**TWELFTH AMENDMENT TO CREDIT AGREEMENTAND LOAN DOCUMENTS**

             THISTWELFTH AMENDMENT TO CREDIT AGREEMENT AND LOAN DOCUMENTS dated as of June 30,2001 (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 EleventhAmendment to Credit Agreement dated as of May 18, 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 May 31,2001 (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 January 1, 2002, (ii)extend and set certain financial performance covenants, (iii) waive theExisting Default, and (iv) reduce the Commitment and the Aggregate Commitment,with concurrent adjustment to each Lender’s pro rata share of the Loans.  Accordingly, the parties agree, subject tothe terms and conditions set forth herein, to amend the Credit Agreement as setforth 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 $42,000,000, as reduced from time to time pursuant to the terms hereof.

“Commitment” means, foreach Lender, the obligation of such Lender to make Revolving Loans notexceeding the amount set forth opposite its name set forth below or as set forthin any Notice of Assignment entered into pursuant to Section 12.3.2, as suchamount may be modified from time to time and not exceeding $38,500,000 in theaggregate:

 

| Lender                           | Commitment |
|----------------------------------|------------|
| American  National Bank          | $          | 11,550,000 |
| Harris  Trust & Savings Bank | $          | 7,700,000 |
| Mellon  Bank                     | $          | 7,700,000 |
| Fleet  National Bank             | $          | 5,775,000 |
| National  City Bank              | $          | 5,775,000 |

“Facility TerminationDate” means January 1, 2002 or any earlier date on which the AggregateCommitment is reduced to zero or otherwise terminated pursuant to the termshereof.

“Permitted Overadvance”means, $1,700,000 for the period commencing as of the Twelfth AmendmentEffective Date through July 30, 2001; $1,500,000 for the period commencing asof July 31, 2001 through November 29, 2001; $1,000,000 for the period commencing as of November 30, 2001 throughDecember 30, 2001; and zero (-0-) at all times thereafter.”

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

“TwelfthAmendment Effective Date” means the date on which all conditions precedent tothe effectiveness of that certain Twelfth Amendment to Credit Agreement andLoan Documents dated as of June 30, 2001 are either fully satisfied or waivedin accordance with the terms thereof.

(d)        Section6.24.4 of the Credit Agreement shall be amended by adding the following newperiods and Consolidated EBITDA amounts under the columns bearing thoseheadings in said section:

| “For the period  commencing  7/1/01 and ending: | Consolidated  EBITDA  shall not be less than: |      |
|------------------------------------------------------|----------------------------------------------------|-----------|
|                                                      |                                                    |      |
| July 31, 2001                                        | $                                                  | 450,000   |   |
| August 31, 2001                                      | $                                                  | 1,250,000 |   |
| September 30, 2001                                   | $                                                  | 1,550,000 |   |
| October 31, 2001                                     | $                                                  | 2,200,000 |   |
| November 31, 2001                                    | $                                                  | 2,600,000 |   |
| December 31, 2001                                    | $                                                  | 3,100,000 | " |

 

(e)         Section6.16 of the Credit Agreement shall be amended by adding the following newperiods and Capex Amounts under the columns bearing those headings in saidsection:

| “For the period  commencing  7/1/01 and ending: | Capital Expenditures  shall not exceed |      |
|------------------------------------------------------|----------------------------------------|-----------|
|                                                      |                                        |      |
| July 31, 2001                                        | $                                      | 200,000   |   |
| August 31, 2001                                      | $                                      | 400,000   |   |
| September 30, 2001                                   | $                                      | 600,000   |   |
| October 31, 2001                                     | $                                      | 800,000   |   |
| November 31, 2001                                    | $                                      | 1,000,000 |   |
| December 31, 2001                                    | $                                      | 1,200,000 | " |

(d)        Section8.2 of the Credit Agreement shall be amended by adding the following newsubsection (vi) at the end thereof:

                           “(vi)     increase the Permitted Overadvance.”

**2.**          **Tax Refunds.**  Borrower hereby agrees as follows:

(a)         Borrower shall file its 1998 and 2000state income tax returns and/or amendments as soon as practicable but in noevent later than July 10, 2001 and shall exercise its best efforts to expeditethe processing and obtaining of the Tax Refunds on or before October 31, 2001.

(b)        Borrower’s failure to strictly complywith the provisions of this Section 2 shall constitute an immediate Defaultunder the Credit Agreement.

**3.**          **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 (except forthe projected non-compliance of Borrower with the minimum EBITDA Covenant forthe measurement period ending June 30, 2001, as previously disclosed toLenders) has occurred and is continuing under the Credit Agreement or shallresult after giving effect 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.

**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,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.

**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.**          **Waiver of Existing Default.**  Effective as of the Twelfth 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.

**7.**          **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 Corporate Documents.  If requested by Agent,  copy, duly certified by the secretary or anassistant secretary of Borrower, of (i) resolutions of Borrower's Board ofDirectors authorizing or ratifying the execution and delivery of this Amendmentand authorizing 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.

(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 (except for the projected non-compliance of Borrower with the minimumEBITDA Covenant for the measurement period ending June 30, 2001, as aforesaid)shall have occurred and be continuing or will result from the execution anddelivery of, or the performance by Borrower of any of its obligations underthis Amendment.

             (c)         GuarantorsConsent.  The Guarantors shall haveconsented hereto in the Consent and Reaffirmation attached hereto for suchpurpose below.

             (d)        Fees.  In consideration of, among other things,Lenders’ execution and delivery of this Amendment, Borrower shall pay to Agentfor the ratable benefit of the Lenders a non-refundable extension fee in theamount of $210,000 representing 0.5% of the Aggregate Commitment as amendedhereby (the “**Extension and Modification Fee**”), which Extension andModification fee shall be fully earned upon execution of this Amendment by theparties hereto and shall be due and payable as follows:  $63,000 shall be due and payable in cash, infull immediately upon execution and delivery of this Amendment; $105,000 shallbe due and payable in cash, in full upon the earliest to occur of (i) November15, 2001, (ii) the occurrence of an Event of Default and acceleration of theObligations, or (iii) the repayment in full of the Obligations (whether by arefinancing thereof or otherwise); and $42,000 shall be due and payable incash, in full upon the earliest to occur of (i) December 31, 2001, (ii) theoccurrence of an Event of Default and acceleration of the Obligations, or (iii)the repayment in full of the Obligations (whether by a refinancing thereof orotherwise).

**8.**          **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 TwelfthAmendment 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   By:  Name:  Its:    **AMERICAN  NATIONAL BANK AND TRUST** **COMPANY  OF CHICAGO**, as Agent and individually  as a Lender   By:  Name:  Its:    **MELLON  BANK, N.A.**, as a Lender     By:  Name:  Its:    **HARRIS  TRUST AND SAVINGS BANK**, as a Lender     By:  Name:  Its:    **FLEET  NATIONAL BANK**, as a Lender     By:  Name:  Its:    **NATIONAL  CITY BANK**, as a Lender   By:  Name:  Its: 
 

 

**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 Twelfth Amendment to Credit Agreement and Loan Documents dated as ofJune 30, 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.)   By:  Name:  Its:    **ARC  SERVICE, INC.**     By:  Name:  Its:    **WRITERS,  INC.**     By:  Name:  Its:    **ARC  MIDHOLDING, INC.** (formerly  known as CGI Corp.)   By:  Name:  Its: