LOCKUP AND PURCHASE AGREEMENT

     This  Lockup and Purchase Agreement is made as of the 11th day of May, 2004
by  and among Pomeroy IT Solutions, Inc., a Delaware corporation ("Parent"), and
Wynnchurch  Capital  Partners,  L.P.  ("Wynnchurch  US"),  a  Delaware  limited
partnership,  Wynnchurch Capital Partners Canada, L.P. ("Wynnchurch Canada"), an
Alberta,  Canada  limited  partnership  and Wynnchurch Capital, Ltd., a Delaware
corporation  (Wynnchurch  US, Wynnchurch Canada and Wynnchurch Capital, Ltd. are
collectively  "Wynnchurch").

                                    RECITALS:

     A.     Wynnchurch  is  a  holder  of  the  number and type of securities of
Alternative  Resources  Corporation,  a Delaware corporation (the "Company"), as
described in Exhibit A attached hereto and incorporated herein by reference (all
such  securities collectively referred to as the "Company Securities" and all of
the warrants and contingent warrants collectively referred to as the "Warrants")
which were issued to Wynnchurch pursuant to a Securities Purchase Agreement (the
"Purchase Agreement") between the Company and Wynnchurch dated January 31, 2002,
as  amended.

     B.     In  connection  with  the Purchase Agreement, the Company and/or its
subsidiaries  and  Wynnchurch  are  parties  to  some  or  all  of the following
agreements:

          1.     Senior  Subordinated  Secured Convertible Promissory Note dated
January  31,  2002  of  the  Company  in favor of Wynnchurch US in the principal
amount  of  $4,920,208;

          2.     Senior Subordinated Secured Convertible Promissory  Note  dated
January  31,  2002 of the Company in favor of Wynnchurch Canada in the principal
amount  of  $5,079,792;

          3.     Warrant  W-1  to  purchase  4,920,208  shares of Company common
stock,  par  value  $.01  per  share  ("Shares")  issued  to  Wynnchurch  US;

          4.     Warrant  W-2  to purchase 5,079,792 Shares issued to Wynnchurch
Canada;

          5.     Contingent  Warrant  C-1  to  purchase 492,021 Shares issued to
Wynnchurch  US;

          6.     Contingent  Warrant  C-2  to  purchase 507,979 Shares issued to
Wynnchurch  Canada;

          7.     Registration  Rights Agreement dated January 31, 2002 among the
Company,  Wynnchurch  US  and  Wynnchurch  Canada;


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          8.     Guaranty  dated  January 31, 2002 among the subsidiaries of the
Company,  Wynnchurch  US  and  Wynnchurch  Canada;

          9.     Company  Security Agreement January 31, 2002 among the Company,
Wynnchurch  US  and  Wynnchurch  Canada;

          10.     Stock  Pledge  Agreement  January  31, 2002 among the Company,
Wynnchurch  US  and  Wynnchurch  Canada;

          11.     Guarantor  Security  Agreement  January  31,  2002  among  the
subsidiaries  of  the  Company,  Wynnchurch  US  and  Wynnchurch  Canada;

          12.     Subordination  and  Intercreditor  Agreement  January 31, 2002
among  the  Company,  Wynnchurch  US,  Wynnchurch  Canada  and  Fleet  Capital
Corporation,  as  amended  (and  Wynnchurch  Capital,  Ltd.  with respect to the
amendment);

          13.     Joinder  Agreement  dated  August  5,  2002 among the Company,
Wynnchurch  US,  Wynnchurch  Canada  and  Robert  Stanojev;

          14.     Guaranty  Agreement  dated  April 14, 2003 among the among the
Company,  Wynnchurch  US,  Wynnchurch  Canada  and Fleet Capital Corporation, as
amended  (the  "Guaranty  Agreement");

          15.     Letter  Agreement dated August 14, 2003 between Wynnchurch US,
Wynnchurch  Canada  and  the  Company;

          16.     Letter  Agreement  dated  October  10, 2003 among the Company,
Wynnchurch  US,  Wynnchurch  Canada  and  Fleet  Capital  Corporation;

          17.     Letter  Agreement  dated  October  10, 2003 among the Company,
Wynnchurch  US  and  Wynnchurch  Canada;

          18.     Letter  Agreement  dated  March  29,  2004  among the Company,
Wynnchurch  US,  Wynnchurch  Canada  and  Fleet  Capital  Corporation;  and

          19.     Letter  Agreement  dated  March  31,  2004  among the Company,
Wynnchurch  US  and  Wynnchurch  Canada.

(together  with  any  and  all  other  agreements  between  the  Company,  its
subsidiaries  and  Wynnchurch  and  its  affiliates,  including  the instruments
representing  the Company Securities, collectively, the "Investment Documents").

     C.     Parent  and Pomeroy Acquisition Sub, Inc. ("Subsidiary"), a Delaware
corporation  and wholly-owned subsidiary of Parent, and the Company have entered
into  an  Agreement  and Plan of Merger dated as of the date hereof (the "Merger
Agreement"),  providing  for  the Merger of the Subsidiary with and into Company
(the "Merger"). The Merger Agreement contemplates that, upon consummation of the


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Merger,  holders  of shares of the common stock of the Company will receive cash
in  exchange  for  their  shares  of  common  stock  of  the  Company.

     NOW  THEREFORE,  in  consideration  of  the  recitals  stated above and the
promises,  agreements  and  covenants  hereinafter contained, and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  intending  to  be  legally  bound,  the parties agree as follows:

1.     REPRESENTATIONS  AND  WARRANTIES  OF  WYNNCHURCH. Wynnchurch, jointly and
severally,  represents  and  warrants  to  Parent  and  Subsidiary  as  follows:

     (a)     Wynnchurch  is  the  holder  of  record  and,  together  with  the
individuals  and  entities  listed on Schedule 13D/A filed on November 21, 2003,
the  sole  "beneficial  owner"  (as  defined  in Rule 13d-3 under the Securities
Exchange  Act of 1934, as amended) of the Company Securities, and Wynnchurch has
good  and  valid  title  to the Company Securities, free and clear of any liens,
pledges,  security  interests,  adverse  claims,  equities,  options,  proxies,
charges,  encumbrances or restrictions of any nature, other than restrictions on
transfer  of  the  Company  Securities  under federal and state securities laws.
Except  as  described  herein,  Wynnchurch is not a party to any other agreement
that  grants  an  option to purchase, or any other right with respect to, any of
the  Company Securities, other than agreements with Robert Stanojev.  Wynnchurch
has  no  other  debt  or equity securities in the Company other than the Company
Securities  listed  herein.

     (b)     Wynnchurch has full power and authority to execute and deliver this
Agreement  and  to  perform  its  obligations  hereunder.  Without  limiting the
generality  of  the  foregoing,  the  general  partners of Wynnchurch  have duly
authorized  the  execution,  delivery,  and  performance  of  this  Agreement by
Wynnchurch.  This Agreement constitutes the valid and legally binding obligation
of  Wynnchurch,  enforceable  in  accordance  with  its  terms  and  conditions.

     (c)     With  respect  to a sale of the Warrants and the retirement of debt
related  to the other Company Securities, there is no requirement under Canadian
laws  to  withhold any amounts for taxes, except with respect to withholding for
the  payment  of  interest  on  the  Subordinated Secured Convertible Promissory
Notes.

     (d)     Wynnchurch  understands  that  the  representations, warranties and
covenants  set forth in this Agreement will be relied upon by Parent, Subsidiary
and  its  counsel  and for purposes of determining whether Parent should proceed
with  the  Merger.

2.     PURCHASE  OF  WARRANTS.  In  connection with the Merger, and on condition
that  the  Merger is consummated, Wynnchurch agrees to sell and Parent agrees to
purchase  (concurrent  with  consummation of the Merger) all of the Warrants for
the  amount  equal  to the difference between the merger consideration of US$.70
per  share  (or such higher price per share in the event the Merger Agreement is
amended  to  provide  for  a  higher  merger  consideration  per  share) and the
respective  exercise price per share under the


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respective warrant agreements for the Warrants (including that certain Amendment
to  the Warrants dated as of April 14, 2003 between the Company and Wynnchurch),
multiplied  by  the  number  of  shares  subject  to the Warrants (the "Purchase
Price")  as  full  payment  for the Warrants. Wynnchurch shall deliver to Parent
immediately  prior  to the closing of the Merger all of its Warrants in exchange
for  the  payment  of the Purchase Price by Parent to the appropriate Wynnchurch
entity  by  wire  transfer  in  immediately  available  funds.

3.     CONSENT  TO TRANSACTION.  Wynnchurch hereby consents, solely for purposes
of  the  Investment  Documents,  to  the Merger of the Company with and into the
Subsidiary  on  the  terms set forth in the Merger Agreement, such consent being
expressly  conditioned  upon  and  subject  to (i) consummation (concurrent with
consummation  of the Merger) of the transactions contemplated by this Agreement,
(ii)  payment  in full by the Company of all amounts owed to Wynnchurch pursuant
to  the  Investment  Documents (including without limitation, all guaranty fees)
and (iii) delivery of written documents terminating the financing commitments of
Wynnchurch  to  the  Company  (in form and substance satisfactory to Wynnchurch)
including  a  letter  from  the  Company terminating Wynnchurch's commitments to
provide  additional  funding  and  delivery  of  a release by the Company or its
lenders (in form and substance satisfactory to Wynnchurch, as applicable) of all
guaranties  previously provided by Wynnchurch in connection with indebtedness of
the  Company  and  its  Subsidiaries,  including  a  release  by  Fleet  Capital
Corporation  of  all  obligations  of  Wynnchurch  under the Guaranty Agreement.
Further,  Wynnchurch  agrees, in connection with the consummation of the merger,
as  follows:

     (a)     To deliver to Parent immediately prior to the closing of the Merger
all  of its outstanding Senior Subordinated Secured Convertible Promissory Notes
in exchange for, and as full payment therefor, the payment by Company , upon the
consummation  of  the  Merger, of the principal balance outstanding plus accrued
and  unpaid  interest  as  of  the  effective  date  of  the  Merger;  and

     (b)     To  sell  the  Warrants  to  Parent,  upon  the consummation of the
Merger, for the Purchase Price.  This Agreement constitutes notice to Wynnchurch
(as  provided  for  in Section 4(e) of each of the Warrants listed above) and no
further  notice  of  the  merger  is  required  to  be  given  by the Company to
Wynnchurch;  and

     (c)     Wynnchurch  will cooperate with Parent and Subsidiary to consummate
the  Merger  in  accordance  with  the  terms  of  the  Merger  Agreement;  and

     (d)     Immediately  following  payment of the Purchase Price to Wynnchurch
as  provided  herein and payment of all other amounts due to Wynnchurch pursuant
to the Investment Documents, Wynnchurch will file UCC Termination Statements and
take  any  and all action necessary to release all of its liens on any assets of
the  Company  or  any  of  its  subsidiaries, and will return to the Company any
assets  that  were pledged to Wynnchurch by Wynnchurch taking possession of such
assets.


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<PAGE>
     (e)     If  Wynnchurch exercises any of the Warrants or converts any of the
Subordinated  Secured  Convertible  Promissory  Notes  into  common stock of the
Company  on  or  prior  to  the  record date for the Merger, Wynnchurch will, in
addition  to  providing  the  notice required in Section 4, below, vote all such
shares  of  common  stock  owned  by  Wynnchurch  in  favor  of  the  Merger.

4.     PROHIBITIONS  AGAINST  TRANSFER,  EXCHANGE,  CONVERSION OR EXERCISE; STOP
TRANSFER  INSTRUCTIONS.  Wynnchurch  agrees  that it will not, without the prior
written  consent  of  Parent  (which  consent  may  be  withheld  in  its  sole
discretion),  and  other  than  pursuant  to  the  Merger  Agreement  and  the
transactions contemplated thereby, directly or indirectly, sell, offer, contract
or  grant  any  option  to  sell  (including without limitation any short sale),
pledge, transfer, establish an open "put equivalent position" within the meaning
of  Rule  16a-1(h)  under  the  Securities  Exchange Act of 1934, as amended, or
otherwise  dispose of any Company Securities currently or hereafter owned either
of  record  or  beneficially (as defined in Rule 13d-3 under Securities Exchange
Act  of  1934,  as  amended)  by  the  undersigned,  or  publicly  announce  the
undersigned's  intention  to  do  any  of  the  foregoing,  or acquire any other
securities  of  the  Company  for  a  period  commencing  on the date hereof and
continuing  until  the  earlier to occur of (i) such date and time as the Merger
shall become effective in accordance with the terms and provisions of the Merger
Agreement  and  (ii)  such  date  and  time  as  the  Merger  Agreement shall be
terminated  in  accordance  with  the  termination  provisions  of  said  Merger
Agreement (the "Lockup Term").  Each of the undersigned also agrees and consents
to  the  entry  of stop transfer instructions with the Company' s transfer agent
and  registrar  against  the  transfer  of Company Securities held by Wynnchurch
except  in  compliance  with  the  foregoing  restrictions.

5.     PROHIBITIONS  AGAINST  TAKING  ACTION  UNDER  THE  INVESTMENT  DOCUMENTS.
Wynnchurch  agrees  that it will not take, directly or indirectly, any action to
exercise  its  remedies  or  enforce  its rights with respect to any existing or
future event of default (as defined under any of the Investment Documents) under
the  Investment  Documents  during  the  Lockup  Term.

6.     MISCELLANEOUS  PROVISIONS.

     (a)     SURVIVAL  OF  REPRESENTATIONS,  WARRANTIES  AND  AGREEMENTS.  All
representations,  warranties and agreements made by Wynnchurch in this Agreement
shall  survive  for  a period of twelve months following the consummation of the
Merger  and  the  other transactions contemplated hereby or, if the transactions
are  not  consummated,  any  termination or breach of the Merger Agreement other
than  a  termination in accordance with the termination provisions of the Merger
Agreement.

     (b)     NOTICES.  All notices, consents or other communications required or
permitted  to  be  given  under  this Agreement shall be in writing and shall be
deemed to have been duly given when delivered personally or one (1) business day
after  being sent by a nationally recognized overnight delivery service, postage
or  delivery  charges  prepaid  or  five  (5)  business days after being sent by
registered or certified mail, return receipt requested, postage charges prepaid.
Notices  also  may  be  given  by  facsimile  and


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<PAGE>
shall  be  effective  on  the  date  transmitted  if  confirmed  within 48 hours
thereafter  by  a  signed  original  sent  in one of the manners provided in the
preceding sentence. Notices to Parent shall be sent to Parent at 1020 Petersburg
Road,  Hebron, KY 41048, to the attention of its President and copies of notices
to  Parent  shall  be  sent  simultaneously  to  James H. Smith III, Lindhorst &
Dreidame  Co.,  L.P.A.,  Suite  2300,  312  Walnut Street, Cincinnati, OH 45202.
Notices  to  Wynnchurch  shall be sent to Wynnchurch's at 150 Field Drive, Suite
165,  Lake  Forest,  IL  60045,  to the attention of John Hatherly and copies of
notices  to  Wynnchurch  shall  be  sent simultaneously to James Cruger, Perkins
Coie,  LLP, 131 South Dearborn Street, 17th Floor, Chicago, Illinois 60603-5559.
Any party may change its address for notice and the address to which copies must
be sent by giving notice of the new addresses to the other parties in accordance
with  this  Section  6(b), provided that any such change of address notice shall
not  be  effective  unless  and  until  received.

     (c)     ENTIRE  UNDERSTANDING.  This  Agreement  and  the  other agreements
referred  to  herein,  state  the  entire  understanding  among the parties with
respect  to  the subject matter hereof, and supersede all prior oral and written
communications  and  agreements, and all contemporaneous oral communications and
agreements, with respect to the subject matter hereof. This Agreement may not be
amended  except  by  an  instrument  in  writing signed on behalf of each of the
parties  hereto.

     (d)     WAIVERS.  Except  as otherwise expressly provided herein, no waiver
with respect to this Agreement shall be enforceable unless in writing and signed
by  the  party against whom enforcement is sought. Except as otherwise expressly
provided  herein,  no  failure  to  exercise,  delay in exercising, or single or
partial  exercise  of  any right, power or remedy by any party, and no course of
dealing  between  or  among  any of the parties, shall constitute a waiver of or
shall  preclude  any  other for further exercise of, any right, power or remedy.

     (e)     SEVERABILITY. If any provision of this Agreement or any part of any
such provision is held under any circumstances to be invalid or unenforceable in
any jurisdiction, then (i) such provision or part thereof shall, with respect to
such  circumstances  and  in  such jurisdiction, be deemed amended to conform to
applicable  laws  so  as  to  be  valid  and enforceable to the fullest possible
extent,  (ii)  the  invalidity  or  unenforceability  of  such provision or part
thereof  under  such circumstances and in such jurisdiction shall not affect the
validity  or  enforceability  of  such provision or part thereof under any other
circumstances  or  in  any  other  jurisdiction,  and  (iii)  the  invalidity or
unenforceability of such provision or part thereof shall not affect the validity
or  enforceability  of  the  remainder  of  such  provision  or  the validity or
enforceability  of any other provision of this Agreement. Each provision of this
Agreement  is  separable  from every other provision of this Agreement, and each
part  of  each provision of this Agreement is separable from every other part of
such  provision.

     (f)     COUNTERPARTS.  This  Agreement  may  be  executed  in any number of
counterparts,  each of which when so executed and delivered shall be an original
hereof,  and  it  shall  not  be  necessary in making proof of this Agreement to
produce  or  account  for  more  than  one  counterpart  hereof.


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<PAGE>
     (g)     CONTROLLING  LAW.  THIS  AGREEMENT  IS  MADE  UNDER,  AND  SHALL BE
CONSTRUED  AND  ENFORCED  IN  ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED SOLELY THEREIN, WITHOUT GIVING
EFFECT  TO  PRINCIPLES  OF  CONFLICTS  OF  LAW.

     (h)     JURISDICTION AND PROCESS. In any action between or among any of the
parties,  whether  arising  out  of this Agreement or otherwise, (a) each of the
parties  irrevocably  consents  to  the  exclusive jurisdiction and venue of the
federal  and  state  courts  located in the Commonwealth of Kentucky, (b) if any
such  action  is commenced in a state court, then, subject to applicable law, no
party shall object to the removal of such action to any federal court located in
the  Commonwealth  of  Kentucky,  (c) each of the parties irrevocably waives the
right  to trial by jury, (d) each of the parties irrevocably consents to service
of  process  by  first  class  certified mail, return receipt requested, postage
prepaid,  to  the address at which such party is to receive notice in accordance
with  Section  6(b), and (e) the prevailing parties shall be entitled to recover
their  reasonable  attorneys'  fees  and  court  costs  from  the other parties.

     (i)     ASSIGNMENT; BINDING EFFECT. Parent may not assign any or all of its
rights  under this Agreement, in whole or in part, without obtaining the consent
or approval of Wynnchurch. This Agreement may not be transferred or delegated by
Wynnchurch  at  any time. Subject to the preceding sentence, this Agreement will
inure  to  the  benefit  of  Parent  and  its successors and assigns and will be
binding  upon  Wynnchurch  and  its  successors  and  assigns.

     (j)     SPECIFIC  PERFORMANCE.  The  parties  hereto agree that irreparable
damage would occur in the event that any of the provisions of this Agreement was
not  performed  in accordance with its specific terms or was otherwise breached.
It  is  accordingly  agreed  that  Parent and Wynnchurch shall be entitled to an
injunction  or  injunctions to prevent breaches of this Agreement and to enforce
specifically  the  terms  and  provisions  hereof  in  any  court  of  proper
jurisdiction,  this  being  in  addition to any other remedy to which Parent and
Wynnchurch  is  entitled  at  law  or  in  equity.

     (k)     OTHER  AGREEMENTS  AND INDEPENDENCE OF OBLIGATIONS. Nothing in this
Agreement shall limit any of the rights or remedies of the parties or any of the
obligations  of  the  parties  Wynnchurch  under any other agreement.  Except as
expressly  provided  herein,  the  covenants  and  obligations  of  the  parties
Wynnchurch  set forth in this Agreement shall be construed as independent of any
other  agreement  or arrangement between the parties. The existence of any claim
or  cause  of  action  by a party against any other party shall not constitute a
defense  to  the enforcement of any of such covenants or obligations against the
party  having  such  claim  or  cause  of  action  .

     (l)     PUBLICITY.  Except as otherwise required by law or applicable stock
exchange rules, press releases concerning this Agreement shall be made only with
the  prior  consent  of  Parent.  Parent acknowledges and agrees that Wynnchurch
may,  without  Parent's  consent,  report  this Agreement and related matters by
amendment  to  its  Schedule  13D  on  file  with  the  SEC.


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     (m)     Termination.  This  Agreement  shall terminate and be of no further
force and effect, and Wynnchurch shall have no further obligations hereunder, in
the  event  that  the  Merger  Agreement  is  terminated  in accordance with the
termination  provisions  of  said  Merger  Agreement.

                  [remainder of page left intentionally blank]


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     IN  WITNESS  WHEREOF,  the  parties  have  signed  this Lockup and Purchase
Agreement  as  of  the  date  first  written  above.

PARENT                                WYNNCHURCH  CAPITAL  PARTNERS,  L.P.
                                      By Wynnchurch Partners, L.P., its general
                                      partner

By:                                      By: Wynnchurch Management, Inc., its
                                         General Partner

Name:   ____________________________     By:  ____________________________
Title:  ____________________________     Title:  _________________________

                                      WYNNCHURCH CAPITAL PARTNERS CANADA, L.P.
                                      By: Wynnchurch Partners Canada, L.P., its
                                      ------------------------------------------
                                      general partner
                                      ---------------

                                         By: Wynnchurch GP Canada, Inc., its
                                         General Partner


                                         By:  ____________________________
                                         Title:  _________________________

                                      WYNNCHURCH CAPITAL, LTD.


                                         By:  ____________________________
                                         Title:  _________________________


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                                    EXHIBIT A

                         Ownership of Company Securities
                         -------------------------------


Security holder                              Security
---------------                              -----------------------------------

Wynnchurch  Capital  Partners, L.P.          $4,920,208 Senior Subordinated
                                             Secured Convertible Promissory Note


                                             Warrant No. W-1
                                             To purchase 4,920,208 shares of
                                             common stock

                                             Warrant No. C-1
                                             To purchase 492,021 shares of
                                             common stock

                                             Right to Acquire Senior
                                             Subordinated Secured Convertible
                                             Promissory Note
                                             Upon Payment under Guaranty


Wynnchurch Capital Partners Canada, L.P.     $5,079,792 Senior Subordinated
                                             Secured Convertible Promissory
                                             Note

                                             Warrant No. W-2
                                             To purchase 5,079,792 shares of
                                             common stock

                                             Warrant No. C-2
                                             To purchase 507,979 shares of
                                             common stock

                                             Right to Acquire Senior
                                             Subordinated Secured Convertible
                                             Promissory Note
                                             Upon Payment under Guaranty


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