**THIRTEENTH AMENDMENT TO CREDIT AGREEMENTAND LOAN DOCUMENTS**

             THISTHIRTEENTH AMENDMENT TO CREDIT AGREEMENT AND LOAN DOCUMENTS dated as of July__, 2001 (this **“Amendment”**), is among Alternative Resources Corporation, aDelaware corporation (“**Borrower**”), the undersigned Lenders andAmerican National Bank and Trust Company of Chicago, as Agent (“**Agent**”)and as a Lender.  Unless otherwisedefined herein, capitalized terms used herein shall have the meanings ascribedto them in the Credit Agreement (as hereinafter defined).

**W I T N E S S E T H:**

             WHEREAS,the Borrower, the Agent and the Lenders entered into that certain CreditAgreement dated as of November 7, 1997, as amended by that certain TwelfthAmendment to Credit Agreement dated as of June 30, 2001 (the “**TwelfthAmendment**”) by and among Borrower, Agent and Lenders, and certain *mesne*amendments thereof (as so amended and as the same may hereafter be amended,modified, restated or otherwise supplemented from time to time, the **“CreditAgreement”**);

             WHEREAS,Defaults have occurred and is continuing under the Credit Agreement as a resultof Borrower’s failure to comply with its Minimum EBITDA covenant set forth inSection 6.24 of the Credit Agreement and its maximum Capital Expenditurescovenant set for in Section 6.16, both for the measurement period ended June30, 2001 (the “**Financial Covenant Defaults**”).

             WHEREAS,a Default has occurred and is continuing under the Credit Agreement as a resultof Borrower’s failure to comply with the tax filing requirements set forth inSection 2 of the Twelfth Amendment with respect to its state income tax returnsand/or amendments (together with the Financial Covenant Defaults, the “**ExistingDefaults**”); and

             WHEREAS,the Borrower has requested that Agent and the Lenders waive the ExistingDefaults and reset the filing deadline with respect to its state income taxreturns and/or amendments;

             NOW,THEREFORE, in consideration of the mutual covenants and agreements set forthherein, the Recitals set forth above (which are incorporated herein by thisreference thereto) and for other good and valuable consideration, the receiptand sufficiency of which hereby are acknowledged, each of the undersignedagrees as follows:

**1.**          **Certain Amendments to Credit Agreement. **The parties hereto desire to amend theCredit Agreement in order to reset the filing deadlines with respect to itsstate income tax returns and/or amendments. Accordingly, the parties agree, subject to the terms and conditions setforth herein, that the Credit Agreement is hereby amended by deleting section2(a) of the Twelfth Amendment and substituting the following new Section 2(a)therefor:

“(a)  Borrower shall file its 1998 and 2000 stateincome tax returns and/or amendments as soon as practicable but in no eventlater than August 15, 2001 and shall exercise its best efforts to expedite theprocessing and obtaining of the Tax Refunds on or before October 31, 2001.”

**2.**          **Waiver of Existing Defaults.** Effective as of the date hereof, uponsatisfaction of the conditions precedent set forth in Section 6 hereof, inreliance upon the representations and warranties of Borrower set forth in theCredit Agreement and in this Amendment, Agent and Lenders hereby waive theExisting Defaults.  The foregoing is alimited, one time waiver and the execution and delivery of this Amendment doesnot constitute a waiver by Agent or any Lender of any other Default orUnmatured Default now or hereafter existing, or any other term or provision ofthe Loan Documents.  This Waiver doesnot (i) constitute a waiver of any term or provision of the Loan Documents,except as expressly set forth above, or (ii) except as expressly providedherein with respect to the Existing Defaults, constitute a waiver by Lender ofany of its other rights or remedies under the Loan Documents (all such rightsand remedies being expressly reserved), or (iii) establish a custom or a courseof dealing or conduct between Agent, any Lender and Borrower.

**3.**          **Representations, Warranties and Covenants.**

             (a)In order to induce Agent and the Lenders to execute and deliver this Amendment,Borrower hereby represents to the Lenders that as of the date hereof, therepresentations and warranties set forth in Article 5 of the Credit Agreementare and shall be and remain true and correct (except that the representationscontained in Section 5.4 shall be deemed to refer to the most recent financialstatements of the Borrower delivered to the Lenders) and the Borrower is incompliance with all of the terms and conditions of the Credit Agreement and, exceptfor the Existing Defaults, no Unmatured Default or Default has occurred and iscontinuing under the Credit Agreement or shall result after giving effect tothis Amendment.

             (b)Borrower and each Guarantor by its execution of the Reaffirmation and Consentattached hereto represents and warrants to Agent and Lenders that theexecution, delivery and performance of this Amendment has been duly authorizedby all requisite corporate action on the part of each such Person and that thisAmendment has been duly executed and delivered by each such Person.

**4.**          **Release.**

             Inconsideration for the agreement of the Agent and the Lenders to this Amendment,Borrower hereby releases and forever discharges Agent, each Lender, each oftheir parent corporations, affiliated corporations, subsidiary corporations,predecessor corporations and successor corporations, and the past and presentofficers, directors, agents, assigns, subrogees, servants, employees, financialadvisors and attorneys of each of them from any and all claims, actions, causesof action, choses in action and suits of every kind and nature whatsoever,whether at law or in equity, under any facts or legal theory that Borrower everhad, now has, or hereafter can, shall or may have, in any way related to, arisingout of or based upon this Agreement, the Credit Agreement or any Loan Document,except for any such claims arising out of Agent’s or any Lender’s futurewillful breach of this Agreement.

**5.**          **Reaffirmation of Liens and Security Interests.**

             Theother Loan Documents, including specifically but without limitation each of theCollateral Documents, are each hereby amended to secure the Obligations asevidenced by the Credit Agreement and the other Loan Documents, each as amendedhereby.

**6.**          **Conditions Precedent.**  This effectiveness of this Amendment shallbe subject to the satisfaction of all of the following conditions precedent orconcurrent (unless waived by Agent in writing):

             (a)Certain Documents.  Borrower shall havedelivered to Agent all of the following, each duly executed and dated as of thedate hereof and in form and substance acceptable to Agent:

(1)         Amendment.  Fully and duly executed counterparts of this Amendment insufficient quantities to provide each party with an original of suchcounterpart, together with such other agreements, documents and instruments asreasonably required by Agent, duly executed by the respective parties thereto.

(2)         Resolutions and CorporateDocuments.  If requested by Agent,  copy, duly certified by the secretary or an assistantsecretary of Borrower, of (i) resolutions of Borrower's Board of Directorsauthorizing or ratifying the execution and delivery of this Amendment andauthorizing the borrowings under the Credit Agreement as amended hereby, (ii)all documents evidencing other necessary corporate action, and (iii) allapprovals or consents, if any, with respect to this Amendment.

(3)         Incumbency Certificate.  If requested by Agent, a certificate of thesecretary or an assistant secretary of Borrower certifying the names ofBorrower's officers authorized to sign this Amendment and all other documentsor certificates to be delivered hereunder, together with the true signatures ofsuch officers.

(4)         Additional Documents/Actions.  Such other documents as the Agent may reasonablyrequire and all proceedings taken in connection with the transactionscontemplated by this Amendment, and all documents, instruments and other legalmatters incident thereto shall be satisfactory to Agent and its legal counsel.

             (b)        No Default.  After giving effect to this Amendment and the waivers containedherein, no Unmatured Default or Default shall have occurred and be continuingor will result from the execution and delivery of, or the performance byBorrower of any of its obligations under this Amendment. 

             (c)         Guarantors Consent.  The Guarantors shall have consented heretoin the Consent and Reaffirmation attached hereto for such purpose below

**7.**          **Miscellaneous.**

             **(a)**         This Amendment shall become effectiveupon the execution and delivery hereof to the Agent by the Borrower and theLenders and the satisfaction of the conditions precedent set forth in Section 6hereof.

             **(b)**         Except as specifically amended herein,the Credit Agreement shall continue in full force and effect in accordance withits original terms.  Reference to thisspecific Amendment need not be made in any note, document, letter, certificate,the Credit Agreement itself, any Guaranty, any Collateral Documents, the Notes,any other Loan Document or any communication issued or made pursuant to or withrespect to the Credit Agreement, any reference in any of such to the CreditAgreement being sufficient to refer to the same as amended hereby.

             **(c)**         The Borrower agrees to pay on demandall costs and expenses of or incurred by the Agent in connection with thenegotiation, preparation, execution and delivery of this Amendment, includingthe reasonable fees and expenses of Katten Muchin Zavis, counsel for the Agent,such payment to be made no later than 30 days following receipt of an invoice showingin reasonable detail and description the amounts therefor.

             **(d)**         This Amendment may be executed in anynumber of counterparts, and by the different parties on different counterparts,all of which taken together shall constitute one and the same agreement.  Any of the parties hereto may execute thisAmendment by signing any such counterpart and each of such counterparts shallfor all purposes be deemed to be an original. This Amendment shall be governed by the internal laws of the State ofIllinois.

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             INWITNESS WHEREOF, this Thirteenth Amendment to Credit Agreement and LoanDocuments has been duly executed by each of the undersigned as of the day andyear first set forth above.

|   | **ALTERNATIVE  RESOURCES CORPORATION**, a Delaware |
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|   | **AMERICAN  NATIONAL BANK AND TRUST**              |
|   | **COMPANY  OF CHICAGO**, as Agent and              |
|   | individually  as a Lender                          |
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|   | **MELLON  BANK, N.A.**, as a Lender                |
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|   | **HARRIS  TRUST AND SAVINGS BANK**, as a Lender    |
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|   | **FLEET  NATIONAL BANK**, as a Lender              |
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|   | **NATIONAL  CITY BANK**, as a Lender               |
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**GUARANTORS’ REAFFIRMATION ANDCONSENT**

 

             TheUndersigned have each heretofore executed and delivered to the Agent (definedbelow) and the Lenders a Guaranty in connection with the obligations andliabilities of Alternative Resources Corporation, a Delaware corporation(“Borrower”) arising in connection with that certain Credit Agreement by andamong American National Bank and Trust Company of Chicago, as agent (“Agent”),and as the other Lenders a party thereto. Each of the Undersigned hereby acknowledges that it has received and hasread the Thirteenth Amendment to Credit Agreement and Loan Documents dated asof July __, 2001, consents thereto and to the transactions contemplatedthereunder and confirms that its Guaranty and all of the Undersigned’sobligations thereunder remain in full force and effect in accordance with itsterms.

 

|   | **ARC  SOLUTIONS, INC.**(formerly known as CGI Systems, Inc.) |
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|   | **ARC  SERVICE, INC.**                                        |
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|   | **WRITERS,  INC.**                                            |
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|   | **ARC  MIDHOLDING, INC.**                                     |
|   | (formerly  known as CGI Corp.)                                |
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