**EXHIBIT10.2**

**SEPARATION AGREEMENT AND RELEASE**

Alternative ResourcesCorporation, a Delaware corporation (“ARC”), and Raymond R. Hipp, on behalf ofhimself, his heirs and assigns (“Hipp”), hereby enter into this SeparationAgreement and Release (“Agreement”) this 13th day of June, 2002

WHEREAS, ARC hasrequested that Hipp resign his employment and officer positions with ARC andits subsidiaries and his director position with subsidiaries of ARC, effectivethe date hereof (the “Termination Date”) and resign his director position withARC at the directors meeting following the 2002 annual meeting of stockholders;

WHEREAS, ARC is willingto provide certain benefits to Hipp in exchange for the covenants and releasesset forth herein;

# 1.             Hipp hereby resigns his employment and all officerpositions with ARC and subsidiaries. He also hereby resigns all directorpositions with ARC subsidiaries and all positions as trustee of all ARCretirement or welfare plans.  Hipp shallexecute any additional documents required to reflect such resignations.  Hipp agrees that he shall submit hisresignation as director of ARC at the directors meeting following the 2002annual meeting of stockholders. These resignations and commitment to resign arenot conditional or subject to revocation, notwithstanding the right to revokethe agreements set forth in the remainder of this Agreement.  For six months after the Termination Date,Hipp shall be reasonably available to consult with ARC on and make transitionalintroductions to key customers.

# 2.             In full and final satisfaction of all claims by Hippagainst ARC and the other Released Parties (as defined in Section 4), in lieuof any other payments, covenants or obligations of ARC under the EmploymentAgreement effective July 23, 1998 (“Employment Agreement”) and in considerationfor and subject to the undertakings described in this Agreement and conditionalupon Hipp’s compliance with and not revoking this Agreement, ARC agrees to makethe following payments and to provide the following benefits to Hipp:

## a.                                       ARC shall pay Hipp no later than the nextregularly scheduled pay period following Hipp’s Termination Date, the amount ofall accrued base salary and unused vacation through the Termination Date, lessnormal withholding as required by law.

## b.                                      ARC shall pay to Hipp a total severancepayment of  Seven Hundred TwentyThousand Dollars ($720,000.00), payable in equal, installments according toARC’s customary payroll practices over the twenty-four month period beginningon the next regular pay day following the Termination Date (but not earlierthan the day that this Agreement becomes irrevocable, assuming it is notpreviously revoked (the “Effective Date”)), less normal withholding as requiredby law.

## c.                                       Conditional upon Fleet CapitalCorporation waiving any potential default under the net worth and fixed chargecovenants of ARC’s Credit and Security Agreement dated January 31, 2002 forthe  second quarter of 2002 (“CreditAgreement”), ARC shall pay Hipp’s remaining unpaid 

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## portion of stay-bonus asfollows, less normal withholding as required by law:

i.              $200,0000 on the Effective Date; and

ii.             $28,000on January 1, 2003.

ARC shall use reasonableefforts (but without guaranty) to obtain the Fleet  Capital Corporation waiver.

If Fleet Capital Corporationdoes not waive any potential default under the fixed charge and net worthcovenants of the Credit Agreement, ARC shall pay Hipp’s remaining unpaidportion of stay-bonus as follows, less normal withholding as required by law:

i.              $57,000on June 30, 2002;

ii.             $57,000on September 30, 2002; and

iii.            $114,000on December 31, 2002.

 

### d.                                      Hipp shall beentitled to continue his current group health plan coverage, without premiumcharge, in accordance with his current group health plan elections  for the term of severance payments asprovided in Section 2(b) of this Agreement. Thereafter, ARC shall provide Hipp and any “qualified beneficiary” asdefined in Section 4980B(g)(1) of the Internal Revenue Code (“Code’)  with “continuation coverage” as defined inSection 4980B(f)(2) of the Code, without premium charge, until the period ofcoverage ends as provided in Section 4980B(f)(2)(B) of the Code.  Prior to the end of the COBRA continuationperiod, Hipp will apply for an individual insurance policy with an insurancecompany of his choice, said individual insurance policy to be effective onceCOBRA continuation has been exhausted in full. ARC will pay the premium cost of individual insurance coverage (not toexceed $25,000 per year) until the date Hipp reaches age 65 (August ,2007).  In the event Hipp is determinedto be uninsurable, and is issued written notice of such by the insurancecompany, Hipp must enroll in the state alternative coverage program establishedunder the federal Health Insurance Portability and Accountability Act of 1996(HIPAA), and ARC will pay the premium for HIPAA alternative state coverage (notto exceed $25,000 per year) until Hipp reaches age 65.  Hipp is required to enroll in eitherindividual coverage, if available, or in HIPAA alternative state coverage priorto incurring a 63 day break in coverage, as specified under HIPAA.  The 63 day period begins on the dayfollowing the last day of COBRA continuation coverage under this Agreement.

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## e.                                       ARC shall pay to Hipp in accordance withARC policy, all reimbursements for business expenses  incurred through the Termination Date, upon submission of reportsin accordance with ARC procedures; and

If Hipp should die whileany amounts are payable under this Agreement, such amounts shall be payable to Hipp’s estate.

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# 3.             Hipp agrees that (except in connection with taxreporting, or pursuant to legal process or any legal action to enforce theterms of this Agreement), he shall keep confidential the terms of thisAgreement, except for disclosure to immediate family members under condition ofconfidentiality, and except for information which ARC has first disclosedpursuant to SEC rules.  Truthfultestimony pursuant to legal process shall not be considered a violation of thefirst sentence of this Section 3.  Inthe event that Hipp will be required pursuant to law or legal process todisclose any information described in the first sentence of this Section 3,Hipp shall provide ARC with notice within 48 hours of receipt of the order orprocess compelling such disclosure and shall cooperate with ARC in any effortsit undertakes to seek a protective order or other limitations on suchdisclosure.

# 4.             Hipp on behalf of himself, his heirs, executors,attorneys, administrators, successors and assigns, hereby fully and forever, tothe full extent permitted by law, releases and discharges ARC and each of ARC’ssubsidiaries and each of their directors, officers, employees, accountants,agents and attorneys, past, present and future, and all predecessors,successors and assigns thereof (collectively “Released Parties”) from any andall claims, demands, agreements, actions, suits, causes of action, damages,injunctions, restraints and liabilities, of whatever kind or nature, in law,equity or otherwise, whether now known or unknown, which have ever existed orwhich may now exist (except to enforce the terms of this Agreement or hisvested retirement benefits), including, but not limited to, any and all claims,liabilities, demands or causes of action relating to or arising out of Hipp’semployment, or separation from ARC including, without limitation, claims underTitle VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e etseq., 42 U.S.C. § 1981, the Civil Rights Act of 1991, the AgeDiscrimination in Employment Act, the Older Workers Benefit Protection Act, theAmericans with Disabilities Act, the Family and Medical Leave Act, the IllinoisHuman Rights Act, the Illinois Wage Payment and Collection Act, the WorkerAdjustment and Retraining Notification Act, the anti-trust and restraint oftrade statutes and common law, the federal and state (including, withoutlimitation, Illinois) statutes or common law, or claims for breach of contract,for misrepresentation, for violation of any other federal, state or localstatute, ordinance or regulation or common law dealing in any respect withdiscrimination in employment or otherwise, defamation, retaliatory or wrongfuldischarge under the common law of any state, infliction of emotional distressor any other tort under the common law of any state or for attorney’sfees.  Hipp acknowledges and agrees thatthis release and the covenant not to sue set forth in this Agreement areessential and material terms of this Agreement and that without such releaseand covenant not to sue, the parties would not have reached an agreement.  Hipp understands and acknowledges thesignificance and consequences of this release and this Agreement.

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Notwithstanding theforegoing, nothing herein shall be deemed to release (i) ARC from anyindemnification obligations to Hipp it has under law, ARC’s certificate ofincorporation or bylaws or Hipp’s existing indemnification agreement, (ii) Hippfrom any rights he may have with respect to any ARC stock of which he is therecord owner, or (iii) Hipp with respect to any rights that Hipp may have inconnection with any employee benefit plan as defined in Section 3(3) of theEmployee Retirement Security Income Act of 1974, as amended.

# 5.             The following provisions are applicable to and made apart of this Agreement and the foregoing general release and waiver:

## a.                                       Hipp acknowledges that this Agreementincludes a waiver of rights and claims under the Age Discrimination inEmployment Act and understands that he is not waiving rights or claims that mayarise after the date the parties execute this Agreement (Hipp herebyacknowledging that any claims arising out his resignation arose prior to thedate hereof);

## b.                                      In exchange for this general release andwaiver hereunder, Hipp hereby acknowledges that he has received separateconsideration beyond that to which he is otherwise entitled under ARC policy orapplicable law;

## c.                                       Hipp acknowledges that he has entered intothis Agreement knowingly and voluntarily with full understanding of its terms;

## d.                                      Hipp acknowledges that he has waived hisright to consider this Agreement for at least twenty-one (21) days; and

## e.                                       Hipp understands that he may revoke thisAgreement during the seven ( 7) calendar days following execution of thisAgreement if such revocation is received in hand by ARC to the attention of S.Purcell by 5pm on the seventh day, and that the Agreement shall not becomeeffective or enforceable until after 5pm on such seventh calendar day.

Hipp acknowledges that hemay learn of circumstances bearing upon the things and items released by thisAgreement, but it is his intention by doing so and doing the acts called for bythis Agreement, that this Agreement shall be effective as a full and finalaccord and satisfaction and release of each and every thing and item releasedherein, whether known or unknown.

# 6.             To the maximum extent permitted by law, Hipp covenantsnot to sue or to institute or cause to be instituted any kind of claim oraction (except to enforce this Agreement) in any federal, state or local agencyor court against any of the parties released hereby relating to the matterscovered by such releases.

# 7.             Hipp warrants and represents that he has neither made,will make, nor suffer to be made any assignment or transfer of any right,claim, demand or cause of action covered by the above releases or covenant notto sue, that he is the sole and absolute owner thereof, and that he has notfiled or suffered to be filed on his behalf against the other party, any 

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# claim, action, demand of any kind covered by the abovereleases or covenant not to sue as of the Termination Date.

# 8.             Not later than Monday, June 17, 2002, Hipp shall return to ARC all property of ARCunder his possession or control.

# 9.             Neither this Agreement nor performance hereunderconstitutes an admission by either party of any violation of any federal, stateor local law, regulation, common law, of any breach of any contract or anyother wrongdoing of any type.

# 10.           In the event that any section orprovision of this Agreement shall be determined to be contrary to governing lawor otherwise unenforceable, all remaining portions of this Agreement shall beenforced to the maximum extent permitted by law; the unenforceable paragraph,subparagraph or provision shall first be construed or interpreted, if possible,to render it enforceable and, if that is not possible, then the provision shallbe severed and disregarded, and the remainder of this Agreement shall beenforced to the maximum extent permitted by law.

# 11.           Hipp acknowledges and confirms, andas a material term to this Agreement agrees to abide by, the covenants inSection IX A (Cooperation), IX B (Confidential Information), IX C (CertainRestricted Activities) of Hipp’s Employment Agreement.  Both parties agree that the remedies forbreach in Section IX D thereof apply to any breach of this Agreement

# 12.           Hipp shall not take any actionintended to portray ARC or its management in a negative light.  Hippacknowledges that he has no authority from and after the Termination Date toact as a spokesperson for ARC.

# 13.           This Agreement shall be governed byand construed in accordance with the internal substantive laws of the State ofIllinois.

# 14.           Hipp acknowledges that he hascarefully read this Agreement and fully understands its meaning, that counselrepresented him in connection with the negotiation of this Agreement, that hehas full knowledge of the effect of this Agreement and is entering into itvoluntarily and without coercion or duress, and the only consideration he isreceiving for signing this Agreement is described herein, and no other promisesor representations of any kind have been made by any person or entity to causehim to sign this Agreement.

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# 15.           Except for the provisions of theEmployment Agreement incorporated into Section 11 of this Agreement which theparties acknowledge continue beyond the Termination Date, and anyindemnification obligations to Hipp under Hipp’s existing indemnificationagreement, this Agreement contains the entire agreement and understandingbetween ARC and Hipp concerning the matters described herein and supercedes allprior agreements, discussions, negotiations and understandings between ARC andHipp. The terms of this Agreement cannot be changed except in a subsequentdocument signed by Hipp and an authorized representative of ARC.

Alternative Resources Corporation.
| By:             | /s/ Joanne  Brandes                |   |
|-----------------|------------------------------------|--------|
| Its             | Director and  authorized signatory |   |
|            |                               |   |
| /s/             | Raymond R. Hipp                    |   |
| Raymond R. Hipp |                               |

 

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