AMENDMENT NO. 3 (WITH WAIVER) TO AMENDED AND RESTATED
                           CREDIT FACILITIES AGREEMENT

     This  AMENDMENT  NO.  3  (WITH  WAIVER)  TO  AMENDED  AND  RESTATED  CREDIT
FACILITIES AGREEMENT (this "Agreement") is entered into and effective as of June
23,  2006,  by  and  among  (1)  Pomeroy  IT Solutions, Inc. (formerly known as,
Pomeroy  Computer  Resources,  Inc.,  and  as  successor by merger with Val Tech
Computer  Systems,  Inc.),  (2)  Pomeroy Select Integration Solutions, Inc., (3)
Pomeroy  Select  Advisory  Services, LLC (formerly, prior to conversion, Pomeroy
Select  Advisory  Services,  Inc.), (4) Pomeroy IT Solutions Sales Company, Inc.
(formerly  known  as,  Pomeroy  Computer  Resources  Sales Company, Inc., and as
successor by merger with TheLinc, LLC and as successor by merger with Micrologic
Business  Systems of K.C., LLC), (5) Pomeroy Computer Resources Holding Company,
Inc.,  (6)  Pomeroy  Computer  Resources Operations, LLP, (7) PCR Holdings, Inc.
(formerly  known  as,  Technology Integration Financial Services, Inc.), (8) PCR
Properties,  LLC (formerly, prior to conversion, PCR Properties, Inc., and prior
to  such  conversion,  formerly known as, T.I.F.S. Advisory Services, Inc.), (9)
Alternative  Resources  Corporation,  a  Delaware  corporation  (as successor by
merger  with  Pomeroy Acquisition Sub, Inc.), (10) ARC Service, Inc., a Delaware
corporation,  (11)  ARC  Staffing  Management  LLC, a Delaware limited liability
company,  (12)  ARC  Shared  Services LLC, a Delaware limited liability company,
(13)  ARC  Technology Management LLC, a Delaware limited liability company, (14)
ARC  Solutions,  Inc.,  a Delaware corporation, and (15) ARC Midholding, Inc., a
Delaware  corporation (collectively and separately referred to as, "Borrower" or
"Borrowers"), and GE Commercial Distribution Finance Corporation, formerly known
as  Deutsche  Financial Services Corporation ("GECDF"), as Administrative Agent,
and  GECDF and the other lenders listed on the signature pages hereto (and their
respective  successors  and  permitted  assigns),  as "Lenders" (the "Lenders").

                                    RECITALS:
                                    --------

A.   Borrower,  Administrative  Agent  and  Lenders  are  party  to that certain
     Amended and Restated Credit Facilities Agreement dated as of June 25, 2004,
     as  amended by Amendment No. 1 (with Waiver) to Amended and Restated Credit
     Facilities  Agreement  dated  as  of  March  31,  2006,  and  as amended by
     Amendment  No.  2  (with  Waiver) to Amended and Restated Credit Facilities
     Agreement  dated  as of April 13, 2006, as amended or modified from time to
     time  (the  "Loan  Agreement").

B.   Lenders  and Borrower have agreed to the provisions set forth herein on the
     terms  and  conditions  contained  herein.

                                    AGREEMENT
                                    ---------

     Therefore,  in  consideration  of  the  mutual  agreements herein and other
sufficient consideration, the receipt of which is hereby acknowledged, Borrower,
Administrative  Agent  and  the  Lenders  hereby  agree  as  follows:

1.   DEFINITIONS.  All  references to the "Agreement" or the "Loan Agreement" in
the Loan Agreement and in this Agreement shall be deemed to be references to the
Loan  Agreement  as it may be amended, restated, extended, renewed, replaced, or
otherwise  modified from time to time.  Capitalized terms used and not otherwise
defined  herein  have  the  meanings  given  them  in  the  Loan  Agreement.

2.   EFFECTIVENESS OF AGREEMENT. This Agreement shall become effective as of the
date  first  written  above,  but  only  if  this Agreement has been executed by
Borrower, Administrative Agent and the Lenders, and only if all of the documents
listed  on  Exhibit  A to this Agreement have been delivered and, as applicable,
executed,  sealed,  attested, acknowledged, certified, or authenticated, each in
form  and


<PAGE>
substance  satisfactory  to  Administrative Agent and the Lenders, and the Third
Amendment  Fee  (as  defined on Exhibit A) has been paid in same day funds.  The
Third  Amendment  Fee shall be paid solely to, and shared solely by, each of the
Required  Lenders who has executed this Amendment and delivered its signature to
Administrative  Agent  on  or  before  the  date  first  written above, with the
pro-rata  shares of the Lenders being readjusted to take into account any Lender
not  executing  this  Amendment.

3.   WAIVER OF DEFAULT. Borrower has notified Administrative Agent that Borrower
has  violated  Section  13.13.2  of  the  Loan  Agreement  (Monthly  Financial
Statements)  for  the  April  5,  2006 computation date in that Borrower did not
deliver its compliance certificate for such computation date until May 24, 2006.
Under  Section  16.1.7  of  the  Loan Agreement, Borrower's violation of Section
13.13.2  of  the  Loan Agreement, constitutes an Event of Default (collectively,
the  "Subject  Event  of  Default").

The  Borrower has requested that the Required Lenders waive the Subject Event of
Default.  The  Required  Lenders  hereby  waive  the  Subject  Event of Default.

The  waiver  contained in this Section 3 is specific in intent and is valid only
for  the  specific  purposes  for  which  it is given.  Nothing contained herein
obligates  Administrative Agent or any Lender to agree to any additional waivers
of  any  provisions  of  any of the Loan Documents, including but not limited to
Section  13.13.2.  The waiver contained in this Section is a waiver of the known
Event  of  Default  only,  and  shall  not operate as a waiver of Administrative
Agent's  or  any Lenders' right to exercise remedies resulting from (i) existing
and/or continuing Defaults or Events of Default of which Administrative Agent or
such  Lender whether or not Administrative Agent or any Lender is actually aware
of  any  such  existing and/or continuing Defaults or Events of Default, or (ii)
other  future  Defaults or Events of Default, whether or not of a similar nature
and  whether  or  not  known  to  Administrative  Agent  or  any  Lender.

4.   AMENDMENT.THE  ORIGINAL  LOAN  AGREEMENT  IS  HEREBY  AMENDED  AS  FOLLOWS:

     4.1.     BORROWING BASE. Section 3.1.4.4 is renumbered to "Section 3.1.4.5"
and  the  following  new  Section  3.1.4.4.  is  hereby  inserted  into the Loan
Agreement  as  follows:

     "3.1.4.4.  SPECIAL  RESERVE.  Until  the  delivery  by  Borrower  to
     Administrative  Agent of a Compliance Certificate certifying that the ratio
     of  Borrower's  EBITDA  calculated as of the day of the most recently ended
     fiscal  quarter  for  the  four  fiscal quarter period then ended, to Fixed
     Charges,  calculated as of the last day of such fiscal quarter for the four
     fiscal quarter period then ended, is 1.75 to 1.00 or greater and certifying
     that  there  is  at  such  time no Existing Default, a reserve equal to the
     lesser  of  (i)  $5,000,000, or (ii) beginning on June 6, 2006, the Monthly
     Amount for such fiscal month, and increasing thereafter on the first day of
     each  fiscal  month thereafter by the Monthly Amount for such fiscal month,
     provided, however, if Borrower provides (within fifteen (15) days following
     the  end  of  a  fiscal  month) a certified statement from the President or
     Chief  Financial  Officer of Pomeroy IT Solutions, Inc. certifying that the
     aggregate amount of all direct or indirect acquisition or redemption of any
     outstanding  stock  or  other equity interest in Pomeroy IT Solutions, Inc.
     during  a  completed  fiscal  month  was  less than Monthly Amount for such
     fiscal  month,  then the Monthly Amount reserve for such fiscal month shall
     be  retroactively  reduced  (effective the first day of the fiscal month in
     which  such  certificate  is  provided)  to  the  amount  of  such  actual
     acquisitions  and  redemptions  of  any  outstanding  stock or other equity
     interest  in  Pomeroy  IT  Solutions,  Inc. (1);  minus"


--------------------
(1) By way of example only, if the actual amount of acquisitions and redemptions
of  any outstanding stock or other equity interest in Pomeroy IT Solutions, Inc.
for  fiscal  June,  2006,  was $1,240,000, but in fiscal July, 2006, the Monthly
Amount  was  $1,240,000  but  the  actual amount of redemptions was $700,000 and
Borrower  provides  a  certified statement from the President or Chief Financial
Officer  of  Pomeroy  IT  Solutions, Inc. in fiscal August, 2006 to such effect,
then  the  reserve,  effective  August  6,  2006  would  be  $3,180,000.


                                        2
<PAGE>
     4.2.     ELIGIBLE  ACCOUNTS--BILL-AND-HOLD.  Clause (x) of Section 3.1.5 of
the  Loan  Agreement is deleted in its entirety and replaced with the following:

     "(x)  any  Account  with  respect  to which the Account Debtor's obligation
     to  pay the Account is conditional upon the Account Debtor's approval or is
     otherwise  subject  to  any  repurchase obligation or return right, as with
     sales  made  on  a  bill and hold (unless (i) such sales on a bill-and-hold
     basis  are  subject to a written contract which expressly provides that the
     Account  Debtor  is  obligated on the Account notwithstanding the fact that
     the Inventory has not been shipped to such Account Debtor, and (ii) if such
     Inventory  subject  to bill-and-hold is kept at premises owned or leased by
     Borrower,  such  Inventory  subject to bill-and-hold is segregated from all
     Inventory  of  Borrower  or  any other Covered Person and clearly marked as
     being  the  property  of  such  Account  Debtor), guarantied sale, sale and
     return,  sale  on  approval  (except with respect to Accounts in connection
     with  which  Account Debtors are entitled to return Inventory solely on the
     basis  of  the  quality  of  such  Inventory)  or  consignment  basis."

     4.3.     CERTIFICATE  OF MONTHLY AMOUNT. A new Section 13.14.11 is added to
the  Loan  Agreement  as  follows:

     "13.14.11.  No  later  than  fifteen  (15)  days  prior  to the end of each
     fiscal  month, a calculation of the Monthly Amount for the following fiscal
     month."

     4.4.     EBITDA.  The  definition  of  "EBITDA" in Section 15.1 of the Loan
Agreement  is  deleted  in  its  entirety  and  replaced  with  the  following:

     ""EBITDA"  means,  for  any  period  of calculation, an amount equal to (A)
     the sum of (i) Net Income, (ii) Interest Expense, (iii) income tax expense,
     (iv)  depreciation  expense,  (v) amortization expense, and (vi) Restricted
     Stock  &  Stock  Option  Stock  non-Cash  Compensation costs required to be
     expensed  per  SFAS 123R, plus (B), the sum of (i) all nonrecurring losses,
     and  (ii)  all extraordinary losses not otherwise related to the continuing
     operations  of  the  Borrower,  minus  (C)  the sum of (i) all nonrecurring
     gains, and (ii) all extraordinary gains and income not otherwise related to
     the  continuing  operations  of  the  Borrower."

     4.5.     FIXED  CHARGES.  For  all  reporting  periods after April 5, 2006,
Section  15.4 of the Loan Agreement is deleted in its entirety and replaced with
the  following:

     "15.4.  MINIMUM  FIXED  CHARGE  COVERAGE.  Each Borrower covenants that the
     ratio  of Borrower's EBITDA calculated as of the day of each fiscal quarter
     for  the four fiscal quarter then ended, to Fixed Charges, calculated as of
     the last day of each fiscal quarter for the four fiscal quarter period then
     ended,  shall  be  no  less  than  the  ratio  specified  below:

<TABLE>
<CAPTION>
     -----------------------------------------------------------------------
     FOUR FISCAL QUARTER PERIOD
     ENDING ON THE FOLLOWING DATES:      MINIMUM FIXED CHARGE COVERAGE RATIO
     ----------------------------------  -----------------------------------
<S>                                      <C>
     July 5, 2006                        0.75:1.00
     ----------------------------------  -----------------------------------
     October 5, 2006                     1.50:1.00
     ----------------------------------  -----------------------------------
     January 5, 2007, and each April 5,  1.75:1.00"
     July 5, October 5 and January 5
     thereafter
     -----------------------------------------------------------------------
</TABLE>


                                        3
<PAGE>
     4.6.     DEFINITIONS.  The following definitions are added in alphabetical
order  to  Exhibit  2.1  to  the  Loan  Agreement:

     "BLACKOUT  DAYS  means  each  Business  Day on which Borrower is prohibited
     by  applicable  law,  rule  or  regulation  from  acquiring,  purchasing or
     repurchasing  any  of  the  outstanding  stock  or other equity interest of
     Pomeroy  IT  Solutions,  Inc."

     "MONTHLY  AMOUNT  means,  for  any  fiscal  month,  an  amount equal to (i)
     $62,000  multiplied  by  (ii)  the net result of (A) the number of Business
              --------------
     Days  in  such  fiscal  month minus (B) the number of Blackout Days in such
                                   -----
     fiscal  month."

5.   REPRESENTATIONS AND WARRANTIES OF BORROWER. Each Borrower hereby represents
and  warrants  to  Administrative Agent and the Lenders that (i) such Borrower's
execution  of this Agreement has been duly authorized by all requisite action of
such  Borrower;  (ii)  no consents are necessary from any third parties for such
Borrower's  execution,  delivery  or  performance  of this Agreement, (iii) this
Agreement,  the Loan Agreement, and each of the other Loan Documents, constitute
the  legal,  valid  and  binding  obligations  of  Borrower  enforceable against
Borrower  in  accordance  with  their  terms,  except  to  the  extent  that the
enforceability thereof against Borrower may be limited by bankruptcy, insolvency
or  other  laws affecting the enforceability of creditors rights generally or by
equity  principles  of  general  application,  (iv)  except  as disclosed on the
disclosure  schedule  attached  to  the  Loan  Agreement  and attached hereto as
Exhibit  B, all of the representations and warranties contained in Section 11 of
the  Loan  Agreement  are  true and correct with the same force and effect as if
made  on  and  as  of the date of this Agreement, and (v) after giving effect to
this  Agreement,  there  is  no  Existing  Default.

6.   CUSTOMER  IDENTIFICATION - USA PATRIOT ACT NOTICE. Administrative Agent and
each  Lender hereby notifies the Borrowers that, pursuant to the requirements of
the  USA  Patriot  Act, Title III of Pub. L. 107-56, signed into law October 26,
2001  (as  amended  from  time  to  time  (including  any successor statute) and
together  with all rules promulgated thereunder, collectively, the "Act"), it is
required  to obtain, verify and record information that identifies the Borrowers
and  any  Guarantor,  which  information  includes  the  name and address of the
Borrowers and any Guarantor and other information that will allow Administrative
Agent and each Lender to identify the Borrowers and each Guarantor in accordance
with  the  Act.

7.   REAFFIRMATION.  Each Borrower hereby represents, warrants, acknowledges and
confirms  that  (i)  except  as  specifically  modified  by  the  terms  of this
Agreement,  the Loan Agreement and the other Loan Documents remain in full force
and  effect  as  amended by this Agreement, (ii) such Borrower has no defense to
its  obligations  under the Loan Agreement and the other Loan Documents, and the
Loan  Obligations  are due and owing to the Administrative Agent and the Lenders
without  setoff  or  counterclaim,  (iii)  the  Security  Interests  of  the
Administrative  Agent  (held  for  the ratable benefit of the Lenders) under the
Security  Documents  secure  all  the  Loan  Obligations,  are reaffirmed in all
respects,  continue  in  full force and effect, have the same priority as before
this  Agreement,  and  are  not  impaired or extinguished in any respect by this
Agreement,  and  (iv) such Borrower has no claim against Administrative Agent or
any  Lender  arising  from or in connection with the Loan Agreement or the other
Loan  Documents and any such claim is hereby irrevocably waived and released and
discharged forever.  Until the Loan Obligations are paid in full in cash and all
obligations  and  liabilities of each Borrower under this Agreement and the Loan
Documents  are  performed  and  paid  in  full in cash, each Borrower agrees and
covenants  that  they are respectively bound by the covenants and agreements set
forth in the Loan Agreement, Loan Document and in this Agreement.  The Borrowers
hereby  ratify and confirm the Loan Obligations.  This Agreement does not create
or  constitute,  and is not, a novation of the Loan Agreement and the other Loan
Documents.


                                        4
<PAGE>
8.   RELEASE.  As  a material part of the consideration for Administrative Agent
and  the  Lenders  entering  into  this  Agreement,  each  Borrower, jointly and
severally,  for  themselves  and their officers, directors, employees and agents
(collectively  "Releasor")  hereby  forever releases, forever waives and forever
discharges  Administrative  Agent,  each  Lender, and Administrative Agent's and
each  Lender's predecessors, successors, assigns, officers, managers, directors,
shareholders,  employees,  agents,  attorneys,  representatives,  parent
corporations,  subsidiaries,  and  affiliates  (hereinafter  all  of  the  above
collectively  referred  to  as "Administrative Agent and Lender Group"), jointly
and  severally, from any and all claims, counterclaims, demands, damages, debts,
agreements,  covenants,  suits,  contracts,  obligations, liabilities, accounts,
offsets,  rights,  actions,  and  causes  of  action  of  any nature whatsoever,
including,  without  limitation,  all  claims, demands, and causes of action for
contribution  and  indemnity,  whether  arising at law or in equity, and whether
arising  under, arising in connection with, or arising from, the Loan Agreement,
and  the  other  Loan  Documents  or  otherwise,  whether presently possessed or
possessed  in  the future, whether known or unknown, whether liability be direct
or  indirect, liquidated or unliquidated, whether presently accrued or to accrue
hereafter,  whether  absolute or contingent, foreseen or unforeseen, and whether
or  not  heretofore  asserted, which Releasor may have or claim to, have against
any  of  Administrative  Agent  and  Lender  Group.

9.   GOVERNING LAW. This Agreement has been executed and delivered in St. Louis,
Missouri,  and shall be governed by and construed under the laws of the State of
Missouri  without  giving  effect  to  choice  or  conflicts  of  law principles
thereunder.

10.  SECTION TITLES. The section titles in this Agreement are for convenience of
reference only and shall not be construed so as to modify any provisions of this
Agreement.

11.  FEES  AND EXPENSES. Borrower shall promptly pay to Administrative Agent all
fees,  expenses  and  other amounts owing to Administrative Agent under the Loan
Agreement  and  the  other  Loan  Documents  upon  demand,  including,  without
limitation,  all  reasonable fees, costs and expenses incurred by Administrative
Agent  in  connection with the preparation, negotiation, execution, and delivery
of  this  Agreement.

12.  COUNTERPARTS;  FACSIMILE  TRANSMISSIONS.  This Agreement may be executed in
one  or  more  counterparts and on separate counterparts, each of which shall be
deemed  an original, but all of which together shall constitute one and the same
instrument.  Signatures  to  this  Agreement  may be given by facsimile or other
electronic transmission, and such signatures shall be fully binding on the party
sending  the  same.

13.  INCORPORATION  BY REFERENCE. Administrative Agent, the Lenders and Borrower
hereby agree that all of the terms of the Loan Documents are incorporated in and
made  a  part  of  this  Agreement  by this reference.  This Agreement is a Loan
Document.

14.  NOTICE-INSURANCE.
The  following  notice  is  given  pursuant  to  Section 427.120 of the Missouri
Revised  Statutes;  nothing contained in such notice shall be deemed to limit or
modify  the  terms  of  the  Loan  Documents:

UNLESS YOU PROVIDE EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY YOUR AGREEMENT
WITH  US,  WE MAY PURCHASE INSURANCE AT YOUR EXPENSE TO PROTECT OUR INTERESTS IN
YOUR COLLATERAL.  THIS INSURANCE MAY, BUT NEED NOT, PROTECT YOUR INTERESTS.  THE
COVERAGE  THAT WE PURCHASE MAY NOT PAY ANY CLAIM THAT YOU MAKE OR ANY CLAIM THAT
IS MADE AGAINST YOU IN CONNECTION WITH THE COLLATERAL.  YOU MAY LATER CANCEL ANY
INSURANCE  PURCHASED  BY  US,  BUT  ONLY  AFTER PROVIDING EVIDENCE THAT YOU HAVE
OBTAINED  INSURANCE  AS  REQUIRED  BY  OUR  AGREEMENT.  IF  WE  PURCHASE


                                        5
<PAGE>
INSURANCE  FOR  THE  COLLATERAL,  YOU  WILL BE RESPONSIBLE FOR THE COSTS OF THAT
INSURANCE,  INCLUDING  THE  INSURANCE PREMIUM, INTEREST AND ANY OTHER CHARGES WE
MAY  IMPOSE  IN  CONNECTION  WITH  THE  PLACEMENT  OF  THE  INSURANCE, UNTIL THE
EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE.  THE COSTS OF
THE INSURANCE MAY BE ADDED TO YOUR TOTAL OUTSTANDING BALANCE OR OBLIGATION.  THE
COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE YOU MAY BE ABLE TO
OBTAIN  ON  YOUR  OWN.

15.  NOTICE-ORAL  COMMITMENTS  NOT  ENFORCEABLE.
The  following  notice  is given pursuant to Sections 432.045 and 432.047 of the
Missouri  Revised  Statutes; nothing contained in such notice shall be deemed to
limit  or  modify  the  terms  of  the  Loan  Documents:

     ORAL  AGREEMENTS  OR  COMMITMENTS  TO  LOAN  MONEY,  EXTEND  CREDIT  OR  TO
     FORBEAR  FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR
     RENEW  SUCH  DEBT  ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON
     WHICH  IT  IS  BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO
     PROTECT  YOU  (BORROWER(S))  AND  US  (CREDITOR)  FROM  MISUNDERSTANDING OR
     DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED
     IN  THIS  WRITING,  WHICH  IS  THE  COMPLETE AND EXCLUSIVE STATEMENT OF THE
     AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.


    {REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES IMMEDIATELY
                                    FOLLOWS}


                                        6
<PAGE>
     IN  WITNESS  WHEREOF,  this Agreement has been duly executed as of the date
first  above  written.


POMEROY IT SOLUTIONS, INC.
(FORMERLY KNOWN AS, POMEROY COMPUTER RESOURCES, INC.,
AS SUCCESSOR BY MERGER WITH VAL TECH COMPUTER SYSTEMS, INC.)


By:
       ---------------------------------
Name:
       ---------------------------------
Title:
       ---------------------------------


POMEROY SELECT INTEGRATION SOLUTIONS, INC.


By:
       ---------------------------------
Name:
       ---------------------------------
Title:
       ---------------------------------


POMEROY SELECT ADVISORY SERVICES, LLC
(FORMERLY, PRIOR TO CONVERSION, POMEROY SELECT ADVISORY SERVICES, INC.)


By:
       ---------------------------------
Name:
       ---------------------------------
Title:
       ---------------------------------


POMEROY IT SOLUTIONS SALES COMPANY, INC.
(FORMERLY KNOWN AS, POMEROY COMPUTER RESOURCES SALES COMPANY, INC.,
AND AS SUCCESSOR BY MERGER WITH THELINC, LLC AND AS SUCCESSOR BY MERGER WITH
MICROLOGIC BUSINESS SYSTEMS OF K.C., LLC)


By:
       ---------------------------------
Name:
       ---------------------------------
Title:
       ---------------------------------


POMEROY COMPUTER RESOURCES HOLDING COMPANY, INC.


By:
       ---------------------------------
Name:
       ---------------------------------
Title:
       ---------------------------------


        {REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURES CONTINUE}


                                        7
<PAGE>
POMEROY COMPUTER RESOURCES OPERATIONS, LLP


By: Pomeroy Computer Resources, Inc., its partner


By:
       ---------------------------------
Name:
       ---------------------------------
Title:
       ---------------------------------


PCR HOLDINGS, INC.
(FORMERLY KNOWN AS, TECHNOLOGY INTEGRATION FINANCIAL SERVICES, INC.)


By:
       ---------------------------------
Name:
       ---------------------------------
Title:
       ---------------------------------


PCR PROPERTIES, LLC
(FORMERLY, PRIOR TO CONVERSION, PCR PROPERTIES, INC.,
AND PRIOR TO SUCH CONVERSION, FORMERLY KNOWN AS, T.I.F.S. ADVISORY SERVICES,
INC.)


By:
       ---------------------------------
Name:
       ---------------------------------
Title:
       ---------------------------------


ALTERNATIVE RESOURCES CORPORATION
(AS SUCCESSOR BY MERGER WITH POMEROY ACQUISITION SUB, INC.)


By:
       ---------------------------------
Name:
       ---------------------------------
Title:
       ---------------------------------


ARC SERVICE, INC.


By:
       ---------------------------------
Name:
       ---------------------------------
Title:
       ---------------------------------


        {REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURES CONTINUE}


                                        8
<PAGE>
ARC STAFFING MANAGEMENT LLC


By:
       ---------------------------------
Name:
       ---------------------------------
Title:
       ---------------------------------


ARC SHARED SERVICES LLC


By:
       ---------------------------------
Name:
       ---------------------------------
Title:
       ---------------------------------


ARC TECHNOLOGY MANAGEMENT LLC


By:
       ---------------------------------
Name:
       ---------------------------------
Title:
       ---------------------------------


ARC SOLUTIONS, INC.


By:
       ---------------------------------
Name:
       ---------------------------------
Title:
       ---------------------------------


ARC  MIDHOLDING,  INC.


By:
       ---------------------------------
Name:
       ---------------------------------
Title:
       ---------------------------------


        {REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURES CONTINUE}


                                        9
<PAGE>
GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION,
formerly known as Deutsche Financial Services Corporation,
as Administrative Agent and a Lender


By:
       ---------------------------------
Name:   David Mintert
Title:  Vice President--Operations


FIFTH THIRD BANK, NORTHERN KENTUCKY, INC., AS A LENDER


By:
       ---------------------------------
Name:
       ---------------------------------
Title:
       ---------------------------------


NATIONAL CITY BANK, AS A LENDER


By:
       ---------------------------------
Name:
       ---------------------------------
Title:
       ---------------------------------


PNC BANK, N.A., AS A LENDER


By:
       ---------------------------------
Name:
       ---------------------------------
Title:
       ---------------------------------


UPS CAPITAL CORPORATION, AS A LENDER


By:
       ---------------------------------
Name:
       ---------------------------------
Title:
       ---------------------------------


BANK OF AMERICA, N.A., AS A LENDER


By:
       ---------------------------------
Name:
       ---------------------------------
Title:
       ---------------------------------


AMSOUTH BANK, AS A LENDER


By:
       ---------------------------------
Name:
       ---------------------------------
Title:
       ---------------------------------


                               {END OF SIGNATURES}


                                       10
<PAGE>
                                    EXHIBIT A
                                    ---------

                           DOCUMENTS AND REQUIREMENTS
                           --------------------------


1.   Amendment  No.  3  (with  Waiver) to Amended and Restated Credit Facilities
     Agreement  executed  by  Borrower  and  each  of  the  Lenders.

2.   Payment  of  $100,000  (the  "Third  Amendment  Fee").


                                     A-1
<PAGE>
                                    EXHIBIT B
                                    ---------

                        SUPPLEMENTAL DISCLOSURE SCHEDULE
                        --------------------------------

                                      NONE


                                     B-1