Exhibit 4.38

FOURTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND CONSENT

This FOURTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND CONSENT dated as of December 27, 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, the Second Amendment to
Securities Purchase Agreement dated August 30, 2002, and the Third Amendment to Securities Purchase Agreement and Waiver dated as of November 14, 2002 (such Securities Purchase
Agreement, as so amended, the "Securities Purchase Agreement"), each among the Company and the Purchasers.

WHEREAS,
ARC Service, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company ("Service") has organized ARC Technology Management LLC, a Delaware limited
liability company ("Technology"), ARC Staffing Management LLC, a Delaware limited liability company
("Staffing"), and ARC Shared Services LLC, a Delaware limited liability company ("Shared Services" and,
together with Technology and Staffing, the "New Subsidiaries") as wholly-owned subsidiaries;

WHEREAS,
subsection 7.6(f) of the Securities Purchase Agreement requires the consent of the Purchasers in order for the Company or any of its subsidiaries to form or acquire any
subsidiary (except as permitted in Section 8.4(a) or (c) of the Credit Agreement); and

WHEREAS,
Service has sought, and the Purchasers are willing to grant, such consent, 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, the Company Security Agreement, the Guaranty executed and delivered by the subsidiaries of the
Company, the Guarantor Security Agreement executed and delivered by the subsidiaries of the Company, the Pledge Agreement executed by Services and any other related documents, in each case as the same
have been amended, modified or supplemented to date, are referred to herein as the "Subordinated Debt Documents."

2.Consent to Form New Subsidiaries.

Subject
to the satisfaction of the terms and conditions set forth in Section 5 hereof, the Purchasers hereby consent to Service's formation of the New Subsidiaries. The parties
agree that nothing herein shall be construed as a consent to any other action or condition of the Company or any of its subsidiaries, including the formation of any subsidiary other than the New
Subsidiaries.

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:



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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, as amended by this Amendment, 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:



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6.Miscellaneous.

(a)  Except
as specifically amended hereby or by the Joinder Agreement and First Amendment to Guaranty and Security Agreement, all of the terms and provisions of the
Securities Purchase Agreement, the other Subordinated Debt Documents and all related documents, shall remain in full force and effect.

(b)  This
Amendment may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but all counterparts shall together
constitute one instrument. Delivery of an executed signature page hereto by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

(c)  This
Amendment shall be governed by the laws of the State of Illinois and shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.

[Remainder
of Page Left Intentionally Blank]

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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:                                     
|                                        
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|PURCHASERS:                             
|WYNNCHURCH CAPITAL PARTNERS, L.P.       
|By:                                     
|By:                                     
|By:                                     
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|                                        
|                                        
|                                        
|                                        
|WYNNCHURCH CAPITAL PARTNERS CANADA, L.P.
|By:                                     
|By:                                     
|By:                                     
|                                        
|                                        
|                                        
|                                        
|                                        

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EXHIBIT 3.1
Organization and Qualification

Entity Name

Jurisdiction of OrganizationAlternative Resources Corporation

DelawareARC Service, Inc.

DelawareARC Solutions, Inc.

DelawareARC Midholding, Inc.

DelawareWriters Inc.

CaliforniaARC Technology Management LLC

DelawareARC Staffing Management LLC

DelawareARC Shared Services LLC

Delaware


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