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                                                                    EXHIBIT 4.13

                             STOCK PLEDGE AGREEMENT

        This STOCK PLEDGE AGREEMENT (this "PLEDGE AGREEMENT"), dated as of
January 31, 2002, is among Alternative Resources Corporation, a Delaware
corporation ("PLEDGOR"), and Wynnchurch Capital Partners, L.P., a Delaware
limited partnership ("Wynnchurch") and Wynnchurch Capital partners Canada, L.P.,
an Alberta, Canada limited partnership ("Wynnchurch Canada") (each of Wynnchurch
and Wynnchurch Canada, a "PLEDGEE" and, collectively, the "PLEDGEES").

                                    RECITALS

        A.   Pledgor and Pledgees have entered into a Securities Purchase
Agreement of even date herewith (as the same may be amended, modified,
supplemented or restated from time to time, the "SECURITIES PURCHASE
AGREEMENT"), pursuant to which Pledgor has issued the Notes and Warrants subject
to the terms and conditions set forth in the Securities Purchase Agreement.

        B.   Pledgor  owns 100% of the issued and outstanding capital stock of
the Pledged Companies (as defined below).

        C.   One of the conditions precedent to Pledgees' obligations to
enter into the Securities Purchase Agreement and purchase the Notes and Warrants
is that Pledgor shall have executed and delivered this Pledge Agreement to
secure the payment and performance of the Pledgor's Obligations.

        NOW, THEREFORE, in order to induce Pledgees to enter into the
Securities Purchase Agreement, and for other good and valuable consideration,
the receipt and sufficiency of which hereby are acknowledged, Pledgor and both
Pledgee hereby agree as follows:

        1.   DEFINITIONS. All capitalized terms used but not elsewhere defined
in this Pledge Agreement shall have the respective meanings ascribed to such
terms in the Securities Purchase Agreement with reference to the other
Investment Agreements as necessary. The following terms shall have the following
meanings in this Pledge Agreement:

             COLLATERAL means the Securities and all additional securities of
        the Pledged Companies or any successor in interest to the Pledged
        Companies and other property and assets to which Pledgor or any
        successor in interest to Pledgor (with or without additional
        consideration) is or becomes entitled by virtue of the ownership by
        Pledgor or its successor in interest of any of the Securities or as the
        result of any corporate reorganization, merger, consolidation, stock
        split, conversion, preemptive right or otherwise, and the proceeds
        thereof.

             INTERCREDITOR AGREEMENT means the Intercreditor and Subordination
        Agreement dated as of January 31, 2002 among the Pledgees, the Pledgor,
        ARC Service, Inc., ARC Solutions, Inc., ARC Midholding, Inc., Writers,
        Inc. and FCC.

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             PLEDGED COMPANIES means, collectively, (i) ARC Service, Inc., a
        Delaware corporation, (ii) ARC Solutions, Inc., a Delaware corporation,
        (iii) ARC Midholding, Inc., a Delaware corporation, and (iv) Writers,
        Inc., a California corporation.

             PLEDGORS' OBLIGATIONS: (i) any and all indebtedness, due or to
        become due, now existing or hereafter arising, of Pledgor to Pledgees
        pursuant to the terms of the Notes and (ii) the performance of the
        covenants of Pledgor contained in the Notes.

             SECURITIES: all of the capital stock of the Pledged Companies
        and any warrants, options or other rights to purchase the capital stock
        of the Pledged Companies described in Exhibit A hereto, and duly
        executed assignments separate from certificates, in form attached hereto
        as Exhibit B.

        2.   PLEDGE OF COLLATERAL. In order to secure Pledgor's Obligations,
Pledgor hereby pledges, assigns and grants to both Pledgees a Lien in all
Collateral now owned or hereafter acquired by Pledgor.

        3.   REPRESENTATIONS, WARRANTIES AND COVENANTS. Pledgor hereby
represents, warrants and covenants to both Pledgees that (i) the Collateral
represents 100% of the issued and outstanding capital stock and warrants,
options and other rights to purchase capital stock of the Pledged Companies,
(ii) Pledgor is the legal and beneficial owner of the Collateral pledged by
Pledgor to Pledgees pursuant to this Pledge Agreement, (iii) the Collateral is
validly issued (except for Writers, Inc., as to which no representation is given
hereunder), fully paid and non-assessable and is registered in the name of
Pledgor, (iv) the pledge of the Collateral pursuant to the terms of this Pledge
Agreement creates a valid, and, upon the delivery of certificates representing
the Securities to or as directed by Pledgees, a perfected, Lien on the
Collateral in favor of Pledgees, second only to the Lien in the Collateral in
favor of FCC and any other Lien permitted as a prior Lien pursuant to the terms
of the Securities Purchase Agreement, (v) none of the Collateral is subject to
any Lien of any kind whatsoever, except for the first Lien granted to FCC, the
second Lien granted to Pledgees hereby and any other Liens thereon permitted
pursuant to the terms of the Securities Purchase Agreement, (vi) no
authorization, approval or other action by, or notice to or filing with, any
governmental body is required for the pledge by Pledgor of such Collateral
pursuant to the terms of this Pledge Agreement and (vii) until all of Pledgor's
Obligations have been paid and performed in full, such Pledgor: (A) will not
create or permit to exist any Lien upon or with respect to such Collateral,
except for the first Lien thereon granted to FCC pursuant to the terms of the
Credit Agreement and subject to the provisions of the Intercreditor Agreement,
the second Lien thereon granted to Pledgees by this Pledge Agreement, any other
Liens thereon permitted pursuant to the terms of the Securities Purchase
Agreement and (B) will not sell, transfer, convey, assign, or otherwise divest
Pledgor's interest in such Collateral, or any part thereof, to any other person
or entity except as a result of a merger or consolidation of a Pledged Company
with the Pledgor or another Pledged Company. Pledgor further represents and
warrants to each Pledgee that Pledgor's address for notice purposes and the
state and county of Pledgor's chief executive office is set forth on Exhibit C
hereto.

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        4.   ADDITIONAL SECURITIES; STOCK SPLITS; STOCK DIVIDENDS.

             4.1   ADDITIONAL SECURITIES. Pledgor agrees that in the event that
        Pledgor, by virtue of the ownership by Pledgor of the Collateral, now
        is, or hereafter becomes, entitled (with or without additional
        consideration) to other or additional capital stock as the result of any
        reorganization, merger, consolidation, stock split, stock dividend,
        conversion, exercise of warrant or preemptive right or otherwise,
        Pledgor shall:

                   4.1.1   DELIVERY. Cause the issuer of such additional capital
             stock to deliver to or as directed by Pledgees all certificates and
             other documents, if any, evidencing the ownership by Pledgor of
             such additional capital stock and hereby authorizes and empowers
             Pledgees to demand the same from such issuer, and agrees if such
             certificates and other documents are delivered to Pledgor, to take
             possession thereof in trust for Pledgees;

                   4.1.2   UCC FINANCING STATEMENTS AND ASSIGNMENTS SEPARATE
             FROM CERTIFICATE. Deliver (i) to Pledgees such UCC financing
             statements and other documents executed by Pledgor as Pledgees
             require to perfect Pledgees' security interest in such additional
             capital stock and, (ii) to Pledgees, or prior to the termination of
             the Intercreditor Agreement to FCC, an assignment separate from
             certificate with respect to such capital stock in the form attached
             hereto as Exhibit B, executed in blank by Pledgor;

                   4.1.3   REPRESENTATIONS AND WARRANTIES. Deliver to Pledgees a
             certificate, executed by Pledgor and dated the date of such pledge
             as to the truth and accuracy on such date of the representations
             and warranties set forth in SECTION 3 hereof; and

                   4.1.4   ADDITIONAL DOCUMENTS. Deliver to Pledgees such other
             certificates, documents and other instruments as Pledgees may
             reasonably request in connection with the pledge of such additional
             capital stock by Pledgor.

             4.2   ADDITIONAL COLLATERAL. Pledgor agrees that such additional
        capital stock shall constitute a portion of the Collateral and be
        subject to this Pledge Agreement in the same manner and to the same
        extent as the Securities pledged hereby to Pledgees on the date hereof.

        5.   VOTING POWER. Unless and until an Event of Default shall have
occurred and is continuing, Pledgor shall be entitled to exercise all voting
powers in all company matters pertaining to the Collateral or otherwise, for any
purpose not inconsistent with, or in violation of, any of the Investment
Agreements.

        6.   INTERCREDITOR AGREEMENT. The Liens granted pursuant to this Pledge
Agreement are subject to the Intercreditor Agreement, which, among other things,
subordinates the Lien in the Collateral granted to Pledgee hereunder to the Lien
in the Collateral granted to the holders of Senior Obligations, as defined in
the Intercreditor Agreement.

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        7.   DEFAULT AND REMEDIES.

             7.1   OCCURRENCE. The occurrence of an Event of Default under the
        Notes shall constitute an Event of Default hereunder.

             7.2   REMEDIES. If an Event of Default shall occur and be
        continuing, Pledgees, at their option and subject to the provisions of
        the Intercreditor Agreement, may:

                   7.2.1   REGISTRATION. Cause the Collateral to be registered
             in its name or in the name of its nominee;

                   7.2.2   VOTING POWER. Exercise all voting powers pertaining
             to the Collateral and otherwise act with respect thereto as though
             Pledgees were the owner thereof;

                   7.2.3   DISTRIBUTIONS.  Receive all dividends and
             distributions of any kind whatsoever on all or any part of the
             Collateral;

                   7.2.4   COLLECTION; CONVERSION. Exercise any and all rights
             of collection, conversion or exchange, and any and all other
             rights, privileges, options or powers of Pledgor pertaining or
             relating to the Collateral;

                   7.2.5   SALE OF COLLATERAL. Subject to any applicable state
             or federal securities laws, sell, assign and deliver the
             whole, or from time to time, any part of the Collateral at any
             broker's board or at any private sale or at public auction,
             with or without demand for performance or advertisement of the
             time or place of sale or adjournment thereof or otherwise, and
             free from any right of redemption (all of which hereby
             expressly are waived by Pledgor) for cash, for credit or for
             other property, for immediate or future delivery, and for such
             price and on such terms as Pledgees in their sole discretion
             may determine;

                   7.2.6   OTHER  REMEDIES. Exercise any other remedy
             specifically granted under this Pledge Agreement or now or
             hereafter existing in equity, or at law, by virtue of statute or
             otherwise; and

                   7.2.7   POWER OF ATTORNEY. With respect to the actions
             described in each of subsections 7.2.2 and 7.2.4 above, Pledgor
             hereby irrevocably constitutes and appoints each Pledgee its proxy
             and attorney-in-fact with full power of substitution and
             acknowledges that the constitution and appointment of such proxy
             and attorney-in-fact are coupled with an interest and are
             irrevocable until all of Pledgor's Obligations are paid and
             performed in full.

             7.3   AGREEMENT TO SELL COLLATERAL. For the purposes of this
        Section 7, an agreement to sell all or any part of the Collateral shall
        be treated as a sale thereof and Pledgees shall be free to carry out
        such sale pursuant to such agreement, and Pledgor

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        shall not be entitled to the return of any of the same subject thereto,
        notwithstanding the fact that after Pledgees shall have entered into
        such an agreement, all Events of Default hereunder may have been
        remedied or all of Pledgor's Obligations may have been paid and/or
        performed in full.

             7.4   PLEDGEES MAY BID. At any sale made pursuant to Section 7.2
        above, Pledgees may bid for and purchase, free from any right of equity
        or redemption on the part of Pledgor (the same hereby being waived and
        released by Pledgor), any part or all of the Collateral that is offered
        for sale, and Pledgees, upon compliance with the terms of sale, may
        hold, retain and dispose of such Collateral without further
        accountability therefor.

             7.5   NO DUTY OF PLEDGEES. Pledgees shall not have any duty to
        exercise any of the rights, privileges, options or powers or to sell or
        otherwise realize upon any of the Collateral, as hereinbefore
        authorized, and Pledgees shall not be responsible for any failure to do
        so or delay in so doing.

             7.6   EFFECT OF SALE. Any sale of all or any portion of the
        Collateral pursuant to Section 7.2 above shall operate to divest all
        right, title and interest of Pledgor to the Collateral which is the
        subject of any such sale.

             7.7   SECURITIES ACT. Pledgor acknowledges that Pledgees may be
        unable to effect a public sale of all or a part of the Collateral by
        reason of certain prohibitions contained in the Securities Act, or that
        it may be able to do so only after delay which might adversely affect
        the value that might be realized upon the sale of the Collateral.
        Accordingly, Pledgor agrees that Pledgees, without the necessity of
        attempting to cause any registration of the Collateral to be effected
        under the Securities Act, may sell the Collateral or any part thereof in
        one or more private sales to a restricted group of purchasers who may be
        required to agree, among other things, that they are acquiring the
        Collateral for their own account, for investment purposes only, and not
        with a view toward the distribution or resale thereof. Pledgor agrees
        that any such private sale may be at prices or on terms less favorable
        to the owner of the Collateral sold than would be the case if such
        Collateral was sold at public sale, and that any such private sale shall
        not be deemed not to have been made in a commercially reasonable manner
        by virtue of such sale having been a private sale.

             7.8   TRANSFER OF CONTROL TO OTHER PERSONS. Pledgor acknowledges
        and agrees that a transfer of control of the Collateral may be made to a
        receiver, trustee or similar official or to any purchaser of all or any
        part of the other Collateral hereunder, pursuant to any court order,
        public or private sale, judicial sale, foreclosure or the exercise of
        any other remedies available to Pledgees hereunder or under applicable
        law.

             7.9   NOTICE. Pledgees shall give not less than 10 Business Days'
        prior written notice to Pledgor of any sale pursuant to this Section 7.
        Pledgor hereby agrees that such notice is commercially reasonable.

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        8.   PLEDGEES' OBLIGATIONS, CUSTODIAL AGREEMENT, PERFORMANCE RIGHTS,
PLEDGE DOES NOT MAKE PLEDGEES SHAREHOLDERS. Neither Pledgee shall have any duty
to protect, preserve or enforce rights against the Collateral other than a duty
of reasonable custodial care of any such Collateral in its possession, it being
understood that, prior to either Pledgee's purchase of the Collateral at any
sale pursuant to Section 7 hereof, Pledgees shall (i) have no responsibility for
(A) ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relating to the Collateral, whether or not
Pledgees have or are deemed to have knowledge of such matters, (B) taking any
necessary steps to preserve rights against any parties with respect to the
Collateral or (C) making any capital contributions or other payments on behalf
of Pledgor and (ii) not be deemed to be a shareholder of the Pledged Companies
unless Pledgees purchase or otherwise retain the applicable portion of the
Collateral in connection with a foreclosure.

        9.   TERMINATION OF PLEDGE AGREEMENT. Upon the payment and performance
in full of all of the Notes or the conversion in full of all of the Notes in
accordance with their terms, Pledgees shall deliver to Pledgor the Collateral in
its possession and this Pledge Agreement thereupon shall terminate.

        10.  MISCELLANEOUS.

             10.1  EXERCISE OF RIGHTS. Pledgor unconditionally agrees that if
        an Event of Default has occurred and is continuing, Pledgees may
        exercise their rights and remedies hereunder prior to, concurrently
        with, or subsequent to the exercise by Pledgees of its rights and
        remedies against Pledgor or any other person or entity under any of the
        Investment Agreements or otherwise. The obligations of Pledgor under
        this Pledge Agreement shall be absolute and unconditional and shall
        remain in full force and effect without regard to, and shall not be
        released or discharged or in any way affected by:

                   10.1.1  AMENDMENTS. Any amendment or modification of or
             supplement to any of the Investment Agreements;

                   10.1.2  EXERCISE OR NON-EXERCISE OF RIGHTS. Any exercise or
             non-exercise of any right or remedy under any of the Investment
             Agreements, or the granting of any postponements or extensions
             for time of payment or other indulgences to Pledgor or any other
             person or entity, or the settlement or adjustment of any claim
             or the release or discharge or substitution of any person or
             entity primarily or secondarily liable with respect to any of
             the Investment Agreements;

                   10.1.3  BANKRUPTCY. The institution of any bankruptcy,
             insolvency, reorganization, debt arrangement, readjustment,
             composition, receivership or liquidation proceedings by or
             against Pledgor, the Pledged Companies, the Guarantors or any
             other person or entity; or

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                   10.1.4  OTHER DEFENSES. Any other circumstance which
             otherwise might constitute a defense to, or a discharge of,
             Pledgor with respect to Pledgor's Obligations.

             10.2  RIGHTS CUMULATIVE. Each and every right, remedy and power
        granted to Pledgees hereunder shall be cumulative and in addition to any
        other right, remedy or power specifically granted herein or now or
        hereafter existing in equity, at law, by virtue of statute or otherwise
        and may be exercised by Pledgees, from time to time, concurrently or
        independently and as often and in such order as Pledgees may deem
        expedient. Any failure or delay on the part of either Pledgee in
        exercising any such right, remedy or power, or abandonment or
        discontinuance of steps to enforce the same, shall not operate as a
        waiver thereof or affect the right of either Pledgee thereafter to
        exercise the same, and any single or partial exercise of any such right,
        remedy or power shall not preclude any other or further exercise thereof
        or the exercise of any other right, remedy or power, and no such
        failure, delay, abandonment or single or partial exercise of rights of
        Pledgees hereunder shall be deemed to establish a custom or course of
        dealing or performance among the parties hereto.

             10.3  MODIFICATION. Any modification or waiver of any provision
        of this Pledge Agreement, or any consent to any departure by Pledgor
        therefrom, shall not be effective in any event unless the same is in
        writing and signed by both Pledgees and Pledgor and then such
        modification, waiver or consent shall be effective only in the specific
        instance and for the specific purpose given. Any notice to or demand on
        Pledgor in any event not specifically required of Pledgees hereunder
        shall not entitle Pledgor to any other or further notice or demand in
        the same, similar or other circumstances unless specifically required
        hereunder.

             10.4  FURTHER ASSURANCES. Pledgor agrees that at any time, and
        from time to time, after the execution and delivery of this Pledge
        Agreement, Pledgor, upon the request of either Pledgee, promptly will
        execute and deliver such further documents and do such further acts and
        things as either Pledgee reasonably may request in order to effect fully
        the purposes of this Pledge Agreement and to subject to the security
        interest created hereby any Collateral intended by the provisions hereof
        to be covered hereby. Pledgor and both Pledgees acknowledge their intent
        that, upon the occurrence of an Event of Default, Pledgees shall
        receive, to the fullest extent permitted by law and governmental policy,
        all rights necessary or desirable to obtain, use or sell the Collateral,
        and to exercise all remedies available to Pledgees under the Investment
        Agreements, the Uniform Commercial Code or other applicable law.

             10.5  PRESERVATION OF COLLATERAL. Pledgor agrees that it will
        warrant, preserve, maintain and defend, at the expense of Pledgor, the
        right, title and interest of Pledgees in and to the Collateral and all
        right, title and interest represented thereby against all claims,
        charges and demands of all persons or entities whomsoever which are
        based on a breach of Pledgor's Obligations hereunder.

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             10.6  NOTICES. All notices and communications under this Pledge
        Agreement shall be delivered in the manner set forth in the Securities
        Purchase Agreement.

             10.7  GOVERNING LAW; JURISDICTION. This Pledge Agreement shall be
        governed by and construed in accordance with the laws of the State of
        Illinois applicable to contracts made and to be performed in the State
        of Illinois. The parties hereto irrevocably consent to the jurisdiction
        of the United States federal courts located in the State of Illinois and
        the State Courts in the County of Cook in the State of Illinois in any
        suit or proceeding based on or arising under this Pledge Agreement or
        the transactions contemplated hereby and irrevocably agree that all
        claims in respect of such suit or proceeding may be determined in such
        courts. Pledgor irrevocably waives the defense of an inconvenient forum
        to the maintenance of such suit or proceeding. Pledgor further agrees
        that service of process upon Pledgor mailed by the first class mail
        shall be deemed in every respect effective service of process upon
        Pledgor in any suit or proceeding arising hereunder. Nothing herein
        shall affect either Pledgee's right to serve process in any other manner
        permitted by law. The parties hereto agree that a final non-appealable
        judgment in any such suit or proceeding shall be conclusive and may be
        enforced in other jurisdictions by suit on such judgment or in any other
        lawful manner.

             10.8  WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY
        APPLICABLE LAW WHICH CANNOT BE WAIVED, PLEDGOR AND PLEDGEES HEREBY WAIVE
        AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT
        OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY
        ISSUE, CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION ARISING OUT OF OR BASED
        UPON THIS PLEDGE AGREEMENT OR ANY OTHER INVESTMENT AGREEMENT OR THE
        SUBJECT MATTER HEREOF OR THEREOF OR ANY OBLIGATION HEREUNDER OR
        THEREUNDER OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
        DEALINGS OF THE PLEDGEES OR PLEDGOR OR ANY OF THEM IN CONNECTION WITH
        ANY OF THE ABOVE, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING
        AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE. PLEDGOR AND
        PLEDGEES ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION 10.8 CONSTITUTE
        A MATERIAL INDUCEMENT UPON WHICH EACH OF PLEDGOR AND PLEDGEES HAVE
        RELIED, ARE RELYING AND WILL RELY IN ENTERING INTO THIS PLEDGE AGREEMENT
        AND THE OTHER INVESTMENT AGREEMENTS. Either Pledgee or Pledgor may file
        an original counterpart or a copy of this Section 10.8 with any court as
        written evidence of the consent of the parties hereto to the waiver of
        their respective right to trial by jury.

             10.9  SEVERABILITY. In the event that any provision of this
        Pledge Agreement is deemed to be invalid by reason of the operation of
        any law, or by reason of the interpretation placed thereon by any court,
        the validity, legality and enforceability of the remaining terms and
        provisions of this Pledge Agreement shall not in any way be

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        affected or impaired thereby, all of which shall remain in full force
        and effect, and the affected term or provision shall be modified to the
        minimum extent permitted by law so as to achieve most fully the
        intention of this Pledge Agreement.

             10.10 SUCCESSORS AND ASSIGNS. This Pledge Agreement shall inure
        to the benefit of the successors and assigns of Pledgees and the holders
        of the Notes and shall be binding upon the successors and assigns of
        Pledgor.

             10.11 COUNTERPARTS. This Pledge Agreement may be executed in one
        or more counterparts, each of which shall be deemed to be an original,
        but all of which when taken together shall be deemed to be one and the
        same instrument.

             10.12 NOTATION ON BOOKS. Concurrently with the execution and
        delivery hereof, Pledgor shall cause the Pledged Companies to register
        in its books the security interests in and the pledge of the Collateral
        effected hereby.

                [remainder of this page intentionally left blank]

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        IN WITNESS WHEREOF, Pledgor and both Pledgees have caused this Pledge
Agreement to be executed as of the date first above written.

PLEDGOR:

ALTERNATIVE RESOURCES CORPORATION


By:  /s/ Steven Purcell
     ------------------
         Name:  Steven Purcell
         Title: Senior Vice President and Chief
                Financial Officer


PLEDGEES:

WYNNCHURCH CAPITAL PARTNERS, L.P.


By:  Wynnchurch Management Inc., its general partner


By:  /s/ John Hatherly
     -----------------
     Name:  John Hatherly
     Title: President


WYNNCHURCH CAPITAL PARTNERS CANADA, L.P.


By:  Wynnchurch GP Canada, Inc., its general partner


By:  /s/ John Hatherly
     -----------------
     Name:  John Hatherly
     Title: President

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                       ACKNOWLEDGMENT OF PLEDGED COMPANIES

        Each of the undersigned hereby acknowledges, on behalf of the Pledged
Companies, the pledge of the Securities described above pursuant to the terms of
this Pledge Agreement.

ARC SERVICE, INC.


By:  /s/ Steven Purcell
     ------------------
Name:   Steven Purcell
Title:  Vice President and Secretary


ARC SOLUTIONS, INC.


By:  /s/ Steven Purcell
     ------------------
Name:   Steven Purcell
Title:  Vice President and Secretary


ARC MIDHOLDING, INC.


By:  /s/ Steven Purcell
     ------------------
Name:   Steven Purcell
Title:  Vice President and Secretary


WRITERS, INC.

By:  /s/ Steven Purcell
     ------------------
Name:   Steven Purcell
Title:  Vice President and Secretary

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                                    EXHIBIT A

                            Description of Securities


ARC SERVICE, INC.

100 shares of common stock held by Alternative Resources Corporation,
represented by Certificate No. 1.

ARC SOLUTIONS, INC. (f/k/a CGI SYSTEMS, INC.)

72,654 shares of Class A common stock held by Alternative Resources Corporation,
represented by Certificate No. A2.

16,020 shares of Class A common stock held by Alternative Resources Corporation,
represented by Certificate No. A3.

684,166 shares of Class A common stock held by Alternative Resources
Corporation, represented by Certificate No. A11.

6,536 shares of Class B common stock held by Alternative Resources Corporation,
represented by Certificate No. B9.

ARC MIDHOLDING, INC. (f/k/a CGI CORPORATION)

70,000 shares of common stock held by Alternative Resources Corporation,
represented by Certificate No. 1.

1,510,000 shares of Class A Preferred Stock held by Alternative Resources
Corporation, represented by Certificate No. 3.

2,800,000 shares of Class A Preferred Stock held by Alternative Resources
Corporation, represented by Certificate No. 5.

950,000 shares of Class B Preferred Stock held by Alternative Resources
Corporation, represented by Certificate No. 12.


WRITERS INC.

1000 shares of common stock held by Alternative Resources Corporation,
represented by Certificate No. 3.

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                                    EXHIBIT B

                  FORM OF ASSIGNMENT SEPARATE FROM CERTIFICATE

         FOR VALUE RECEIVED, the undersigned does hereby sell, assign and
transfer unto __________________________ ("__________"), ______________ (______)
shares of the capital stock of __________________________, a _________
corporation (the "Company"), standing in the name of the undersigned on the
books of the Company, represented by Certificate No. ___ herewith and do hereby
irrevocably appoint any duly authorized officer of __________________ to
transfer said stock on the books of the Company with full power of substitution
in the premises.
Dated:
       -------------------,-------


ALTERNATIVE RESOURCES CORPORATION

By:
   -----------------------------------------------------------
Name:
     ---------------------------------------------------------
Title:
      --------------------------------------------------------

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                                    EXHIBIT C

                  Location of Pledgor's Chief Executive Office

600 Hart Road, Suite 300
Barrington, Illinois 60010
County: Lake