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                        ALTERNATIVE RESOURCES CORPORATION

                              AMENDED AND RESTATED
                           INCENTIVE STOCK OPTION PLAN

     1.  PURPOSE.  The Alternative Resources Corporation Incentive Stock 
Option Plan (the "PLAN"), as amended and restated, is intended to provide 
incentives which will attract and retain highly competent persons as 
officers, key employees and independent contractor consultants of Alternative 
Resources Corporation and its subsidiaries (the "COMPANY"), by providing them 
opportunities to acquire shares of Common Stock of the Company ("COMMON 
STOCK") or to receive monetary payments based on the value of such shares 
pursuant to the Awards described herein.

     2.  ADMINISTRATION.  The Plan will be administered by the Compensation 
Committee (the "COMMITTEE") appointed by the Board of Directors of the 
Company from among its members which shall be comprised of not less than two 
non-employee members of the Board; PROVIDED, HOWEVER, that as long as the 
Common Stock of the Company is registered under the Securities Exchange Act 
of 1934, members of the Committee must qualify as disinterested persons 
within the meaning of Securities and Exchange Commission Regulation Section 
240.16b-3.  The Committee is authorized, subject to the provisions of the 
Plan, to establish such rules and regulations as it deems necessary for the 
proper administration of the Plan and to make such determinations and 
interpretations and to take such action in connection with the Plan and any 
Awards granted hereunder as it deems necessary or advisable.  All 
determinations and interpretations made by the Committee shall be binding and 
conclusive on all participants and their legal representatives.  No member of 
the Board, no member of the Committee and no employee of the Company shall be 
liable for any act or failure to act hereunder, by any other member or 
employee or by any agent to whom duties in connection with the administration 
of this Plan have been delegated or, except in circumstances involving his or 
her bad faith, gross negligence or fraud, for any act or failure to act by 
such member of the Board or employee.  

     3.  PARTICIPANTS.  Participants will consist of such officers, key 
employees and independent contractor consultants of the Company as the 
Committee in its sole discretion determines to be significantly responsible 
for the success and future growth and profitability of the Company and whom 
the Committee may designate from time to time to receive Awards under the 
Plan. Designation of a participant in any year shall not require the 
Committee to designate such person to receive an Award in any other year or, 
once designated, to receive the same type or amount of Awards as granted to 
the participant in any year.  The Committee shall consider such factors as it 
deems pertinent in selecting participants and in determining the amount and 
type of their respective Awards.  In addition, non-employee directors of the 
Company shall have the benefits provided in Section 6(h) hereof.

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     4.  TYPES OF AWARDS.  Awards under the Plan may be granted in any one or 
a combination of (a) Stock Options, (b) Stock Appreciation Rights, (c) Stock 
Awards, and (d) Performance Units, all as described below (collectively 
"AWARDS").

     5.  SHARES RESERVED UNDER THE PLAN.  There is hereby reserved for 
issuance under the Plan an aggregate of four million (4,000,000) shares of 
Common Stock, which may be authorized but unissued or treasury shares.  Any 
shares subject to an Award hereunder may thereafter be subject to new Awards 
under this Plan if there is a lapse, cancellation, expiration, or termination 
of any such Awards prior to issuance of the shares or if shares are issued 
under such Awards and thereafter are reacquired by the Company pursuant to 
rights reserved by the Company upon issuance thereof.

     6.  STOCK OPTIONS.  "STOCK OPTIONS" will consist of awards from the 
Company, in the form of agreements, which will enable the holder to purchase 
a specific number of shares of Common Stock, at set terms and at a fixed 
purchase price.    Stock Options may be "INCENTIVE STOCK OPTIONS" within the 
meaning of Section 422 of the Internal Revenue Code ("INCENTIVE STOCK 
OPTIONS") or Stock Options which do not constitute Incentive Stock Options 
("NONQUALIFIED STOCK OPTIONS").  The Committee will have the authority to 
grant to any participant one or more Incentive Stock Options, Nonqualified 
Stock Options, or both types of Stock Options (in each case with or without 
Stock Appreciation Rights).  Each Stock Option shall be subject to such terms 
and conditions consistent with the Plan as the Committee may impose from time 
to time, subject to the following limitations:

          (a)  EXERCISE PRICE.  Each Stock Option granted hereunder shall 
have such per-share exercise price as the Committee may determine at the date 
of grant provided, however, that the per-share exercise price for Incentive 
Stock Options shall not be less than 100% of the Fair Market Value of the 
Common Stock on the date the option is granted and provided further that the 
per-share exercise price for Nonqualified Stock Options shall not be less 
than 85% of the Fair Market Value of the Common Stock on the date the option 
is granted.

          (b)  PAYMENT OF EXERCISE PRICE.  The option exercise  price may be 
paid by check or, in the discretion of the Committee, by the delivery of 
shares of Common Stock of the Company then owned by the participant; 
provided, however, that option agreements may provide that payment of the 
exercise price by delivery of shares of Common Stock of the Company then 
owned by the participant may be made only if such payment does not result in 
a charge to earnings for financial accounting purposes as determined by the 
Committee.  In the discretion of the Committee, payment may also be made by 
delivering a properly executed exercise notice to the Company together with a 
copy of irrevocable instructions to a broker to deliver promptly to the 
Company the amount of sale or loan proceeds to pay the exercise price.  To 
facilitate the foregoing, the Company may enter into agreements for 
coordinated procedures with one or more brokerage firms.

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          (c)  EXERCISE PERIOD.  Stock Options granted under the Plan shall 
be exercisable at such time or times and subject to such terms and conditions 
as shall be determined by the Committee, PROVIDED, HOWEVER that no Stock 
Options shall be exercisable earlier than six months after the date they are 
granted. In addition, Stock Options shall not be exercisable later than ten 
years after the date they are granted.  All Stock Options shall terminate at 
such earlier times and upon such conditions or circumstances as the Committee 
shall in its discretion set forth in such option at the date of grant, 
provided however that if a participant's employment or engagement with the 
Company is terminated other than by reason of the participant's death or 
disability, the participant's option will terminate thirty (30) days after 
such termination, and in the event of a termination due to death or 
disability, the participant's option will terminate six (6) months after such 
termination.

          (d)  LIMITATIONS ON STOCK OPTIONS.  Incentive Stock Options may be 
granted only to participants who are employees of the Company or one of its 
subsidiaries (within the meaning of Section 424(f) of the Internal Revenue 
Code) at the date of grant.  The aggregate Fair Market Value (determined as 
of the time the option is granted) of the Common Stock with respect to which 
Incentive Stock Options are exercisable for the first time by a participant 
during any calendar year (under all option plans of the Company) shall not 
exceed $100,000. Stock Options may not be granted to any participant who, at 
the time of grant, owns stock possessing (after the application of the 
attribution rules of Section 424(d) of the Code) more than 10% of the total 
combined voting power of all classes of stock of the Company, unless the 
option price is fixed at not less than 110% of the Fair Market Value of the 
Common Stock on the date of grant and the exercise of such option is 
prohibited by its terms after the expiration of five years from the date of 
grant of such option.

          (e)  REDESIGNATION AS NON-QUALIFIED STOCK OPTIONS.  Options 
designated as "INCENTIVE STOCK OPTIONS" that fail to continue to meet the 
requirements of Section 422 of the Internal Revenue Code shall be 
redesignated as non-qualified options for Federal income tax purposes 
automatically without further action by the Committee on the date of such 
failure to continue to meet the requirements of Section 422 of the Code.

          (f)  LIMITATION OF RIGHTS IN SHARES.  The recipient of a Stock 
Option shall not be deemed for any purpose to be a stockholder of the Company 
with respect to any of the shares subject thereto except to the extent that 
the Stock Option shall have been exercised and, in addition, a certificate 
shall have been issued and delivered to the participant.

          (g)  INDIVIDUAL LIMITATION ON NUMBER OF SHARES.  The number of 
shares subject to Stock Options which may be granted during any calendar year 
to any one participant shall not exceed two hundred six thousand four hundred 
(206,400) shares.

          (h)  AUTOMATIC GRANT TO NON-EMPLOYEE DIRECTORS.  Each non-employee 
director of the Company who is a member of the Board on the date of the 
Company's annual meeting of shareholders, beginning with the 1995 annual 
meeting and continuing for each 

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annual meeting thereafter, and each non-employee director of the Company who 
becomes a member of the Board for the first time other than at the time of 
the Company's annual meeting of shareholders, shall automatically receive, on 
the date of such annual meeting, or on the date such person first becomes a 
member of the Board, as the case may be, a Nonqualified Stock Option to 
purchase 5,000 shares of Common Stock, at an exercise price per share equal 
to 100% of the Fair Market Value of the Common Stock on the date of receipt 
of such option.  Any options granted under this Section 6(h) shall not be 
exercisable for a period of one year from the date of grant and will 
terminate upon the earlier of (i) ninety (90) days after the date on which 
the director ceases to serve on the Board or (ii) ten (10) years after the 
date of grant of the option.  For purposes of this Plan, a non-employee 
director is any person who is a member of the Board of the Company and who is 
neither an employee of the Company nor affiliated with a controlling 
shareholder of the Company.

     7.  STOCK APPRECIATION RIGHTS.  The Committee may, in its discretion, 
grant Stock Appreciation Rights to the holders of any Stock Options granted 
hereunder. In addition, Stock Appreciation Rights may be granted 
independently of and without relation to options.  Each Stock Appreciation 
Right shall be subject to such terms and conditions consistent with the Plan 
as the Committee shall impose from time to time, including the following:

          (a)  A Stock Appreciation Right relating to a Nonqualified Stock 
Option may be made part of such option at the time of its grant or at any 
time thereafter up to six months prior to its expiration, and a Stock 
Appreciation Right relating to an Incentive Stock Option may be made part of 
such option only at the time of its grant.

          (b)  Each Stock Appreciation Right will entitle the holder to elect 
to receive the appreciation in the Fair Market Value of the shares subject 
thereto up to the date the right is exercised.  In the case of a right issued 
in relation to a Stock Option, such appreciation shall be measured from not 
less than the option price and in the case of a right issued independently of 
any Stock Option, such appreciation shall be measured from not less than 85% 
of the Fair Market Value of the Common Stock on the date the right is 
granted.  Payment of such appreciation shall be made in cash or in Common 
Stock, or a combination thereof, as set forth in the award, but no Stock 
Appreciation Right shall entitle the holder to receive, upon exercise 
thereof, more than the number of shares of Common Stock (or cash of equal 
value) with respect to which the right is granted.

          (c)  Each Stock Appreciation Right will be exercisable at the times 
and to the extent set forth therein, but no Stock Appreciation Right may be 
exercisable earlier than six months after the date it was granted or later 
than the earlier of (i) the term of the related option, if any, or (ii) 
fifteen years after it was granted.  Exercise of a Stock Appreciation Right 
shall reduce the number of shares issuable under the Plan (and the related 
option, if any) by the number of shares with respect to which the right is 
exercised.

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          (d)  The number of shares subject to Stock Appreciation Rights 
which may be granted during any calendar year to any one participant shall 
not exceed two hundred six thousand four hundred (206,400) shares.

     8.  STOCK AWARDS.  Stock Awards will consist of Common Stock transferred 
to participants without other payment therefor as additional compensation for 
services rendered or to be rendered to the Company.  Stock Awards shall be 
subject to such terms and conditions as the Committee determines appropriate, 
including, without limitation, restrictions on the sale or other disposition 
of such shares and rights of the Company to reacquire such shares for no 
consideration upon termination of the participant's employment within 
specified periods.  The Committee may require the participant to deliver a 
duly signed stock power, endorsed in blank, relating to the Common Stock 
covered by such an Award.  The Committee may also require that the stock 
certificates evidencing such shares be held in custody until the restrictions 
thereon shall have lapsed. Except as otherwise provided in the written Stock 
Award, each participant shall have, with respect to the shares of Common 
Stock subject to a Stock Award, all of the rights of a holder of shares of 
Common Stock of the Company, including the right to receive dividends and to 
vote the shares.

     9.  PERFORMANCE UNITS.  Performance Units may be awarded either alone or 
in addition to other Awards granted under this Plan and shall consist of the 
right to receive Common Stock or cash of an equivalent value at the end of a 
specified Performance Period (defined below).  The Committee shall determine 
the participants to whom and the time or times at which  shall be awarded, 
the number of Performance Units to be awarded to any person, the duration of 
the period (the "PERFORMANCE PERIOD") during which, and the conditions under 
which, receipt of the Shares will be deferred, and the other terms and 
conditions of the Award in addition to those set forth in this Section 9.  
The Committee may condition the grant of Performance Units upon the 
attainment of specified performance goals or such other factors or criteria 
as the Committee shall determine.  Performance Units awarded pursuant to this 
Section 9 shall be subject to the following terms and conditions:

          (a)  DIVIDENDS.  Unless otherwise determined by the Committee at 
the time of the grant of the Award, amounts equal to any dividends declared 
during the Performance Period with respect to the number of shares of Common 
Stock covered by a Performance Unit Award will not be paid to the participant.

          (b)  PAYMENT.  Subject to the provisions of the written Award and 
this Plan, at the expiration of the Performance Period, share certificates 
and/or cash of an equivalent value (as the Committee may determine) shall be 
delivered to the participant, or his or her legal representative, in a number 
or amount equal to the vested shares covered by the Performance Unit Award.

          (c)  TERMINATION OF EMPLOYMENT.  Subject to the applicable 
provisions of the written Award and this Plan, upon termination of a 
participant's employment with the 

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Company for any reason during the Performance Period for a given Award, the 
Performance Units in question will vest or be forfeited in accordance with 
the terms and conditions established by the Committee.

     10.  ADJUSTMENT PROVISIONS.

          (a)  If the Company shall at any time change the number of issued 
shares of Common Stock without new consideration to the Company (such as by 
stock dividend, stock split, recapitalization, reorganization, exchange of 
shares, liquidation, combination or other change in corporate structure 
affecting the Common Stock) or make a distribution of cash or property which 
has a substantial impact on the value of issued Common Stock, the total 
number of shares available for Awards under this Plan shall be appropriately 
adjusted and the number of shares covered by each outstanding Award and the 
reference price or Fair Market Value for each outstanding Award shall be 
adjusted so that the net value of such Award shall not be changed.

          (b)  In the case of any sale of assets, merger, consolidation,
combination or other corporate reorganization or restructuring of the Company
with or into another corporation which results in the outstanding Common Stock
being converted into or exchanged for different securities, cash or other
property, or any combination thereof (an "ACQUISITION"), subject to the
provisions of this Plan and any limitation applicable to the Award:

               (i)  any Participant to whom a Stock Option has been granted
     shall have the right thereafter and during the term of the Stock
     Option, to receive upon exercise thereof the Acquisition Consideration
     (as defined below) receivable upon the Acquisition by a holder of the
     number of shares of Common Stock which might have been obtained upon
     exercise of the Stock Option or portion thereof, as the case may be,
     immediately prior to the Acquisition; 

               (ii)  any Participant to whom a Stock Appreciation Right has
     been granted shall have the right thereafter and during the term of
     such right to receive upon exercise thereof the difference on the
     exercise date between the aggregate Fair Market Value of the
     Acquisition Consideration receivable upon such acquisition by a holder
     of the number of shares of Common Stock which are covered by such
     right and the aggregate reference price of such right; and 

               (iii) any Participant to whom Performance Units have been
     awarded shall have the right thereafter and during the term of such
     Award, upon fulfillment of the term of the Award, to receive on the
     date or dates set forth in the Award, the Acquisition Consideration
     receivable upon such 

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     acquisition by a holder of the number of shares of Common Stock which 
     are covered by such Award.

The term "ACQUISITION CONSIDERATION" shall mean the kind and amount of 
securities, cash or other property or any combination thereof receivable in 
respect of one share of Common Stock upon consummation of an Acquisition.

          (c)  Notwithstanding any other provision of this Plan, the 
Committee may authorize the issuance, continuation or assumption of Awards or 
provide for other equitable adjustments after changes in the Common Stock 
resulting from any other merger, consolidation, sale of assets, acquisition 
of property or stock, recapitalization, reorganization or similar occurrence 
upon such terms and conditions as it may deem equitable and appropriate.

          (d)  In the event that another corporation or business entity is 
being acquired by the Company, and the Company assumes outstanding employee 
stock options and/or stock appreciation rights and/or the obligation to make 
future grants of options or rights to employees of the acquired entity, the 
aggregate number of shares of Common Stock available for Awards under this 
Plan shall be increased accordingly.

     11.  NONTRANSFERABILITY.  

          (a)  Each Award granted under the Plan to a participant shall not 
be transferable by him otherwise than by law or by will or the laws of 
descent and distribution, and shall be exercisable, during his lifetime, only 
by him.  In the event of the death of a participant while the participant is 
rendering services to the Company, each Award theretofore granted to him 
shall be exercisable during the period of six (6) months after his death (but 
not beyond the stated duration of the Award) and then only: (i) by the 
executor or administrator of the estate of the deceased participant or the 
person or persons to whom the deceased participant's rights under the Award 
shall pass by will or the laws of descent and distribution; and (ii)  to the 
extent that the deceased participant was entitled to do so at the date of his 
death.  

          (b)  Notwithstanding Section 11(a), in the discretion of the 
Committee, Awards granted hereunder may be transferred to members of the 
participant's immediate family (which for purposes of this Plan shall be 
limited to the participant's children, grandchildren and spouse), or to one 
or more trusts for the benefit of such family members or partnerships in 
which such family members and/or trusts are the only partners, but only if 
the Award expressly so provides.

     12.  OTHER PROVISIONS.  Awards under the Plan may also be subject to 
such other provisions (whether or not applicable to the Award granted to any 
other participant) as the Committee determines appropriate, including without 
limitation, provisions for the 

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installment purchase of Common Stock under Stock Options, provisions for the 
installment exercise of Stock Appreciation Rights, provisions to assist the 
participant in financing the acquisition of Common Stock, provisions for the 
forfeiture of, or restrictions on resale or other disposition of Shares 
acquired under any form of Award, provisions for the acceleration of vesting 
and/or the payment of the value of Awards to participants in the event of a 
change of control of the Company, provisions for the forfeiture of, or 
provisions to comply with Federal and state securities laws, or 
understandings or conditions as to the participant's employment in addition 
to those specifically provided for under the Plan.

     13.  FAIR MARKET VALUE.  For purposes of this Plan and any Benefits 
awarded hereunder, Fair Market Value of Common Stock shall be the mean 
between the highest and lowest sale prices for the Company's Common Stock as 
reported in THE WALL STREET JOURNAL under the heading "NASDAQ NATIONAL 
MARKET" (or equivalent recognized source of quotations) on the date of 
calculation (or on the next preceding trading date if Common Stock was not 
traded on the date of calculation), provided, however, that if the Company's 
Common Stock is not at any time listed for trading on the NASDAQ National 
Market System, Fair Market Value shall mean the amount determined in good 
faith by the Committee as the fair market value of the Common Stock of the 
Company.

     14.  WITHHOLDING.  All payments or distributions made pursuant to the 
Plan shall be net of any amounts required to be withheld pursuant to 
applicable federal, state and local tax withholding requirements.  If the 
Company proposes or is required to distribute Common Stock pursuant to the 
Plan, it may require the recipient to remit to it an amount sufficient to 
satisfy applicable federal, state and local tax withholding requirements, if 
any, prior to the delivery of any certificates for such Common Stock.  The 
Committee may, in its discretion and subject to such rules as it may adopt, 
permit an optionee or award holder to (i) pay all or a portion of the 
federal, state and local withholding taxes arising in connection with the 
exercise of a Stock Option, or (ii) the receipt of a Stock Award, by electing 
to have the Company withhold shares of Common Stock having a Fair Market 
Value equal to the amount to be withheld.

     15.  TENURE.  A participant's right, if any, to continue to serve the 
Company as an officer, employee, independent contractor consultant or 
otherwise, shall not be enlarged or otherwise affected by his or her 
designation as a participant under the Plan, nor shall this Plan in any way 
interfere with the right of the Company, subject to the terms of any separate 
employment agreement or other agreement to the contrary, at any time to 
terminate such employment or engagement or to increase or decrease the 
compensation of the participant from the rate in existence at the time of the 
grant of an Award.

     16.  DURATION, AMENDMENT AND TERMINATION.  No Award shall be granted 
after December 31, 2003; provided, however, that the terms and conditions 
applicable to any Award granted prior to such date may thereafter be amended 
or modified by mutual agreement between the Company and the participant or 
such other persons as may then have 

                                     -8-

<PAGE>

an interest therein.  Also, by mutual agreement between the Company and a 
participant hereunder or under any other present or future plan of the 
Company, Awards may be granted to such participant in substitution and 
exchange for, and in cancellation of, any Awards previously granted such 
participant under this Plan, or any other present or future plan of the 
Company. The Board of Directors may amend the Plan from time to time or 
terminate the Plan at any time PROVIDED, HOWEVER, that Section 6(h) of this 
Plan may not be amended more frequently than once every six months.  However, 
no action authorized by this paragraph shall change the terms and conditions 
of any existing Award without the participant's consent.  No amendment of the 
Plan shall, without approval of the stockholders of the Company, (i) 
materially increase the total number of shares which may be issued under the 
Plan; (ii) materially modify the requirements as to eligibility for Awards 
under the Plan; (iii) result in any member of the Committee losing his or her 
status as a disinterested person under Securities and Exchange Commission 
Regulation Section 240.16b-3 to the extent applicable; (iv) result in the 
Plan losing its status as a protected plan under Securities and Exchange 
Commission Rule 16b-3 to the extent applicable; or (v) extend the term of 
this Plan.  

     17.  GOVERNING LAW.  This Plan and actions taken in connection herewith 
shall be governed and construed in accordance with the laws of the State of 
Illinois (regardless of the law that might otherwise govern under applicable 
Illinois principles of conflict of laws).

     18.  STOCKHOLDER APPROVAL.  The Plan as amended and restated has been 
approved by the stockholders of the Company on April 29, 1997.













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