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    EXHIBIT 10 - EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN ALTERNATIVE RESOURCES
              CORPORATION AND ROBERT CARLSON DATED JANUARY 1, 1999

                              EMPLOYMENT AGREEMENT

      This EMPLOYMENT AGREEMENT ("Agreement") made effective as of January 1, 
1999 by and between Alternative Resources Corporation (the "Company") and 
Robert Carlson (the "Executive").

         In consideration of the mutual covenants contained in the Agreement, 
the parties hereby agree as follows:

SECTION I

EMPLOYMENT

      The Company agrees to employ the Executive, and the Executive agrees to 
be employed by the Company for the Period of Employment as provided in 
Section III A. below upon the terms and conditions provided in the Agreement.

SECTION II

POSITION AND RESPONSIBILITIES

         During the Period of Employment, the Executive agrees to serve as 
Executive Vice President and Chief Operating Officer of the Company, and to 
be responsible for the typical responsibilities expected of an officer 
holding such positions and such other responsibilities consistent with such 
positions as may be assigned to the Executive from time to time by the Chief 
Executive Officer of the Company.

SECTION III

TERMS AND DUTIES

         A.       PERIOD OF EMPLOYMENT

         The term of Executive's employment under this Agreement will 
commence as of January 1, 1999 and shall continue through December 31, 1999, 
subject to extension or termination as provided in the Agreement (the "Period 
of Employment"). The term shall be extended for an additional one-year period 
as of December 31, 1999 and as of each December 31 thereafter, unless either 
party gives ninety (90) days prior notice of its intent not to extend.

         B.       DUTIES

         During the Period of Employment, the Executive shall devote all of 
his business time, attention and skill to the business and affairs of the 
Company and its subsidiaries, except that Executive may (i) participate in 
the affairs of any governmental, educational or other charitable institution, 
or engage in professional speaking and writing activities, so long as the 
Board of Directors of the Company, does not determine, in good faith, that 
such activities unreasonably interfere with the business of the Company or 
diminish the Executive's obligations under the Agreement; or (ii) serve are a 
member of the board of directors or other corporations, so long as the Board 
of Directors of the Company, in its discretion, specifically approves such 
service, and in any such case, the Executive shall be entitled to retain all 
fees, royalties and other compensation derived from such activities in 
addition to the compensation and other benefits payable to him under the 
Agreement; and provided further, that the Executive may invest his personal 
or family funds in any form or manner he may choose that will not require any 
services on his part in the operation of or the affairs of the companies in 
which such investments are made. The Executive will perform faithfully the 
duties consistent with his position as Executive Vice President and Chief 
Operating Officer which may be assigned to him from time to time by the Chief 
Executive Officer.

SECTION IV

COMPENSATION AND BENEFITS

         A.       BASE SALARY

         During the Period of Employment, the Company agrees to pay the 
Executive as base salary ("Base Salary") of Two Hundred and Fifty Thousand 
Dollars ($250,000). Such Base Salary shall by payable according to the 
customary payroll practices of the Company but in no event less frequently 
than bi-weekly installments.




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         B.       ANNUAL INCENTIVE AWARDS

         The Executive shall be eligible for an incentive compensation award 
for calendar year 1999. Such award to be determined by the Compensation 
Committee of the Board of Directors.

         C.       OPTIONS

         The Company may grant the Executives, from time to time, stock 
options. The option shall be in the form approved by the Board of Directors 
of the Company and, except as otherwise provided herein, shall be governed by 
terms and provisions comparable to those applicable to options granted under 
the Company's Stock Option Plan. If the Company terminates the employment of 
the Executive Without Cause as defined in Section VIII; (i) the Executive's 
employment hereunder terminates because of his death or disability (as 
defined in section VI); or (ii) there is a change in control of the Company, 
all options shall become fully exercisable and shall remain exercisable for 
the remainder of their term.

         For purposes of this Agreement, a "change in control" of the Company 
shall be deemed to occur in connection with any of the following events with 
respect to the Company:

         (i)      The acquisition by an entity, person or group (including all
                  affiliates of such entity, person or group) of beneficial
                  ownership, as that term is defined in Rule 13d-3 under the
                  Securities exchange Act of 1934 (which definition shall apply
                  even if the Company is not then subject to such Act), of
                  capital stock of the Company entitled to exercise more that
                  30% of the outstanding voting power of all capital stock of
                  the Company ("Voting Stock").

         (ii)     The effective time of (i) a merger or consolidation of the
                  Company with one or more other corporations as a result of
                  which the holders of the outstanding Voting Stock immediately
                  prior to such merger or consolidation (other than the
                  surviving or resulting corporation or any affiliate thereof)
                  hold less than 50% of the Voting Stock of the surviving or
                  resulting corporation, or (ii) a transfer of more than 50% (in
                  value) of the assets of the Company other than to a transferee
                  in which the Company owns at least 50% of the Voting Stock; or

         (iii)    The election to the Board of Directors of the Company of the
                  lesser of (i) three directors or (ii) directors constituting a
                  majority of the number of directors of the Company the in
                  office, without the recommendation of the existing Board of
                  Directors.

         D.       ADDITIONAL BENEFITS

         The Executive will be entitled to participate in all compensation or 
employee benefit plans or programs and receive all benefits and perquisites 
for which any salaries executive employees are eligible under any existing or 
future plan or program established by the Company for salaries executives 
employees. The Executive will participate to the extent permissible under the 
terms and provisions of such plans or programs in accordance with plan or 
program provisions. These may include group hospitalization, health, dental 
care, life or other insurance, tax qualified pension, savings, thrift and 
profit sharing plans, termination pay programs, sick leave plans, travel or 
accident insurance, short and long term disability insurance, and contingent 
compensation plans including capital accumulation programs, restricted stock 
programs, stock purchase programs and stock option plans. Nothing in the 
Agreement will preclude the Company from amending or terminating any of the 
plans or programs applicable to salaries executive employees of the Company. 
Notwithstanding the foregoing sentence, no such amendment or termination 
shall reduce or otherwise adversely affect executive's rights under Section 
IV C. of this Agreement. In addition to the foregoing benefits, executive 
shall be entitled to receive a paid vacation of four (4) weeks during each 
twelve (12) month period during the Period of Employment.


                                    SECTION V
                                BUSINESS EXPENSES

         The Company will reimburse the Executive for all reasonable travel 
and other expenses incurred by the Executive in connection with the 
performance of his duties and responsibilities under this Agreement. 
Executive must support all expenditures with customary receipts and expense 
reports subject to review by the Company.




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                                   SECTION VI
                                   DISABILITY

         A.       PAYMENTS

         Executive's employment hereunder may be terminated by the Company if 
(i) Executive becomes physically or mentally incapacitated, (ii) is unable 
for a period of one hundred eighty (180) consecutive days to perform his 
material duties and responsibilities and (iii) a determination is made 
regarding Executive's continued incapacity by a physician appointed by the 
Company (such continued incapacity is hereinafter referred to as 
"disability"). Upon any such termination for disability, Executive shall be 
entitled to receive (i) his Base Salary, as well as the annual incentive 
award, prorated in each case through the date on which the Executive is first 
eligible to receive payment of long term disability benefits in lieu of Base 
Salary under the Company's long term disability benefit plan as then in 
effect covering the Executive, and (ii) his accrued benefits under the terms 
of the plans, policies and procedures of the company.

         B.       ASSISTANCE TO THE COMPANY

         During the period the Executive is receiving payments of either 
regular compensation or disability insurance benefits described in this 
Agreement and as long as he is physically and mentally able to do so, the 
Executive will furnish information and assistance to the Company and form 
time to time will make himself available to the Company with respect areas 
and matters in which he was involved during his employment with the Company.


                                   SECTION VII
                                      DEATH

         In the event of the death of the Executive during the Period of 
Employment, (i) Executive's estate shall be entitled to receive his Base 
Salary, as well as the annual incentive award, prorated in each case through 
the date of Executive's death, and (ii) Executive's designated beneficiary or 
estate, as the case my be, shall be entitled to his accrued benefits, 
including, but not limited to, life insurance proceeds, under the terms of 
the plans, policies and procedures of the Company.


                                  SECTION VIII
                       EFFECT OF TERMINATION OF EMPLOYMENT

         A.       TERMINATION WITHOUT CAUSE

         If the company terminated Executive's employment Without Cause 
during the Term of Employment, as defined in the Agreement, or the Term of 
Employment ends because the Company ends the automatic extension thereof 
under Section II A. of the Agreement, the Company will pay to the Executive 
in a lump sum, his Base Salary for a period of twelve (12) months. Earned but 
unpaid Base Salary will be paid in a lump sum at the time of such 
termination. The Company also will pay the Executive in a lump sum upon such 
termination an amount equal to a prorated portion of the annual incentive 
award for the year in which the termination occurred. The benefits and 
perquisites described in the Agreement as in effect at the date of 
termination of employment will be continued for the then remaining Period of 
Employment.

         B.       TERMINATION WITH CAUSE

         If the Company terminates Executive With Cause, (i) Executive shall 
be entitled to receive his Base Salary prorated through the date of 
Executive's termination, and (ii) Executive shall be entitled to his accrued 
benefits under the terms of the plans, policies and procedures of the Company.

         C.       EFFECT OF CERTAIN TERMINATIONS

         Upon termination of the Executive's employment for reasons other 
than due to death, disability, or pursuant to Paragraph A of this Section, or 
upon Executive's resignation, the Period of Employment and the Company's 
obligation to make payments under this Agreement will cease as of the date of 
termination except as expressly defined in the Agreement. Executive shall 
have the right to voluntarily terminate this Agreement, other than for Good 
Reason or in conjunction with a Change in Control, upon two weeks' prior 
notice to the Company. If Executive voluntarily terminates his employment 
with the Company, (i) Executive shall be entitled to receive his Base Salary 
prorated through the date of Executive's voluntary termination, and (ii) 
Executive shall be entitled to his accrued benefits under the terms of the 
plans, policies and procedures of the Company.




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         D.       DEFINITIONS

         For this Agreement, the following terms have the following meanings:

                  (1) Termination "With Cause" means termination of the 
Executive's employment by the Company's Board of Directors acting in good 
faith by written notice by the Company to the Executive specifying the event 
relied upon for such termination, due to the Executive's serious, willful 
misconduct with respect to his duties under the Agreement, including, but not 
limited to, conviction for a felony or perpetration of a common law fraud, 
which has resulted or is likely to result in material economic damage to the 
Company.

                  (2) Termination "Without Cause" means termination by the 
Company of the Executive's employment other than due to death, disability, or 
termination With Cause.


                                   SECTION IX
                      OTHER DUTIES OF THE EXECUTIVE DURING 
                       AND AFTER THE PERIOD OF EMPLOYMENT

         A.       COOPERATION DURING AND AFTER EMPLOYMENT

         The Executive will, with reasonable notice during or after the 
Period of Employment, furnish information as may be in his possession and 
cooperate with the Company as may reasonably be requested in connection with 
any claims or legal actions in which the Company is or may become a party.

         B.       CONFIDENTIAL INFORMATION

         The Executive recognizes and acknowledges that all information 
pertaining to the affairs, business, clients, customers or other 
relationships of the Company, as hereinafter defined, is confidential and is 
a unique and valuable asset of the Company. Access to and knowledge of this 
information are essential to the performance of the Executive's duties under 
this Agreement. The Executive will not during the Period of Employment or 
after, except to the extent reasonable necessary in performance of the duties 
under this Agreement, give to any person, firm, association, corporation or 
governmental agency any information concerning the affairs, business, 
clients, customers or other relationships of the Company, except as required 
by law. The Executive will not make use of this type of information for his 
own purposes or for the benefit of any person or organization other than the 
Company. The Executive will also use his best efforts to prevent the 
disclosure of this information by others. All records, memoranda, etc., 
relating to the business of the Company, whether made by the Executive or 
otherwise coming into his possession, are confidential and will remain the 
property of the Company.

         C.       CERTAIN RESTRICTED ACTIVITIES

         During the Period of Employment and for a one (1) year period 
thereafter, the Executive will not use his status with the Company to obtain 
goods or services from another organization other than in the ordinary course 
of business. During the Period of Employment and for a one (1) year period 
following termination of the Period of Employment: the Executive will not 
make any statement or perform any acts intended to advance the interest of 
any existing or prospective competitors of the Company in any way that will 
injure the interest of the Company; the Executive, without prior express 
written approval by the Board of Directors of the Company, will not directly 
or indirectly own or hold any proprietary interest in or be employed by or 
receive compensation from any party engaged in the same or any similar 
business in the same geographic areas the Company does business; and the 
Executive, without express prior written approval from the Board of 
Directors, will not solicit any members of the then current customers, 
clients or suppliers of the Company or discuss with any employee of the 
Company information or operation of any business intended to compete with the 
Company. For the purposes of the Agreement, proprietary interest means legal 
or equitable ownership, whether through stock holdings or otherwise, of a 
debt or equity interest (including options, warrants, rights and convertible 
interest) in a business firm or entity, or ownership of more that 2% of any 
class of equity interest in a publicly-held company. The Executive 
acknowledges that the covenants contained herein are reasonable as to 
geographic and temporal scope. For a twelve (12) month period after 
termination of the Period of Employment for any reason, the Executive will 
not hire any employee of the Company or solicit, other than by means of a 
general solicitation to the public such as a newspaper advertisement, or 
encourage any such employee to leave the employ of the Company.

         D.       REMEDIES

         The Executive acknowledges that his breach or threatened or attempted
breach of any provision of Section IX would cause irreparable harm to the
Company not compensable in monetary damages and that the Company shall be
entitled, in addition to all other applicable remedies, to a temporary and
permanent injunction and a decree for specific performance of the terms of
Section IX without being required to prove damages or furnish any bond or other
security. The




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Executive hereby acknowledge the necessity of protection against the 
competition of, and certain other possible adverse actions by, the Executive 
and that the nature and scope of such protection has been carefully 
considered by the parties. The period provided and the area covered are 
expressly represented and agreed to be fair, reasonable and necessary. If, 
however, any court or arbitrator determines that the restrictions described 
herein are not reasonable, the court or arbitration panel may modify, rewrite 
or interpret such restrictions to include as much of their nature and scope 
as will render them enforceable.


                                    SECTION X
                           INDEMNIFICATION, LITIGATION

         The Company will indemnify the Executive to the fullest extent 
permitted by the laws of the state of incorporation in effect at that time, 
or certificate of incorporation and by-laws of the Company whichever affords 
the greater protection to the Executive. The Company will use its best 
efforts to obtain and maintain customary directors and officers liability 
insurance, covering Executive. The foregoing indemnification shall continue 
to apply following the termination of the Period of Employment for actions or 
omissions during the Period of Employment.


                                   SECTION XI
                                WITHHOLDING TAXES

The Company may directly or indirectly withhold from any payments under this 
Agreement all federal, state, city or other taxes that shall be required 
pursuant to any law or governmental regulation.


                                   SECTION XII
                           EFFECT OF PRIOR AGREEMENTS

         The Agreement contains the entire understanding between the Company 
and the Executive with respect to the subject matter and supersedes any prior 
employment, severance, or other similar agreements between the Company, its 
predecessors and its affiliates, and the Executive.


                                  SECTION XIII
                                  MODIFICATION

         Subject to Section IV G., this Agreement may not be modified or 
amended except in writing signed by the parties. No term or condition of this 
Agreement will be deemed to have been waived, except in writing by the party 
charged with waiver. A waiver shall operate only as to the specific term or 
condition waived and will not constitute a waiver for the future or act on 
anything other than that which is specifically waived.


                                   SECTION XIV
                           GOVERNING LAW; ARBITRATION

         This Agreement and its validity, interpretation, performance and 
enforcement shall be governed by the laws of the State of Illinois, without 
giving effect to the choice of law provisions thereof.

         An dispute among the parties hereto shall be settled by arbitration 
in accordance with the then applicable rules of the American Arbitration 
Association and judgment upon the award rendered may be entered in any court 
having jurisdiction thereof.


                                   SECTION XV
                                     NOTICES

         All notices, requests, consents and other communications hereunder 
shall be in writing and shall be deemed to have been made when delivered or 
mailed first-class postage prepaid by registered mail, return receipt 
requested, or when delivered if by hand, overnight delivery services of 
confirmed facsimile transmission, to the following:

                  (a)      If to the Company, at:

                           Alternative Resources Corporation
                           100 Tri-State International, Suite 300
                           Lincolnshire, IL  60069
                           Attention: Chairperson, Governance Committee of
                           Board of Directors




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or at such other address as may have been furnished to the Executive by the 
Company in writing, or

                  (b)      If to the Executive, at:

                           27276 W. Twin Ponds Road
                           Barrington, IL  60010

or at such other address as may have been furnished to the Company by the 
Executive in writing.


                                   SECTION XVI
                                BINDING AGREEMENT

         This Agreement shall be binding on the parties' successors, heirs 
and assigns.


                                  SECTION XVII
                                  MISCELLANEOUS

         A.       MULTIPLE COUNTERPARTS

         This Agreement may be executed simultaneously in multiple 
counterparts each of the same force and effect.

         B.       SEVERABILITY

         If any phrase, clause or provision of this Agreement is declared 
invalid or unenforceable by an arbitrator or court of competent jurisdiction, 
such phrase, clause or provision shall be deemed severed from this Agreement, 
but will not affect any other provisions of this Agreement, which shall 
otherwise remain in full force and effect. In addition, there will 
automatically substituted herein for such severed phrase, clause or provision 
a phrase, clause or provision as similar as possible which is valid and 
enforceable.

         C.       HEADINGS

         The headings and subheadings of this Agreement are inserted for 
convenience of reference only and are not to be considered in construction of 
the provisions hereof.

         D.       CONSTRUCTION

         The Company and the Executive acknowledge that this Agreement was 
the result of arm's-length negotiations between sophisticated parties each 
represented by legal counsel. Each and every provision of this Agreement 
shall be construed as though both parties participated equally in the 
drafting of same, and any rule of construction that a document shall be 
construed against the drafting party shall not be applicable to this 
Agreement.

         E.       SURVIVORSHIP

         The provisions of Sections IV-XVII shall survive the termination or 
expiration of this Agreement.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as 
of the date first above written.


                                COMPANY

                                ALTERNATIVE RESOURCES CORPORATION


                                By:  /s/ Raymond R. Hipp
                                   ------------------------------------------
                                     Raymond R. Hipp, Chief Executive Officer
                                     And President


                                EXECUTIVE


                                   /s/ Robert Carlson
                                ---------------------------------------------
                                Robert Carlson




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