purchasers in exercising any rights or remedies
         contained herein shall operate as a waiver of such right or remedy or
         of any other right or remedy, and no single or partial exercise of any
         right or remedy shall preclude any other or further exercise thereof,
         or the exercise of any other right or remedy. A waiver of any right or
         remedy on any one occasion shall not be construed as a bar or waiver of
         any right or remedy on future occasions, and no delay, omission, waiver
         or single or partial exercise of any right or remedy shall be deemed to
         establish a custom or course of dealing or performance between the
         parties hereto.

         10. INTERCREDITOR AGREEMENT. The Liens granted pursuant to this
Security Agreement are subject to the Intercreditor Agreement, which, among
other things, subordinates the Lien in the Collateral granted to Purchasers
hereunder to the Lien in the Collateral granted to the holders of Senior
Obligations (as defined in the Intercreditor Agreement) pursuant to the terms of
the Credit Agreement.

         11. RIGHTS CUMULATIVE. All rights and remedies of Purchasers pursuant
to this Security Agreement, the Securities Purchase Agreement or the other
Investment Agreements, shall be cumulative and non-exclusive, and may be
exercised singularly or concurrently.

         12. SEVERABILITY. In the event that any provision of this Security
Agreement is deemed to be invalid by reason of the operation of any law, or by
reason of the interpretation placed thereon by any court, the validity, legality
and enforceability of the remaining terms and provisions of this Security
Agreement shall not in any way be affected or impaired thereby, all of which
shall remain in full force and effect, and the affected term or provision shall
be modified to the minimum extent permitted by law so as to achieve most fully
the intention of this Security Agreement.

         13. NOTICES. All notices and communications under this Security
Agreement shall be in writing and delivered in the manner set forth in the
Securities Purchase Agreement.

         14. SUCCESSORS AND ASSIGNS. This Security Agreement shall be binding
upon and inure to the benefit of and be enforceable by the respective permitted
successors and assigns of Purchasers and Debtors.

                                       8

<Page>


         15. CAPTIONS. The headings in this Security Agreement are for purposes
of reference only and shall not limit or otherwise affect the meaning hereof.

         16. COUNTERPARTS. This Security Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, but all of
which, when taken together, shall be one and the same instrument.

         17. SURVIVAL OF SECURITY AGREEMENT; TERMINATION. All covenants,
agreements, representations and warranties made herein shall survive the
execution and delivery of the Investments Agreements and shall terminate only
when the Company's Obligations have been satisfied in full.

         18. GOVERNING LAW; JURISDICTION. This Security 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 Security 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. Each Debtor irrevocably waives the defense of an
inconvenient forum to the maintenance of such suit or proceeding. Each Debtor
further agrees that service of process upon such Debtor mailed by the first
class mail shall be deemed in every respect effective service of process upon
such Debtor in any suit or proceeding arising hereunder. Nothing herein shall
affect either 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

         19. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE
LAW WHICH CANNOT BE WAIVED, DEBTORS AND PURCHASERS HEREBY WAIVE AND COVENANT
THAT THEY 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 SECURITY 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 PURCHASERS OR DEBTORS 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 DEBTOR AND
THE PURCHASERS ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION 19 CONSTITUTE A
MATERIAL INDUCEMENT UPON WHICH EACH OF THE DEBTORS AND EACH OF THE PURCHASERS
HAVE RELIED, ARE RELYING AND WILL RELY IN ENTERING INTO THIS SECURITY AGREEMENT
AND THE OTHER INVESTOR AGREEMENTS. Any Purchaser or any Debtor may file an
original counterpart or a copy of this

                                       9

<Page>

Section 19 with any court as written evidence of the consent of the parties
hereto to the waiver of their respective right to trial by jury.

         20. TIME OF THE ESSENCE. Time for the performance of Debtors'
Obligations under this Security Agreement is of the essence.

                  [remainder of page left intentionally blank]

                                       10

<Page>


         IN WITNESS WHEREOF, this Security Agreement has been executed and
delivered by the parties hereto by a duly authorized officer of each such party
on the date first set forth above.

DEBTORS:

ARC SERVICE, INC.


By:   /s/ Steven Purcell
      -----------------------
      Name:   Steven Purcell
      Title:  Vice President and Secretary


ARC SOLUTIONS, INC.


By:   /s/ Steven Purcell
      -----------------------
      Name:  Steven Purcell
      Title: Vice President and Secretary


ARC MIDHOLDING, INC.


By:   /s/ Steven Purcell
      -----------------------
      Name:  Steven Purcell
      Title: Vice President and Secretary


WRITERS INC.


By:   /s/ Steven Purcell
      -----------------------
      Name:  Steven Purcell
      Title: Vice President and Secretary


PURCHASERS:

WYNNCHURCH CAPITAL PARTNERS, L.P.

By:   Wynnchurch Management Inc., its general partner


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


<Page>

WYNNCHURCH CAPITAL PARTNERS CANADA, L.P.

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


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



<Page>




                                    EXHIBIT A

                       LOCATION OF CHIEF EXECUTIVE OFFICE,
                      LOCATION OF OTHER PLACES OF BUSINESS,
                        LOCATION OF BOOKS AND RECORDS AND
                      LOCATIONS OF ALL TANGIBLE COLLATERAL


                                    [OMITTED]



<Page>


                                    EXHIBIT B

                               LIST OF TRADE NAMES


                                    [OMITTED]



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.16
<SEQUENCE>18
<FILENAME>a2069827zex-4_16.txt
<DESCRIPTION>GUARANTY AGR
<TEXT>
<Page>


                                                                    Exhibit 4.16


                                    GUARANTY


         This GUARANTY ("GUARANTY"), dated as of January 31, 2002, is made by
ARC Service, Inc., a Delaware corporation ("SERVICE"), ARC Solutions, Inc., a
Delaware corporation ("SOLUTIONS"), ARC Midholding, Inc. , a Delaware
corporation ("MIDHOLDING"), and Writers Inc., a California corporation
("Writers") (each of Service, Solutions, Midholding and Writers a "GUARANTOR,"
and collectively, the "GUARANTORS"), for the benefit of Wynnchurch Capital
Partners, L.P., a Delaware limited partnership ("WYNNCHURCH") and Wynnchurch
Capital Partners Canada, L.P., an Alberta, Canada limited partnership
("WYNNCHURCH CANADA") (each of Wynnchurch and Wynnchurch Canada, a "PURCHASER",
and collectively, the "PURCHASERS.")

                                    RECITALS

         A. Alternative Resource Corporation, a Delaware corporation ("COMPANY")
and the Purchasers have entered into a Securities Purchase Agreement of even
date herewith (as the same may be amended, supplemented, modified or restated
from time to time, the "SECURITIES PURCHASE AGREEMENT") pursuant to which the
Company has issued the Notes and Warrants, subject to the terms and conditions
of the Securities Purchase Agreement.

         B. To secure the Company's Obligations, the Company has executed and
delivered a Company Security Agreement of even date herewith (as the same may be
amended, supplemented modified or restated from time to time, the "COMPANY
SECURITY AGREEMENT") in favor of the Purchasers.

         C. The Company owns 100% of the capital stock of each Guarantor.
Accordingly, each Guarantor has a direct financial interest in inducing
Purchasers to enter into the Securities Purchase Agreement and to purchase the
Notes and Warrants.

         D. To secure the Guarantors' Obligations, the Guarantors have
collectively executed and delivered a Guarantor Security Agreement of even date
herewith (as the same may be amended, supplemented, modified or restated from
time to time, the "GUARANTOR SECURITY AGREEMENT") in favor of the Purchasers.
The Company Security Agreement and the Guarantor Security Agreement are referred
to in this Guaranty collectively as the "SECURITY AGREEMENTS."

         E. The conditions precedent to the obligation of Purchasers to enter
into the Securities Purchase Agreement and purchase the Notes and Warrants
include the execution and delivery by Guarantors of this Guaranty and the
performance by Guarantors of their obligations hereunder.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, each Guarantor hereby agrees as
follows:

         1. DEFINITIONS. Capitalized terms used but not defined in this Guaranty
shall have the meanings ascribed to such terms in the Securities Purchase
Agreement. As used herein, the following terms have the following meanings:

<Page>


              1.1 COMPANY'S OBLIGATIONS means the obligations of the Company to
         the Purchasers arising under the Notes.

              1.2 GUARANTORS' OBLIGATIONS means the obligations of Guarantors
         under this Guaranty.

              1.3 INTERCREDITOR AGREEMENT means the Intercreditor and
         Subordination Agreement of even date herewith among the Purchasers, the
         Company, the Guarantors and FCC.

              1.4 TOTAL COLLATERAL means (i) the "Collateral," as defined in the
         Company Security Agreement, (ii) the "Collateral" as defined in the
         Guarantor Security Agreement and (iii) the "Collateral" as defined in
         the Pledge Agreement of even date herewith among the Company and the
         Purchasers.

         2. GUARANTY OF PAYMENT. Each Guarantor hereby unconditionally and
irrevocably guarantees to Purchasers the punctual payment and performance when
due, whether at stated maturity or by acceleration or otherwise, of the
Company's Obligations. Each Guarantor agrees that this Guaranty is a present and
continuing guaranty of payment and not of collectibility, and that neither
Purchaser shall be required to prosecute collection, enforcement or other
remedies against the Company or any other person or entity, or to enforce or
resort to any of the Total Collateral or other rights or remedies pertaining
thereto, before calling on any Guarantor for payment. When Company's Obligations
have been paid in full by the Company or any Guarantor to Purchasers, this
Guaranty shall terminate without further act or action.

         3. CONTINUING GUARANTY. Each Guarantor agrees that the Guarantors'
Obligations shall be primary obligations of such Guarantor, shall not be subject
to any counterclaim, set-off, abatement, deferment or defense based upon any
claim that such Guarantor may have against either Purchaser, the Company or any
other Person, and shall remain in full force and effect without regard to, and
shall not be released, discharged, limited or affected in any way by any
circumstance or condition (whether or not such Guarantor shall have any
knowledge thereof), including, without limitation:

              (a) any lack of validity or enforceability of any of the
         Investment Agreements;

              (b) any termination, restatement, amendment, modification or other
         change in any of the Investment Agreements;

              (c) any furnishing, exchange, substitution or release of any of
         the Total Collateral, or any failure to perfect any Lien in any of the
         Total Collateral;

              (d) any failure, omission or delay on the part of the Company or
         either Purchaser to conform or comply with any term of any of the
         Investment Agreements or any failure of either Purchaser to give notice
         of any Event of Default;

                                       2
<Page>

              (e) any waiver, compromise, release, settlement or extension of
         time of payment or performance or observance of any of the obligations
         or agreements contained in any of the Investment Agreements;

              (f) any action or inaction by either Purchaser under or in respect
         of any of the Investment Agreements, any failure, lack of diligence,
         omission or delay on the part of either Purchaser to enforce, assert or
         exercise any right, power or remedy conferred on either Purchaser in
         any of the Investment Agreements, or any other action or inaction on
         the part of either Purchaser;

              (g) any voluntary or involuntary bankruptcy, insolvency,
         reorganization, arrangement, readjustment, assignment for the benefit
         of creditors, composition, receivership, liquidation, marshalling of
         assets and liabilities or similar events or proceedings with respect to
         any Guarantor, the Company or any other person or entity or any of
         their respective property or creditors, or any action taken by any
         trustee or receiver or by any court in any such proceeding;

              (h) any merger or consolidation of any Guarantor, the Company or
         any other person or entity into or with any person or entity, or any
         sale, lease or transfer of any of the assets of any Guarantor, the
         Company or any other person or entity to any other person or entity;

              (i) any change in the ownership of any of the equity interests of
         the Company or any change in the relationship between any Guarantor and
         the Company, or any termination of any such relationship;

              (j) any release or discharge by operation of law of any other
         Guarantor or the Company from any obligation or agreement contained in
         any of the Investment Agreements; and

              (k) any other occurrence, circumstance, happening or event,
         whether similar or dissimilar to the foregoing and whether foreseen or
         unforeseen, which otherwise might constitute a legal or equitable
         defense or discharge of the liabilities of a guarantor or surety or
         which otherwise might limit recourse against any Guarantor or the
         Guarantors.

         4. WAIVERS. Each Guarantor unconditionally waives, to the extent
permitted by law, (i) notice of any of the matters referred to in SECTION 3
above, (ii) all notices which may be required by statute, rule of law or
otherwise, now or hereafter in effect, to preserve intact any rights against
such Guarantor, including, without limitation, any demand, presentment and
protest, proof of notice of non-payment under any of the Investment Agreements
and notice of any Event of Default or any failure on the part of any Guarantor
or the Company to perform or comply with any covenant, agreement, term or
condition of any of the Investment Agreements, (iii) any right to the
enforcement, assertion or exercise against any Guarantor or the Company of any
right or remedy conferred under any of the Investment Agreements, (iv) any
requirement of

                                       3
<Page>

diligence on the part of any person or entity, and (v) any requirement to
exhaust any remedies or to mitigate the damages resulting from any default under
any of the Investment Agreements.

         5. SUBORDINATION. Each Guarantor agrees that any and all present and
future debts and obligations of the Company to such Guarantor hereby are
subordinated to the claims of the Purchasers and hereby are assigned by such
Guarantor to the Purchasers as security for the payment and performance of the
Company's Obligations.

         6. REINSTATEMENT. The obligations of the Guarantors pursuant to this
Guaranty shall continue to be effective or automatically be reinstated, as the
case may be, if at any time payment of any of the Company's Obligations is
rescinded or otherwise must be restored or returned by either Purchaser upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of any
Guarantor or the Company or for any other reason, all as though such payment had
not been made.

         7. REPRESENTATIONS AND WARRANTIES. Each Guarantor represents to each
Purchaser as follows:

            7.1 ORGANIZATION AND QUALIFICATION. Each Guarantor other than
         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, validly existing and in good standing under
         the laws of the State of California. Each Guarantor has the requisite
         corporate power and authority to own its properties and to carry on its
         business as now being conducted. Each Guarantor 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. No Guarantor has any subsidiaries.

            7.2 AUTHORIZATION; ENFORCEMENT. Each Guarantor has the requisite
         corporate power and authority to enter into, and perform its
         obligations under this Guaranty and the Guarantor Security Agreement.
         Each Guarantor's execution, delivery and performance of this Guaranty
         and the Guarantor Security Agreement and the consummation by it of each
         of the transactions contemplated hereby and thereby have been duly
         authorized by all necessary corporate action and no further consent or
         authorization of such Guarantor, 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. This
         Guaranty and the Guarantor Security Agreement have each been duly
         executed and delivered by such Guarantor. Each of this Guaranty and the
         Guarantor Security Agreement constitutes a legal, valid and binding
         obligation of such Guarantor enforceable against such Guarantor, in
         accordance with its terms.

            7.3 CAPITALIZATION. The Company owns 100% of the capital stock of
         each Guarantor.

            7.4 CONSTITUENT DOCUMENTS; NO CONFLICTS. Each Guarantor has
         furnished to the Purchaser true and correct copies of such Guarantor's
         certificate of incorporation as currently in effect, and such
         Guarantor's by-laws as currently in effect. The execution, delivery and
         performance of each of this Guaranty and the Guarantor Security
         Agreement

                                       4

<Page>

         by the Guarantors and the consummation by the Guarantors of
         the transactions contemplated hereby and thereby do not and will not
         (a) result in a violation of the certificate of incorporation or
         by-laws of any Guarantor, (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 instrument
         to which any Guarantor 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 any
         Guarantor, or by which any property or asset of any Guarantor is bound
         or affected. No Guarantor is in violation of its certificate of
         incorporation, by-laws or other organizational documents, and no
         Guarantor is in default (and no event has occurred which, with notice
         or lapse of time or both, would put any Guarantor 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 any
         Guarantor is a party which would have a Material Adverse Effect. The
         business of the Guarantors 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. No Guarantor 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 this Guaranty or the
         Guarantor Security Agreement or to perform its obligations in
         accordance with the terms hereof or thereof.

            7.5 LIABILITIES AND OBLIGATIONS. Except as set forth in the
         Financial Statements, no Guarantor has any 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.

            7.6 CONTRACTS. Exhibit 3.8 to the Securities Purchase Agreement
         contains a complete and accurate list of all material undischarged
         written or oral contracts, agreements, leases or other instruments to
         which any Guarantor is a party or by which any Guarantor is bound or to
         which any of the properties or assets of any Guarantor is subject (each
         a "CONTRACT"). None of the Guarantors or, to the best knowledge of any
         Guarantor, 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 any Guarantor under any
         Contract which breach or default would have a Material Adverse Effect.


                                       5
<Page>

            7.7 TITLE TO PROPERTY AND ASSETS. Each Guarantor 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 such Guarantor's ownership or use of such property or any assets
         and those set forth on SCHEDULE 3.9 of the Securities Purchase
         Agreement. With respect to the property and assets it leases, each
         Guarantor 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 each
         Guarantor 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.

            7.8 ABSENCE OF CERTAIN CHANGES. Except as disclosed in SCHEDULE 3.10
         of the Securities Purchase Agreement, since December 31, 2001, there
         has been no change or development in the business, properties,
         operations, financial condition, results of operations or prospects of
         any Guarantor 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 any
         Guarantor 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 any Guarantor;

            (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 any Guarantor;

            (f) receipt of notice that there has been a loss of, or order
         cancellation by or material reduction in orders from, any major
         customer of any Guarantor or any of its subsidiaries or cancellation or
         discontinuance by any major supplier or service provider of any
         Guarantor.

            7.9 ABSENCE OF LITIGATION. Except as disclosed in SCHEDULE 3.11 to
         the

                                       6

<Page>

         Securities Purchase Agreement, 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 any Guarantor,
         threatened against or affecting any Guarantor 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 any Guarantor, could have a Material Adverse Effect.

            7.10 ENVIRONMENTAL MATTERS. (a) Except as would not reasonably be
         expected to have a Material Adverse Effect each Guarantor is in
         compliance with all applicable Environmental Laws (as defined herein),
         (b) no Guarantor has received any written notice with respect to the
         business of, or any property owned or leased by, such Guarantor from
         any governmental authority or third party alleging that such Guarantor
         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 any
         Guarantor or that is used for the business of any Guarantor except a
         release not reasonably expected to have a Material Adverse Effect.

            7.11 COMPLIANCE WITH LAWS. To the knowledge of such Guarantor, each
         Guarantor has 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 such Guarantor.

            7.12 TAX MATTERS.

            (a) Each Guarantor 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 imposed upon any Guarantor or for which any Guarantor
         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 any Guarantor to taxing authorities or others,
         have been paid.

            (b) Each Guarantor has 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

                                       7
<Page>

         due from or with respect to any Guarantor. 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 any Guarantor.

            (d) No Guarantor 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 the Guarantors are the
         sole parties.

            7.13 INTELLECTUAL PROPERTY. Each Guarantor 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. No Guarantor 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 any Guarantor, 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.

            7.14 FOREIGN CORRUPT PRACTICES. To such Guarantor's knowledge, no
         Guarantor nor any director, officer, agent, employee or other person
         acting on behalf of any Guarantor has, in the course of his actions
         for, or on behalf of, such Guarantor, 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, no Guarantor has
         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 employees and sales representatives with
         respect to such sales.

         8. AFFIRMATIVE COVENANTS. Until all of the Company's Obligations and
the Guarantors' Obligations are paid and performed in full, each Guarantor shall
do the following, unless such Guarantor receives the written consent of the
Required Note Holders as to a waiver of the covenant:

            8.1 CORPORATE EXISTENCE. Each Guarantor shall maintain and preserve
         its 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 its operations and business as now

                                       8

<Page>


         conducted and will generally continue its existing lines of business or
         such businesses as are substantially related to those being presently
         conducted by such Guarantor.

            8.2 TAXES AND LAWS. Each Guarantor will pay when due all Taxes,
         including excise taxes and duty, assessments, charges and levies
         imposed on such Guarantor or any of its 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 such Guarantor 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 such Guarantor's ability
         to perform any of its material obligations.

            8.3 REPAIR AND MAINTENANCE. Each Guarantor 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, a
         Guarantor may determine not to repair and maintain certain of its
         asset(s) so long as such determination and failure to repair and
         maintain such asset(s) shall not have a Material Adverse Effect on the
         business of the Guarantors and the Company, taken as a whole. To the
         extent not covered by the Company's insurance, each Guarantor shall
         maintain insurance on its properties and business with reputable
         insurance companies in amounts and against risks as are customarily
         maintained by similar businesses.

            8.4 EMPLOYEE PLANS. Each Guarantor 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 such
         Guarantor; (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 each Purchaser immediately upon receipt by such Guarantor 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 and 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.

            8.5 ENVIRONMENTAL MATTERS - INDEMNIFICATION. Each Guarantor 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. Each Guarantor hereby agrees
         to indemnify, hold harmless and reimburse each Purchaser for any and
         all loss, damage, expenses or costs of any kind or nature arising out
         of or

                                       9

<Page>


         incurred in connection with any prior, existing or future violations
         by such Guarantor of any Environmental Laws.

            8.6 NOTICES. As promptly as practicable, and in any event not later
         than five business days after senior management of a Guarantor becomes
         aware thereof, such Guarantor shall provide each Purchaser with written
         notice of any breach by such Guarantor of any provision of this of this
         Guaranty or the Guarantor Security Agreement, the Credit Agreement or
         any note representing Indebtedness, specifying the nature of such
         breach and any actions proposed to be taken by such Guarantor to cure
         such breach. Each Guarantor 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.

         9. NEGATIVE COVENANTS. Until the Company's Obligations and the
Guarantors' Obligations are paid and performed in full, no Guarantor shall do
the following unless it receives the written consent of the Required Note
Holders as to a waiver of the covenant:

            9.1 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, no Guarantor may (a) liquidate, wind up or
         dissolve such Guarantor, (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 the merger of a
         Guarantor into the Company or another Guarantor) or (d) enter into or
         effect any transaction or series of related transactions in which any
         of the voting power or equity economic interest of the such Guarantor
         is disposed of, or otherwise suffer a Change of Control.

            9.2 INVESTMENTS AND LOANS. No Guarantor may make any loans to or
         investments in any person or entity, including any officer, director or
         employee, except that a Guarantor may make a loan to the Company or
         another Guarantor.

            9.3 PREPAYMENT OR MODIFICATION OF INDEBTEDNESS; NEW INDEBTEDNESS. No
         Guarantor may (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 (ii) enter
         into any note or other arrangement which would result in, or otherwise
         incur, additional 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, except as permitted under the terms of the
         Subordination Agreement, (y) Indebtedness permitted by Section 8.1(e)
         and (f) of the

                                       10

<Page>


         Credit Agreement, and (z) Indebtedness used to prepay the Notes in full
         pursuant to Section 1.1 of the Notes.

            9.4 TRANSACTIONS WITH AFFILIATES. No Guarantor may 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 (w) upon terms determined by the
         board of directors of such Guarantor to be fair and reasonable and no
         less favorable to such Guarantor 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 a Guarantor,
         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) such Guarantor may
         engage in and continue the transactions with or for the benefit of
         Affiliates which are permitted pursuant to the terms of the Securities
         Purchase Agreement and (z) transactions to which a Purchaser is a
         party.

            9.5 GUARANTEES. Except as permitted under the Credit Agreement, no
         Guarantor may 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.

            9.6 CHANGE IN BUSINESS. No Guarantor may 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.

            9.7 LIENS. No Guarantor may 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.

            9.8 AMENDMENT OF CONSTITUENT DOCUMENTS. No Guarantor may amend its
         certificate of incorporation or by-laws.

            9.9 REDEMPTION OF EQUITY SECURITIES. No Guarantor may, nor may they
         subject themselves to any obligation to, redeem, repurchase or
         otherwise acquire or retire any of the Notes or any of such Guarantor's
         equity interests or any securities convertible into or exchangeable for
         any of the Company's equity interests, including the Equity Securities
         except as otherwise permitted in this Article VII.

            9.10 INTENTIONALLY OMITTED.

            9.11 ISSUANCES. No Guarantor may 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

                                       11

<Page>

         Equity Securities, other than Common Stock, so long as no person or
         group (as defined under the Exchange Act) owns in excess of 25% of the
         outstanding Common Stock as a result of such issuance.

            9.12 ACQUISITIONS. No Guarantor may 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.

            9.13 CERTAIN AMENDMENTS OF CREDIT AGREEMENT. No Guarantor may 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.

         10. INTERCREDITOR AGREEMENT. This Guaranty is subject to an
Intercreditor and Subordination Agreement of even date herewith among the
Purchasers, the Company, the Guarantors and FCC, which among other things,
subordinates the Guarantors' Obligations to the Purchasers to the Company's and
Guarantors' obligations to the holders of Senior Obligations as defined in that
agreement.

         11. EVENTS OF DEFAULT. The occurrence of any of the following shall
constitute an event of default ("EVENT OF DEFAULT") under this Guaranty:

            11.1 COMPANY'S OBLIGATIONS. If an Event of Default under the Notes
         shall have occurred.

            11.2 BREACH OF COVENANTS. If any Guarantor fails to observe or
         perform any covenant or agreement made by such Guarantor contained in
         this Guaranty or the Guarantor Security Agreement.

            11.3 BREACH OF WARRANTY. If any representation or warranty made by
         any Guarantor in this Guaranty or the Guarantor Security Agreement
         proves to be false or misleading in any material respect on the day on
         which it is made.

         12. REMEDIES ON DEFAULT. Subject to the provisions of the Intercreditor
Agreement, if any Event of Default occurs and is continuing, (i) the Guarantors
shall pay the Guarantors' Obligations in full, immediately upon demand and (ii)
each Purchaser, at its option, may enforce its rights and remedies under this
Guaranty or the Guarantor Security Agreement in accordance with their respective
terms and enforce any other rights or remedies accorded to the Purchasers at
equity or law, by virtue of statute or otherwise.

         13. SUCCESSORS AND ASSIGNS. This Guaranty shall inure to the benefit of
the Purchasers and their respective successors and assigns of whom the
Guarantors have notice. After the transfer of a Note or any portion thereof, no
Guarantor will have any further obligation under this Guaranty to the transferor
of the Note with respect to the obligations arising under the transferred Note
to the extent transferred. This Guaranty shall be binding on each Guarantor and

                                       12

<Page>

its successors and assigns, and shall continue in full force and effect until
all of the Company's Obligations are indefeasibly paid and performed in full, at
which time the Guaranty shall terminate. Notwithstanding the foregoing, no
Guarantor may assign all or any of its obligations hereunder.

         14. NO WAIVER OF RIGHTS. Neither any delay in exercising, nor any
failure on the part of any Purchaser to exercise any right, power or privilege
under this Guaranty or any of the other Investment Agreements shall operate as a
waiver thereof, and no single or partial exercise of any right, power or
privilege shall preclude any other or further exercise thereof or the exercise
of any other power or right, or be deemed to establish a custom or course of
dealing or performance among the parties hereto. The rights and remedies herein
provided are cumulative and not exclusive of any rights or remedies provided by
law. No notice to or demand on any Guarantor in any case shall entitle such
Guarantor or any other Guarantor to any other or further notice or demand in the
same, similar or any other circumstance.

         15. MODIFICATION. The terms of this Guaranty may be waived, discharged
or terminated only by an instrument in writing signed by the party against whom
enforcement of the change, waiver, discharge or termination is sought. No
amendment, modification, waiver or other change of any of the terms of this
Guaranty shall be effective without the prior written consent of the Required
Note Holders.

         16. COSTS AND EXPENSES. Each Guarantor agrees to pay on demand all
costs and expenses incurred by or on behalf of either Purchaser (including,
without limitation, reasonable attorneys' fees and expenses) in enforcing the
Guarantors' Obligations, provided that if Purchasers receive any amount in
excess of the costs and expenses described in this Section 16 as a result of
demanding payment therefor from more than one Guarantor, the Purchasers will
return such excess pro rata to any Guarantors that made such payments.

         17. GOVERNING LAW; JURISDICTION. This Guaranty 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
Guaranty or the transactions contemplated hereby and irrevocably agree that all
claims in respect of such suit or proceeding may be determined in such courts.
Each Guarantor irrevocably waives the defense of an inconvenient forum to the
maintenance of such suit or proceeding. Each Guarantor further agrees that
service of process upon such Guarantor mailed by the first class mail shall be
deemed in every respect effective service of process upon such Guarantor in any
suit or proceeding arising hereunder. Nothing herein shall affect either
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

         18. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE
LAW WHICH CANNOT BE WAIVED, EACH OF THE GUARANTORS AND PURCHASERS HEREBY WAIVE
AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR
OTHERWISE), ANY RIGHT TO TRIAL BY

                                       13


<Page>

JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION, OR CAUSE OF
ACTION ARISING OUT OF OR BASED UPON THIS GUARANTY OR THE SUBJECT MATTER HEREOF
OR ANY OBLIGATION HEREUNDER OR IN ANY WAY CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF THE PURCHASERS OR SUCH GUARANTOR 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
GUARANTORS AND THE PURCHASERS ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION 17
CONSTITUTE A MATERIAL INDUCEMENT UPON WHICH EACH OF THE GUARANTORS AND THE
PURCHASERS HAVE RELIED, ARE RELYING AND WILL RELY IN ENTERING INTO THIS GUARANTY
AND THE GUARANTOR SECURITY AGREEMENT. Either Purchaser or any Guarantor may file
an original counterpart or a copy of this Section 17 with any court as written
evidence of the consent of the parties hereto to the waiver of their respective
right to trial by jury.

         19. WAIVER OF RIGHTS AGAINST THE COMPANY. Notwithstanding anything to
the contrary which may be contained herein, each Guarantor hereby
unconditionally and irrevocably agrees that, until the Company's Obligations are
indefeasibly paid and performed in full, such Guarantor (i) will not at any time
assert against the Company (or the Company's estate if the Company becomes
bankrupt or becomes the subject of any case or proceeding under the bankruptcy
laws of the United States of America) any right or claim, at law or in equity,
to indemnification, reimbursement, contribution, restitution or payment for or
with respect to any and all amounts any Guarantor may pay or be obligated to pay
to Purchaser, including, without limitation, the Guarantor's Obligations under
or with respect to this Guaranty, and (ii) waives and releases all such rights
and claims, at law or in equity, to indemnification, reimbursement,
contribution, restitution or payment which such Guarantor may have now or at any
time against the Company (or the Company's estate if the Company becomes
bankrupt or becomes the subject of any case or proceeding under the bankruptcy
laws of the United States of America). Each Guarantor further unconditionally
and irrevocably agrees that, until the Company's Obligations are indefeasibly
paid and performed in full, such Guarantor shall have no right of subrogation,
and waives any right to enforce any remedy which either Purchaser now has or
hereafter may have against the Company, and waives any defense based upon an
election of remedies by either Purchaser, which destroys or otherwise impairs
any subrogation rights of such Guarantor and/or the right of such Guarantor to
proceed against the Company for reimbursement.

         20. NO JOINDER. Each Guarantor agrees that any action to enforce this
Guaranty may be brought against such Guarantor without any reimbursement or
joinder of the Company or any other person or entity in such action.

         21. SEVERABILITY. In the event that any provision of this Guaranty is
deemed to be invalid by reason of the operation of any law, or by reason of the
interpretation placed thereon by any court, the validity, legality and
enforceability of the remaining terms and provisions of this Guaranty shall not
in any way be affected or impaired thereby, all of which shall remain in full
force and effect, and the affected term or provision shall be modified to the
minimum extent permitted by law so as to achieve most fully the intention of
this Guaranty.

                                       14
<Page>




                [remainder of this page intentionally left blank]


                                       15
<Page>



         IN WITNESS WHEREOF, the Guarantors have executed this Guaranty as of
the date first above written.



ARC SERVICE, INC.


By:      /s/ Steven Purcell
         ----------------------------
Name:    Steven Purcell
Title:   Vice President and Secretary




ARC SOLUTIONS, INC.


By:      /s/ Steven Purcell
         ----------------------------
Name:    Steven Purcell
Title:   Vice President and Secretary


ARC MIDHOLDING, INC.


By:      /s/ Steven Purcell
         ----------------------------
Name:    Steven Purcell
Title:   Vice President and Secretary



WRITERS INC.


By:      /s/ Steven Purcell
         ----------------------------
Name:    Steven Purcell
Title:   Vice President and Secretary



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>19
<FILENAME>a2069827zex-99_1.txt
<DESCRIPTION>ARC PRESS RELEASE
<TEXT>
<Page>

                                                                    EXHIBIT 99.1

ALTERNATIVE RESOURCES CORPORATION CLOSES ON ITS SENIOR AND SUBORDINATED CREDIT
FACILITIES, REDEEMS SHAREHOLDERS RIGHTS PLAN

BARRINGTON, Ill., Jan. 31 /PRNewswire-FirstCall/ -- Alternative Resources
Corporation (ARC) (OTC Bulletin Board: ALRC - NEWS) a leading provider of
information technology services, today announced that it has closed on its long
term financing arrangements which includes both senior and subordinated
agreements.

The Company has entered into a Senior Secured Revolving Credit facility with
Fleet Capital Corporation, which will provide for up to $30 million of revolving
credit based on the Company's available collateral base. The credit facility has
a three year term and bears interest at LIBOR plus 3.25% or the banks' base rate
plus 1.00%. The initial proceeds of this facility and the subordinated debt
issuance discussed below will be utilized to repay the Company's existing credit
facility. The Company expects to have sufficient excess availability to meet its
cash requirements and to grow the business.

The Company has also entered into a Securities Purchase Agreement with
Wynnchurch Capital Partners, a private equity company, pursuant to which the
Company sold to Wynnchurch $10 million of 15% Senior Subordinated Convertible
Notes due January 31, 2009. These notes are convertible into common stock of the
Company at a conversion price of $2.50 per share. At the Company's election, one
half of the interest may be deferred during the first four years subject to
certain conditions. In conjunction with the sale of these notes, the Company
issued 10,000,000 warrants to purchase shares of the Company's common stock at
$.55 and an additional 1,000,000 warrants to purchase its common stock at $.73,
the latter of which are not exercisable for one year and expire on the
occurrence of certain events. Wynnchurch Capital Partners is entitled to have
two designees appointed to the Company's seven person board, with a right, upon
request, to have the board increased by two, and appoint two additional
directors.

Mr. Raymond R. Hipp, Chairman and Chief Executive Officer commented, "I am
extremely pleased to have closed on these new financing arrangements. We have
partnered with two outstanding companies that will be able to provide access to
substantial financial resources. Fleet Capital Corporation, a member of the
FleetBoston Financial group of companies, is one of the largest financial
institutions in the United States and with its breadth of financial services
will provide us with many financing options as the Company executes its growth
strategy." "We have been working with Wynnchurch for over a year and believe
that they will make an excellent partner," noted Mr. Hipp. "Wynnchurch
understands our business and our industry and is committed to working with the
Company to grow its business and use the infrastructure, systems and processes
we have built. I am also very enthusiastic about getting the company refinanced
so that all of our energies can be focused on building and growing ARC. I
believe our Company and the industry have seen their darkest days and that going
forward, there is reason to be optimistic."

<Page>

Mr. John A. Hatherly, Managing Partner of Wynnchurch Capital stated, "ARC
represents a unique investment opportunity based on its highly scalable business
model and its leading quality position. ARC has managed through a difficult
environment in which the staffing industry has seen significant declines. During
this period ARC has reorganized its business model and significantly improved
its operating efficiencies. As a result, we believe ARC is well positioned to
benefit from the continued outsourcing trend in corporate America." In
conjunction with the Wynnchurch transaction, the Company announced that its
Board of Directors had redeemed all of the rights issued under its stockholder
rights plan, effective immediately. Each share of the Company's common stock
carries with it one right to purchase a fraction of a share of the Company's
preferred stock in certain circumstances described in the stockholder rights
plan. The rights are currently attached to, and cannot be separated from, shares
of the Company's common stock.

Stockholders of record at the close of business today, January 31, 2002 will
receive a redemption payment of $.01 per right. The redemption payment will be
mailed to stockholders on or about February 9, 2002.

The Company is advised that the redemption payment is likely to be treated as a
dividend for federal income tax purposes. However, holders of the rights should
consult their own tax advisors as to the appropriate tax treatment under
federal, state and local laws.

About Fleet Capital
Fleet Capital Corporation, with more than 20 offices located throughout the
United States and approximately $16 billion in committed lines of credit,
provides secured financing and other financial services to domestic middle-
market companies and their foreign subsidiaries. Fleet Capital is a subsidiary
of FleetBoston Financial Corporation, the nation's seventh largest diversified
financial holding company with more than $200 billion in assets. FleetBoston
Financial offers a comprehensive array of innovative financial solutions to 20
million customers in some 20 countries. FleetBoston Financial is headquartered
in Boston and listed on the New York Stock Exchange (NYSE: FBF - NEWS) and the
Boston Stock Exchange (BSE: FBF - NEWS). For more information about Fleet
Capital, visit its Web site at www.fleetcaptial.com.

About Wynnchurch
Wynnchurch Capital is a privately owned investment management firm managing a
variety of private equity funds with capital under management in excess of $200
million. Wynnchurch specializes in management buyouts, recapitalizations,
restructurings, acquisitions and growth capital investments. Wynnchurch seeks to
partner with middle market companies in the Midwestern United States and Canada
that have outstanding management teams and the potential for substantial growth.
Wynnchurch is headquartered in Chicago, Illinois. For more information about
Wynnchurch Capital, visit its Web site at www.wynnchurch.com.

About ARC
ARC is a leading provider of information technology management and staffing
services. The company has developed a significant, high quality business in the
IT staffing industry with an emphasis on Help Desk, Desktop Support and
Technology Deployment Service offerings. The company also has a consulting
practice that supports those service offerings. The company

<Page>

operates through 41 field offices and with approximately 80 personnel in field
sales, supported by 55 recruiters and its unique organization of over 50 client
support managers. The company serves Fortune 1000 and mid-sized clients
throughout the US and Canada.

Except for historical information, all of the statements, expectations and
assumptions contained in the foregoing are forward-looking statements that
involve a number of risks and uncertainties that could cause actual future
results to differ materially from those anticipated in the forward looking
statements, including, but not limited to attract and retain qualified
technology professionals, to initiate and develop client relationships, to
identify and respond to trends in information technology, to gain market
acceptance of service offerings, to complete cost reductions and competitive
influences as well as other risks described from time to time in the company's
filings with the Securities and Exchange Commission. Although the company has
used its best efforts to be accurate in making those forward-looking statements,
there can be no assurance that the assumptions made by management will
materialize. In addition, the information set forth in the company's Form 10-K
for the fiscal year ended December 31, 2000, describes certain additional risks
and uncertainties that could cause actual results to vary materially from the
future results covered in such forward-looking statements. The company
undertakes no obligation to publicly revise or update the forward looking
statements to reflect new information, subsequent events or otherwise. The above
statements are based exclusively on current expectations and do not include the
potential impact of any business combinations or divestitures that may be
completed after the date of this release.

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