Exhibit 4.37

THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND WAIVER

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

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

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

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

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

1.Capitalized Terms.

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

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

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

---

3.Amendments.

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



2

---



4.No Default; Representations and Warranties, etc.

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

5.Conditions to Effectiveness.

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



6.Miscellaneous.



[Remainder
of Page Left Intentionally Blank]

3

---

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

|COMPANY:                                
|----------------------------------------
|ALTERNATIVE RESOURCES CORPORATION       
|By:                                     
|                                        
|                                        
|                                        
|                                        
|                                        
|PURCHASERS:                             
|WYNNCHURCH CAPITAL PARTNERS, L.P.       
|By:                                     
|By:                                     
|By:                                     
|                                        
|                                        
|                                        
|                                        
|                                        
|WYNNCHURCH CAPITAL PARTNERS CANADA, L.P.
|By:                                     
|By:                                     
|By:                                     
|                                        
|                                        
|                                        
|                                        
|                                        

4

---

QuickLinks