Exhibit 4.35

WAIVER, JOINDER AGREEMENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT

This WAIVER, JOINDER AGREEMENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT dated as of December 27, 2002 (this
"Amendment"), is made by and among Alternative Resources Corporation ("ARC"), ARC Service, Inc.
("ARC Service"), ARC Solutions, Inc., ARC Midholding, Inc., and Writers Inc. (collectively, the "Existing
Borrowers"), ARC Technology Management LLC, a Delaware limited liability company ("ARC Technology"), ARC Staffing Management
LLC, a Delaware limited liability company ("ARC Staffing"), and ARC Shared Services LLC, a Delaware limited liability company
("ARC Shared Services", and together with ARC Technology and ARC Staffing, the "Additional Borrowers")
and Fleet Capital Corporation (the "Lender").

WHEREAS,
the Existing Borrowers and the Lender are parties to that certain Credit and Security Agreement dated as of January 31, 2002, as amended by that certain First Amendment
to Credit Agreement and Waiver dated as of August 8, 2002, that certain Second Amendment to Credit Agreement dated August 30, 2002, and that certain Third Amendment to Credit Agreement
and Waiver dated as of November 14, 2002 (the "Credit Agreement");

WHEREAS,
ARC Service has organized ARC Technology, ARC Staffing and ARC Shared Services as wholly-owned Subsidiaries (the "Organization of the New
Subsidiaries");

WHEREAS,
the Existing Borrowers have requested that the Lender waive compliance with Section 8.4 of the Credit Agreement, which prohibits the formation by any Borrower of any new
Subsidiaries without the prior written consent of the Lender, as applicable to the Organization of the New Subsidiaries, permit the Additional Borrowers to become parties to the Credit Agreement as
"Borrowers", and amend certain provisions of the Credit Agreement; and

WHEREAS,
the Lender has agreed to waive the provisions of Section 8.4 of the Credit Agreement to the extent they would prohibit the Organization of the New Subsidiaries, to permit
the Additional Borrowers to become parties to the Credit Agreement as "Borrowers" and to amend certain provisions of the Credit 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 Credit Agreement have the same meanings herein as therein, except to the extent that such meanings are amended hereby.

2.Waiver of Section 8.4 as Applicable to the Organization of the New Subsidiaries.

Subject
to the satisfaction of the terms and conditions set forth in Section 6 hereof, the Lender hereby waives the provisions of Section 8.4 of the Credit Agreement, to
the extent such provisions would prohibit the Organization of the New Subsidiaries; provided that nothing herein shall be construed as a waiver of any other presently existing or future Event of
Default (including without limitation, any Event of Default caused by reason of the failure of the Borrowers to comply with Section 8.4 of the Credit Agreement on any other occasion) or any
failure of the Borrowers to comply with any other provision, term or condition of the Loan Documents.

3.Joinder.

Each
Additional Borrower represents and warrants that it has received and reviewed copies of the Credit Agreement, the Revolving Credit Note, the Subordination and Intercreditor
Agreement and the other Loan Documents, and that it understands the terms of the same. Effective upon the execution and delivery hereof, each Additional Borrower hereby agrees that it shall become,
and each Existing Borrower consents to the addition of each Additional Borrower as, a "Borrower" under and for all purposes of the Credit Agreement and the other Loan Documents with all the rights and
obligations of

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a Borrower thereunder. Without limiting the generality of the foregoing, each Additional Borrower hereby:



4.Amendments.

Subject
to the satisfaction of the terms and conditions set forth in Section 6 hereof, each of the Credit Agreement, the Revolving Credit Note and the other Loan Documents is
hereby amended to include each of the Additional Borrowers as a "Borrower" thereunder. Henceforth, all references in the Credit Agreement, the Revolving Credit Note and the other Loan Documents to
"the Borrowers" or words of like import referring thereto, shall be deemed to include the Additional Borrowers, in addition to the Existing Borrowers. Without limiting the foregoing, and subject to
the satisfaction of the terms and conditions set forth in Section 6 hereof, the Borrowers and the Lender agree that the Credit Agreement is hereby amended, effective as of the date hereof, as
follows:



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5.No Default; Representations and Warranties, etc.

The
Existing Borrowers and the Additional Borrowers hereby represent, warrant and confirm that: (a) the representations and warranties of the Credit Parties contained in
Article 5 of the Credit Agreement (as amended hereby) 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 Borrowers are in compliance with all of the terms and provisions set forth in the Credit Agreement and the
other Loan Documents; (c) after giving effect to this Amendment, no Default has occurred and is continuing; and (d) the execution, delivery and performance by the Existing Borrowers and
the Additional Borrowers of this Amendment (i) have been duly authorized by all necessary action on the part of the Existing Borrowers and the Additional Borrowers, (ii) will not violate
any applicable law or regulation or the organizational documents of any Existing Borrower or Additional Borrower, (iii) will not violate or result in a default under any indenture, agreement or
other instrument binding on any Existing Borrower or any Additional Borrower or any of their respective assets, including without limitation, any Subordinated Debt Document, and (iv) do not
require any consent, waiver or approval of or by any Person (other than the Lender) which has not been obtained.

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6.Conditions to Effectiveness.

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



7.Miscellaneous.



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[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.

| |  | EXISTING BORROWERS               
| |  | ---------------------------------
| |  | ALTERNATIVE RESOURCES CORPORATION
| |  | By:                              
| |  |                                  
| |  | Name:
Title:                     
| |  | ARC SERVICE, INC.                
| |  | By:                              
| |  |                                  
| |  | Name:
Title:                     
| |  | ARC SOLUTIONS, INC.              
| |  | By:                              
| |  |                                  
| |  | Name:
Title:                     
| |  | ARC MIDHOLDING, INC.             
| |  | By:                              
| |  |                                  
| |  | Name:
Title:                     
| |  | WRITERS INC.                     
| |  | By:                              
| |  |                                  
| |  | Name:
Title:                     

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| |  | ADDITIONAL BORROWERS         
| |  | -----------------------------
| |  | ARC TECHNOLOGY MANAGEMENT LLC
| |  | By:                          
| |  | By:                          
| |  |                              
| |  | Name:
Title:                 
| |  | ARC STAFFING MANAGEMENT LLC  
| |  | By:                          
| |  | By:                          
| |  |                              
| |  | Name:
Title:                 
| |  | ARC SHARED SERVICES LLC      
| |  | By:                          
| |  | By:                          
| |  |                              
| |  | Name:
Title:                 

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| |  | LENDER                                      
| |  | --------------------------------------------
| |  | FLEET CAPITAL CORPORATION, as Lender        
| |  | By:                                         
| |  |                                             
| |  | Name:
Title:                                
| |  | ISSUING LENDER                              
| |  | FLEET NATIONAL BANK, as Issuing Lender      
| |  | By:                                         
| |  |                                             
| |  | Name:
Title:                                
| |  | CASH MANAGEMENT BANK                        
| |  | FLEET NATIONAL BANK, as Cash Management Bank
| |  | By:                                         
| |  |                                             
| |  | Name:
Title:                                

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