**ELEVENTH AMENDMENT TO CREDIT AGREEMENTAND LOAN DOCUMENTS**

             THISELEVENTH AMENDMENT TO CREDIT AGREEMENT AND LOAN DOCUMENTS dated as of May 18,2001 (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 TenthAmendment to Credit Agreement dated as of May 4, 2001 by and among Borrower,Agent and Lenders, and certain *mesne* amendments thereof (as so amendedand as the same may hereafter be amended, modified, restated or otherwisesupplemented from time to time, the **“Credit Agreement”**);

             WHEREAS,a Default has 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 for the measurement period ended April 30,2001 (the “**Existing Default**”); and

             WHEREAS,the Borrower, Agent and the Lenders wish to make certain amendments to theCredit Agreement;

             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, among other things, (i) extend the FacilityTermination Date such that the Loans shall mature on June 30, 2001, (ii)convert a portion of the outstanding Loan balance into a term loan, (iii) resetcertain financial performance covenants, (iv) waive the Existing Default, and(v) reduce the Aggregate Commitment, with concurrent adjustment to eachLender’s pro rata share of the Loans. Accordingly, the parties agree, subject to the terms and conditions set forthherein, to amend the Credit Agreement as set forth below.

(a)         ArticleI of the Credit Agreement is hereby amended by deleting the defined termsindicated below in their entirety and substituting the definitions set forthbelow in lieu thereof, such that such defined terms as so amended shall nowread as follows:

“Aggregate Commitment”means $45,000,000, as reduced from time to time pursuant to the terms hereof.

“Facility TerminationDate” means June 30, 2001 or any earlier date on which the Aggregate Commitmentis reduced to zero or otherwise terminated pursuant to the terms hereof.

“Permitted Overadvance”means, $2,200,000 for the period commencing as of the Eleventh AmendmentEffective Date through June 29, 2001, $1,700,000 on June 30, 2001.

“Loan” means allAdvances, Revolving Loans, the Term Loan and any other amount disbursedpursuant to and in accordance with the terms of the Credit Agreement

“Notes” means,collectively, the Term Notes and the promissory notes heretofore issued byBorrower in connection with the Credit Agreement, and “Note” refers to any oneof the foregoing individually.

(b)        ArticleI of the Credit Agreement is hereby further amended by amending the definitionof Eligible Accounts Receivable by deleting the word “and” at the end of clause15, deleting the period at the end of clause 16 and substituting a semicolonand the word “and” therefor, and adding the following clause 17 to the endthereof:

“(17)such Account Receivable is not reported as deferred revenue by Borrower on itsfinancial statements.”

(c)         ArticleI of the Credit Agreement is hereby further amended by adding the following newdefined terms thereto in their appropriate alphabetic order:

“EleventhAmendment Effective Date” means the date on which all conditions precedent tothe effectiveness of that certain Eleventh Amendment to Credit Agreement andLoan Documents dated as of May 18, 2001 are either fully satisfied or waived inaccordance with the terms thereof.

“TaxRefunds” means the Federal and state income tax refunds of Borrower in theaggregate amount of approximately $4,300,000 relating to Borrower’s revised1998 and 2000 income tax returns, as more particularly described in thatcertain letter from Borrower’s accountants, KPMG, dated as of  March 26, 2001 and addressed to FleetCapital.

“TermLoan” means that certain term loan in the original principal amount of$3,500,000, evidenced by the Term Notes and the proceeds of which representRevolving Loans converted pursuant to that certain Eleventh Amendment to CreditAgreement and Loan Documents dated as of May 18, 2001 by and among Borrower,Agent and Lenders.

(d)        Section6.24.4 of the Credit Agreement shall be amended in its entirety and as soamended shall read as follows:

             “6.24.4 Cumulative ConsolidatedEBITDA.  The Borrower will haveConsolidated EBITDA for the periods commencing May 1, 2001 and ending each ofthe dates specified below in an amount not less than that specified below forsuch period:

| For the period  commencing  5/1/01 and ending: | Consolidated  EBITDA  shall not be less than: |      |
|------------------------------------------------|-----------------------------------------------|-----------|
|                                                |                                               |      |
| May 31, 2001                                   | $                                             | 550,000   |   |
| June 30, 2001                                  | $                                             | 1,100,000 | " |

(e)         Section6.16 of the Credit Agreement shall be amended in its entirety and as so amendedshall read as follows:

             “6.16 Cumulative CapitalExpenditures.  The Borrower willnot, nor will it permit any Subsidiary to, expend or commit to expend, on acumulative basis for Capital Expenditures in an aggregate amount for Borrowerand its Subsidiaries in excess of:

| For the period  commencing  5/1/01 and ending: | Capital Expenditures  shall not exceed |    |
|------------------------------------------------|----------------------------------------|---------|
|                                                |                                        |    |
| May 31, 2001                                   | $                                      | 200,000 |   |
| June 30, 2001                                  | $                                      | 375,000 | " |

**2.**          **Conversionof Loans into Term Loan.** Borrower acknowledges that as of 5:00 p.m. (Chicago time) on May 17,2001 the outstanding principal balance of the Loans was $39,527,534.84.  Borrower desires to convert a portion of theLoans into a term loan governed by the terms and provisions of the CreditAgreement, secured by the Collateral Documents and guaranteed by theGuaranties.  Therefore the partieshereto agree as follows:

             Anamount equal to $3,500,000 of the Loans is hereby converted into a term loan,governed by the terms and provisions of the Credit Agreement and evidenced bycertain Term Notes of even date herewith (collectively, the “**Term Notes**”and each individually a “**Term Note**”) made by Borrower payable toeach Lender (in accordance with their respective pro rata interests) in theaggregate original principal amount of $3,500,000.  The Term Loan shall constitute a Loan for all purposes under theCredit Agreement.  The proceeds of theTerm Loan represent Advances or Revolving Loans heretofore disbursed under theCredit Agreement and do not constitute a novation of such Revolving Loans.  Borrower agrees and acknowledges that as ofthe date hereof, after giving effect to this Amendment, the Term Loan is fullyfunded and the outstanding principal balance thereof equals $3,500,000.

             TheTerm Loan shall bear interest in accordance with the terms of the CreditAgreement.   The outstanding principalbalance of the Term Loan shall be payable in full, together with accrued andunpaid interest thereon on the Facility Termination Date.  At any time, Borrower may prepay the TermLoan, in whole or in part, without premium or penalty.  Prepayments of Term Loan shall be appliedfirst to the payment of unpaid interest accrued thereon and then to thereduction of the outstanding principal balance thereof.  Any amounts of the Term Loan that are repaidmay not be reborrowed.

**3.**          **Tax Refunds.**  Borrower has informed Agent and Lenders that it expects toreceive the Tax Refunds and hereby agrees and reaffirms that Agent has a lienon and security interest in the Tax Refunds pursuant to the terms andprovisions of the Collateral Documents. Notwithstanding the foregoing and without limiting, prejudicing,qualifying or otherwise modifying the terms of the Collateral Documents,Borrower hereby assigns all of its rights, title and interest to the TaxRefunds to Agent on behalf of the Lenders and grants to Agent a lien upon andsecurity interest in the Tax Refunds. In furtherance of the foregoing, Borrower hereby agrees as follows:

(a)         Borrower shall file its 1998 and 2000Federal and state income tax returns and/or amendments as soon as practicablebut in no event later than June 30, 2001 and shall take all reasonable stepsand actions to expedite the processing and obtaining of the Tax Refunds.  Borrower shall provide Agent with certifiedcopies of such returns and any associated filings, amendments, documents orcorrespondence relating thereto.

(b)        Borrower shall direct the Internal RevenueService, on IRS Form 8888 or any successor form thereto, to deposit thatportion of the Tax Refunds representing Federal income tax refunds, directly toan account designated and controlled by Agent. Borrower shall not, thereafter amend, modify or rescind such directionto the Internal Revenue Service. Borrower hereby directs and authorizes Agent to apply the Tax Refunds,as and when received by Agent, to the immediate reduction of the thenoutstanding principal balance of the Term Loan and upon payment of the TermLoan in full (together with all unpaid and accrued interest thereon), to therepayment of the other Obligations as provided in the Credit Agreement and inpermanent reduction of the Aggregate Commitment.

(c)         Borrower agrees to execute such otherdocuments, instruments or agreements and to take such other actions as Agentmay reasonably request in order to facilitate and expedite the obtaining andapplication of the Tax Refunds as contemplated hereunder.

             Borrower’sfailure to strictly comply with the provisions of this Section 3 shallconstitute an immediate Default under the Credit Agreement.

**4.**          **Additional 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,except for the Existing Default, no Unmatured Default or Default has occurredand is continuing under the Credit Agreement or shall result after givingeffect to this 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.

             (c)Borrower agrees to retain or continue to engage Alex Brown (or anotherfinancial advisor or investment banker of national repute) to advise Borrowerwith respect to its operations, its strategic plans and management, enhancingits capital structure, refinancing the Obligations and/or selling all or anyportion of Borrower’s business and/or assets. Borrower shall cause such financial advisor to issue periodic progressreports to Agent and the Lenders (unless already provided by Borrower) as andwhen requested by Agent and Lenders and will authorize Agent to contact saidfinancial advisors and discuss any matter within the scope of itsengagement.  Additionally, Borrower willcontinue to diligently pursue a refinancing of its Obligations hereunder andwill keep the Agent apprised of any meaningful progress in connectiontherewith. Borrower agrees to participate in conference calls (absent aDefault, not more frequently than bimonthly) with the Agent and the Lenders(with the participation of the financial advisors, if requested by Agent) inwhich the Borrower and its financial advisors if requested, gives statusreports on the Borrower’s operating performance and strategic plans asaforesaid.  This clause 4(c) replaces,amends and supersedes Section 6.32 of the Credit Agreement.

             (d)Borrower shall authorize and permit Agent to conduct field audits of Borrower’saccounts receivable as and when requested by Agent or the Required Lenders andshall cooperate with Agent as reasonably requested, in the performance of suchaudits.

             (e)Borrower shall provide Agent with a monthly report in reasonable detail,indicating the openings or closings of any branch offices of Borrower thatoccurred the preceding month.

             (f)Within ten Business Day of the date hereof, Borrower shall execute and deliversuch Term Notes and Revolving Notes to Borrower and Lenders as they may requestin order to replace the existing Notes issued pursuant to the CreditAgreement.  Agent and Lenders shalldeliver to Borrower the original Notes upon receipt of the foregoingreplacement notes.

**5.**          **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,arising out of or based upon this Agreement, the Credit Agreement or any LoanDocument, except for any such claims arising out of Agent’s or any Lender’sfuture willful breach of this Agreement.

**6.**          **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.

**7.**          **Waiver of Existing Default.**  Effective as of the Eleventh AmendmentEffective Date, in reliance upon the representations and warranties of Borrowerset forth in the Credit Agreement and in this Amendment, Agent and Lendershereby waive the Existing Default.  Theforegoing is a limited, one time waiver and the execution and delivery of thisAmendment does not constitute a waiver by Agent or any Lender of any otherDefault or Unmatured Default now or hereafter existing, or any other term orprovision of the Loan Documents.  ThisWaiver does not (i) constitute a waiver of any term or provision of the LoanDocuments, except as expressly set forth above, or (ii) except as expresslyprovided herein with respect to the Existing Default, constitute a waiver byLender of any of its other rights or remedies under the Loan Documents (allsuch rights and remedies being expressly reserved), or (iii) establish a customor a course of dealing or conduct between Agent, any Lender and Borrower.

**8.**          **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)         [Intentionally Omitted].

(3)         Resolutions and CorporateDocuments.  A copy, duly certified bythe secretary or an assistant secretary of Borrower, of (i) resolutions ofBorrower's Board of Directors authorizing or ratifying the execution anddelivery of this Amendment and authorizing the borrowings under the CreditAgreement as amended hereby, (ii) all documents evidencing other necessarycorporate action, and (iii) all approvals or consents, if any, with respect tothis Amendment.

(4)         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.

(5)         Additional Documents/Actions.  Such other documents as the Agent mayreasonably require and all proceedings taken in connection with thetransactions contemplated by this Amendment, and all documents, instruments andother legal matters incident thereto shall be satisfactory to Agent and itslegal 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.

             (d)        Fees.  Concurrently with the execution and deliveryof this Amendment, Borrower shall have paid to Agent for the ratable benefit ofthe Lenders a non-refundable extension fee in the amount of $56,250.00representing 0.00125% of the Aggregate Commitment as amended hereby (the “**Extensionand Modification Fee**”).  TheExtension and Modification Fee shall be fully earned upon execution of thisAmendment by the parties hereto.

**9.**          **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 8hereof.

             **(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 demand(i) all 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 invoiceshowing in reasonable detail and description the amounts therefor and (ii) thereasonable fees and expenses of Policano & Manzo, LLC no later than 10 daysfollowing receipt of an invoice showing in reasonable detail and descriptionthe 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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IN WITNESS WHEREOF, this EleventhAmendment to Credit Agreement and Loan Documents has been duly executed by eachof the undersigned as of the day and year first set forth above.

|   | **ALTERNATIVE  RESOURCES CORPORATION**, a Delaware |
|--------|----------------------------------------------------|
|   | corporation                                        |
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|   | **AMERICAN  NATIONAL BANK AND TRUST**              |
|   | **COMPANY  OF CHICAGO**, as Agent and              |
|   | individually  as a Lender                          |
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|   | By:                                                |
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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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|   | Its:                                               |
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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 Eleventh Amendment to Credit Agreement and Loan Documents dated as ofMay 18, 2001, consents thereto and to the transactions contemplated thereunderand confirms that its Guaranty and all of the Undersigned’s obligationsthereunder remain in full force and effect in accordance with its terms.

 

|   | **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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