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INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Filed by the Registrant  x

Filed by a Party other than the Registrant  o

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

x	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule  0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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ABLEST INC.
1901 Ulmerton Road, Suite 300
Clearwater, Florida 33762

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 23, 2002

To the Shareholders:

     The 2002 Annual Meeting of Shareholders of Ablest Inc. (the “Company”) will be held at the Company’s corporate offices at 1901 Ulmerton Road, Suite 300, Clearwater, Florida 33762, on Thursday, May 23, 2002, at 11:30 a.m., local time, for the following purposes:

1.		To elect six directors of the Company, each of whom is to hold office until the next Annual Meeting of Shareholders and until the due election and qualification of his or her successor;
2.		To vote on adoption of the Ablest Inc. Restricted Stock Plan, and
3.		To transact such other business as may properly come before the meeting or any adjournment thereof.

     The shareholders of record at the close of business on April 1, 2002, will be entitled to notice of, and to vote at, the meeting or any adjournment thereof.

     If you cannot personally attend the meeting, it is requested that you promptly fill in, sign and return the enclosed proxy, which needs no postage if mailed in the United States.

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ABLEST INC.
1901 Ulmerton Road, Suite 300
Clearwater, Florida 33762

PROXY STATEMENT

2002 ANNUAL MEETING

     The enclosed proxy is solicited by the Board of Directors of Ablest Inc. (the “Company”) to be voted at the 2002 Annual Meeting of Shareholders to be held at the Company’s corporate offices at 1901 Ulmerton Road, Suite 300, Clearwater, Florida 33762, on Thursday, May 23, 2002, at 11:30 a. m., local time.

     Only shareholders of record as of the close of business on April 1, 2002, are entitled to notice of, and to vote at, the meeting or any adjournment thereof. On March 29, 2002, the Company had outstanding voting securities consisting of 2,899,095 shares of common stock, par value $.05 per share. Each share is entitled to one vote. Shares cannot be voted at the meeting unless the shareholder is present or represented by proxy.

     The cost of soliciting proxies will be borne by the Company. In addition to the use of the mails, proxies may be solicited personally or by telephone or facsimile transmission by officers, directors and regular employees of the Company. The Company will also request securities brokers, custodians, nominees and fiduciaries to forward soliciting material to the beneficial owners of stock held of record and will reimburse them for their reasonable out-of-pocket expenses in forwarding such material.

     Any shareholder executing the accompanying form of proxy has the power to revoke it at any time prior its exercise, in person at the 2002 Annual Meeting of Shareholders or by written notification to the Secretary of the Company. Every properly signed proxy will be voted (unless revoked) if the proxy is returned to the Company properly executed and in sufficient time to permit the necessary examination and tabulation before a vote is taken.

     The Company’s address is 1901 Ulmerton Road, Suite 300, Clearwater, Florida 33762, and its telephone number is (727) 299-1200. This Proxy Statement and the enclosed proxy are being mailed to shareholders on or about April 11, 2002.

ITEM 1 — ELECTION OF DIRECTORS

Nominees for Directors

     Six directors are to be elected at the meeting, each to serve until the next annual meeting of shareholders and until their successors have been elected. Shares represented by proxies solicited by the Board of Directors will be voted for the six nominees hereinafter named, unless authority to vote for one or more nominees is withheld. If for any reason any of said nominees shall become unavailable for election, which is not now anticipated, the proxies will be voted for a substitute nominee designated by the Board of Directors.

     Six directors were elected to the Board of Directors at the 2001 Annual Meeting of Shareholders and all six are nominees for re-election at the 2002 Annual Meeting of Shareholders.

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     The table below sets forth certain information about each nominee for election to the Board of Directors:

     Mr. Heist has been Chairman of the Board of the Company since November 1988. From 1983 until 1997, he served as President, and from 1988 until March 2000, he was also Chief Executive Officer of the Company.

     Mr. Foster became Chief Executive Officer of the Company in March 2000. From 1997 until March 2000, he served as President and Chief Operating Officer. Prior to 1997 he served as Vice President-Marketing and Sales, President and Chief Executive Officer of Ablest Service Corp. and in other management positions. Mr. Foster was elected to the Board of Directors in November 1997.

     Mr. Scharlau is Chairman of the Board of Directors of Southwestern Energy Co., with which he has been associated since 1951. He also serves on the Board of Directors of McIlroy Bank & Trust Company and is Chairman of the Board of Trustees of the University of Arkansas.

     Mr. Leirvik has been President of RKL Enterprises, which acquires and manages small to medium size manufacturing companies, since March 1995. From 1991 until March 1995 he was President, Chief Executive Officer and a director of RB&W Corporation, a leading manufacturer and distributor of industrial fasteners. From 1984 to 1991, he was Executive Vice President and General Manager of Moen, Inc. a leading manufacturer of faucets, shower valves, sinks and plumbing fixtures. Mr. Leirvik is also Chairman of the Board of Directors of Willow Hill Industries, Inc., a manufacturer of tubular stampings for the automotive industry.

     Ms. Moore was President and Chief Executive Officer of Hit or Miss, Inc., a retail clothing operation from February 2000 through May 2001. Prior to that she was Executive Vice President and a member of the Board of Directors of Voyager Expanded Learning, Inc. and President of Eureka Experience, a company that provides seminars and gatherings for business women. From 1995 to 1997 she served as Chief Executive Officer and Chairman of the Board of Discovery Zone, Inc., which operates children’s entertainment FunCenters throughout the United States. Prior to her position with Discovery Zone, Ms. Moore was Senior Vice President of Williams Sonoma, President of the North American Division of Laura Ashley, Inc. and President and Chief Executive Officer of Motherhood Maternity. From 1987 to 1992, Ms. Moore led the Walt Disney Company’s highly successful Disney Store concept, opening its first 156 stores in the United States and abroad.

     Mr. Roberson is President of Sand Dollar Partners, Inc. an investment and consulting firm. From 1993 to 1996 he was President and Chief Executive Officer of Visionworks, Inc., a retail superstore optical chain operating in the United States, which was sold in 1996. From 1980 to 1993 he was a Senior Vice President of Eckerd Corporation. He is also a director of Priority Healthcare Corporation.

Information About the Board of Directors and its Committees

     During the Company’s fiscal year ended December 30, 2001, the Board of Directors held four regularly scheduled meetings. Each of the directors attended all meetings of the Board and all meetings of the committees on which he or she served. During fiscal 2001, there was one Compensation Committee meeting, one Executive Committee meeting and four Audit Committee meetings.

     The Executive Committee consists of Messrs. Heist, Foster and Roberson. This committee exercises all of the powers of the Board in the management of the business and affairs of the Company between Board meetings except the power to fill vacancies on the Board or its committees. The Compensation Committee, which oversees all compensation

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matters relating to the Company’s executive officers, consists of Messrs. Scharlau and Leirvik and Ms. Moore. The Audit Committee consists of Messrs. Roberson, Leirvik and Scharlau. This committee monitors and reviews the financial controls, reporting procedures, and internal checks and balances of the Company as well as the independence and performance of its outside auditors. The Company does not have a standing nominating committee.

     Non-employee directors received an annual retainer of $10,000, plus meeting expenses, during fiscal 2001. Under the Independent Directors’ Stock Option Plan (the “Directors’ Plan”), each non-employee director elected to the Board in May 2001 was granted an option to purchase 1,500 shares of common stock, exercisable after May 10, 2002. The exercise price of these options is $4.60 per share. The options expire on May 10, 2011, unless sooner terminated under the Directors’ Plan. Each director who received such an option is standing for re-election at the 2002 annual meeting. Upon re-election, each such director will receive an option for the purchase of 1,500 shares under the Directors’ Plan, with an exercise price equal to the fair market value of a share of common stock on the date of the 2002 Annual Meeting. Mr. Scharlau, Mr. Leirvik, Mr. Roberson, and Ms. Moore are non-employee directors and participate in this plan.

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

     The following table sets forth as of March 18, 2002, information concerning the ownership of shares by persons known to the Company to own beneficially, as of the record date, more than 5% of the outstanding shares of common stock of the Company. For the purpose of this proxy statement, beneficial ownership has the meaning given under the rules of the Securities and Exchange Commission relating to proxy statements and does not necessarily indicate economic interest. The beneficial ownership information presented herein is based upon information furnished by each person or contained in filings made with the Securities and Exchange Commission.

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Notes to Beneficial Ownership table:

(1)		The shares indicated are held of record in a trust created by the founder of the Company, C.H. Heist, for the benefit of his family prior to his death in February 1983. The three trustees of the trust are Clydis D. Heist, Charles H. Heist and Isadore Snitzer. Each of the trustees may be deemed to be the beneficial owner of the shares held in the trust. The trust will continue until the death of Clydis D. Heist and the children of Mr. and Mrs. C.H. Heist. Mr. Snitzer is also the beneficial and record owner of 2,022 shares (less than 1%). Mr. Heist and Mr. Snitzer disclaim beneficial ownership of the shares held by the trust.
(2)		The shares indicated are owned directly by Mr. Heist, except for 18,487 shares owned by his wife. Mr. Heist disclaims beneficial ownership of the shares owned by his wife.
(3)		Ms. Hall and Ms. Clark are daughters of C.H. Heist (deceased) and Clydis D. Heist and sisters of Charles H. Heist. The shares owned by each of them do not include the shares owned by the C.H. Heist Trust or the shares of the trusts for the grandchildren mentioned in footnote 4 below. Both daughters disclaim any beneficial ownership of the shares held in such trusts.
(4)		The trusts indicated were created for the benefit of the children of Charles H. Heist and his sisters, Victoria Hall and Dixie Lea Clark. Mr. Heist and his sisters are trustees of the trusts. Each of the trustees disclaims beneficial ownership of the shares held in these trusts.
(5)		The Burton Partnership is a limited partnership controlled by Donald W. Burton, who is deemed to be the beneficial owner of the shares held by this partnership.

Security Ownership of Management

     As of March 18, 2002, the directors, individually, and all directors and officers of the Company as a group, respectively, owned beneficially the following amounts of common stock of the Company:

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COMPENSATION OF EXECUTIVE OFFICERS

     The following Summary Compensation Table sets forth information concerning compensation for services rendered in all capacities to the Company and its subsidiaries for the last three fiscal years by the chief executive officer and the other three most highly compensated executive officers of the Company and its subsidiaries (the “Named Officers”).

Summary Compensation Table

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Option Plans

     No stock options were granted under the Company’s 1991 Stock Option Plan in fiscal 2001. All options outstanding under that plan and issued to existing employees were surrendered in November 2000 in connection with the Option to Ownership Program.

Option to Ownership Program

     On August 23, 2000, the Board of Directors approved the Option to Ownership Program (the “Program”). The purpose of the Program was to give employees the opportunity to surrender their options (the exercise prices of which were substantially higher than the then current market price) in return for an opportunity to purchase shares of restricted common stock of the Company on the terms and conditions set forth in the Program. The Program provided for the surrender of stock options issued under the Company’s 1991 Stock Option Plan and the Company’s 1996 Leveraged Stock Option Plan and the purchase of restricted shares of common stock of the Company through delivery of a full recourse promissory note in an amount equal to the aggregate purchase price of the shares issued. The per share purchase price of the common stock issued was equal to $4.25, which was the fair market value of the common stock on October 9, 2000 (the effective date of the Program). The number of common shares issued to each participant was determined by calculating the value of the surrendered options using the Black-Scholes Method and dividing this value by the per share fair market price of $4.25. A total of 234,716 option shares were surrendered and 55,313 restricted shares issued. The shares issued were accounted for under variable plan accounting, as defined in SFAS No. 123. As such, additional compensation expense of $22,000 was recorded in fiscal 2001 due to the fair market price of the common shares issued under the Program increasing in value from the date issued.

     In connection with this Program, the Named Officers surrendered all of the options previously granted to them under the Company’s option plans in return for restricted shares of common stock. Mr. Heist surrendered options for 26,357 shares and received restricted shares worth $21,373 in return for his promissory note of like principal amount. Mr. Foster surrendered options for 55,123 shares and received restricted shares worth $43,839 in return for his promissory note of like principal amount. Mr. Moore surrendered options for 43,172 shares and received restricted shares worth $41,965 in return for his promissory note of like principal amount. Mr. Kashmanian surrendered options for 6,980 shares and received restricted shares worth $5,253 in return for his promissory note of like principal amount. On October 9, 2001 the Company forgave the then outstanding promissory notes that were issued in 2000 under the Program, with the exception of 50% of the promissory note issued by Mr. Foster, which was extended for one year.

Independent Directors’ Stock Option Plan

     The Independent Directors Stock Option Plan (the “Directors’ Plan”) was approved by the Board of Directors at its regular meeting held on May 5, 2000, and is designed to strengthen the interest between the independent directors and the shareholders through increased ownership by the independent directors of the Company’s common stock. Participation in the plan is limited to directors who are not employees of the Company. Under the Directors’ Plan, each independent director receives an option to purchase 6,000 shares of Common Stock upon his or her first election to the Board of Directors after implementation of the plan. Following the initial option grant, each independent director re-elected to the Board between 2001and the termination of the plan in 2010 will receive an option to purchase 1,500 shares of common stock each time he or she is re-elected to the Board. The exercise price of each option will be equal to the fair market value of the common stock on the date of grant. The total number of shares of common stock that may be made subject to options awarded under the Directors’ Plan is 100,000. The Directors’ Plan is administered by the Board of Directors of the Company. Each initial stock option for 6,000 shares becomes exercisable in three equal annual installments on the first, second and third anniversaries of the grant thereof. All other stock options (i.e., those for 1,500 shares) will become exercisable on the first anniversary of the grant thereof. Each option shall have a term of ten years during which it may be exercised, subject to forfeiture for voluntary resignation or removal for cause prior to vesting. All unvested options will become fully vested and exercisable through their expiration dates on the death, disability or retirement of a director or a change in control of the Company, or removal without cause.

Employment Agreements

     Charles H. Heist serves as Chairman of the Board of Directors pursuant to an employment agreement entered into on September 1, 2000, that provides for his employment through December 31, 2003. Beginning in 2004, the employment agreement will renew annually from year to year, unless it is terminated in accordance with its

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provisions or unless either the Company or Mr. Heist gives notice of termination to the other at least six months in advance.

     Under the agreement, Mr. Heist was compensated at a base salary rate of $240,000 for 2000. For each year thereafter, his salary will be determined by the Compensation Committee of the Board of Directors, but in no event shall it be less then the annual salary that was payable to him for the preceding calendar year. Mr. Heist will be eligible to participate in any bonus program implemented by the Compensation Committee of the Board of Directors for senior executives of the Company, with pertinent terms and goals to be established annually or otherwise by the Compensation Committee.

     Under the employment agreement, management has agreed to use best efforts to have Mr. Heist nominated for a seat on the Board while he is employed by the Company. The agreement provides that his nomination and continuation as a director is subject to the will of the Board of Directors and the Company’s shareholders and that removal or non-election will not be a breach of the agreement.

     The Company can terminate Mr. Heist’s employment with cause immediately or without cause with 30 days advance notice. Mr. Heist may terminate his employment with the Company at any time with 30 days advance notice.

     If Mr. Heist’s employment is terminated as a result of his death or disability, the Company is obligated to continue to pay his salary and provide him with medical benefits for the lesser of twelve months or the balance of the term remaining under the employment agreement. If his employment is terminated by the Company without cause or by him for good reason (as defined in the agreement), in either case other than following a change in control (as defined in the agreement), the Company is obligated to continue to pay him his salary and provide him with certain benefits for a period equal to the remainder of the initial term or any one year renewal term, as the case may be, and to pay him within 30 days of the date of termination an amount equal to his target bonus opportunity for the year in which termination occurs times the number of whole or partial years remaining under the term.

     If within two years after a change in control of the Company, Mr. Heist’s employment is terminated by the Company without cause or by Mr. Heist for good reason, he will be entitled to the following compensation:

	(i)		an amount equal to three times his annual base salary in effect on the date of termination;
	(ii)		an amount equal to three times the sum of his target bonus opportunity in the year of termination and any contribution paid in such year by the Company to any 401(K) plan on his behalf; and
	(iii)		an amount equal to the present value, determined as of the date of termination, of the sum of all benefits that have accrued to him but have not vested under any retirement plan and all additional benefits which would have accrued to him under such retirement plan had he continued to be employed by the Company for 36 months after the date of termination.

     Upon any such termination following a change in control, the Company will provide Mr. Heist with a package of benefits substantially similar to those which he was receiving prior to the date of termination (or prior to the change in control, if greater). The Company shall also vest and accelerate the exercise date of all unvested stock options on the date of termination, and such options shall remain exercisable for the duration of their original terms. Mr. Heist also shall have one year following the change in control or the exercise of each option to sell to the Company shares of common stock acquired at any time upon exercise of an option at a price equal to the average market price of the common stock for the 30 trading days ending on or prior to the date of the change in control. Finally, if the change in control compensation described above, either alone or together with other payments to Mr. Heist from the Company, would constitute an excess parachute payment as defined in Section 280G of the Internal Revenue Code of 1986 (the “Code”), such compensation will be reduced to the largest amount that will result in no portion of the payments under the employment agreement being subject to the excise tax imposed by Section 4999 of the Code or being disallowed as deductions to the Company under Section 280G of the Code.

     No change in control compensation will be paid if the Company’s business is sold and Mr. Heist is offered employment by the purchaser upon substantially the same terms on which he worked for the Company, including change in control compensation. No change in control compensation is due upon Mr. Heist’s retirement or death or disability.

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     Mr. Heist’s agreement contains provisions relating to protection of the Company’s confidential information and intellectual property and noncompetition and nonsolicitation of Company employees during the term of this agreement and for two years following termination of employment in certain cases.

     No compensation or stock awards were issued to Mr. Heist upon the signing of this agreement.

     W. David Foster serves as Chief Executive Officer of the Company pursuant to an employment agreement entered into on September 1, 2000, that provides for his employment through December 31, 2003. Beginning in 2004, the employment agreement will renew annually from year to year, unless it is terminated in accordance with its provisions or unless either the Company or Mr. Foster gives notice of termination to the other at least six months in advance.

     Under the agreement, Mr. Foster was compensated at a base salary rate of $240,000 for 2000. For each year thereafter, his salary will be determined by the Compensation Committee of the Board of Directors, but in no event shall it be less then the annual salary that was payable to him for the preceding calendar year. Mr. Foster will be eligible to participate in any bonus program implemented by the Compensation Committee of the Board of Directors for senior executives of the Company, with pertinent terms and goals to be established annually or otherwise by the Compensation Committee.

     Under the employment agreement, management has agreed to use best efforts to have Mr. Foster nominated for a seat on the Board while he is employed by the Company. The agreement provides that his nomination and continuation as a director is subject to the will of the Board of Directors and the Company’s shareholders and that removal or non-election will not be a breach of the agreement.

     The Company can terminate Mr. Foster’s employment with cause immediately or without cause with 30 days advance notice. Mr. Foster may terminate his employment with the Company at any time with 30 days advance notice.

     If Mr. Foster’s employment is terminated as a result of his death or disability, the Company is obligated to continue to pay his salary and provide him with medical benefits for the lesser of twelve months or the balance of the term remaining under the employment agreement. If his employment is terminated by the Company without cause or by him for good reason, in either case other than following a change in control, the Company is obligated to continue to pay him his salary and provide him with certain benefits for a period equal to the remainder of the initial term or any one year renewal term, as the case may be, and to pay him within 30 days of the date of termination, an amount equal to his target bonus opportunity for the year in which termination occurs times the number of whole or partial years remaining under the term.

     If within two years after a change in control of the Company, Mr. Foster’s employment is terminated by the Company without cause or by Mr. Foster for good reason, he will be entitled to the following cash compensation:

	(i)		an amount equal to three times his annual base salary in effect on the date of termination;
	(ii)		an amount equal to three times the sum of his target bonus opportunity in the year of termination and any contribution paid in such year by the Company to any 401(K) plan on his behalf; and
	(iii)		an amount equal to the present value, determined as of the date of termination, of the sum of all benefits that have accrued to him but have not vested under any retirement plan and all additional benefits which would have accrued to him under such retirement plan had he continued to be employed by the Company for 36 months after the date of termination.

     Upon any such termination following a change in control, the Company will provide Mr. Foster with a package of benefits substantially similar to those which he was receiving prior to the date of termination (or prior to the change in control, if greater). The Company shall also vest and accelerate the exercise date of all unvested stock options on the date of termination, and such options shall remain exercisable for the duration of their original terms. Mr. Foster also shall have one year following the change in control or the exercise of each option to sell to the Company shares of common stock acquired at any time upon exercise of an option at a price equal to the average market price of the common stock for the 30 trading days ending on or prior to the date of the change in control.

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     Finally, if the change in control compensation described above, either alone or together with other payments to Mr. Foster from the Company, would constitute an excess parachute payment as defined in Section 280G of the Internal Revenue Code of 1986 (the “Code”), such compensation will be reduced to the largest amount that will result in no portion of the payments under the employment agreement being subject to the excise tax imposed by Section 4999 of the Code or being disallowed as deductions to the Company under Section 280G of the Code.

     No change in control compensation will be paid if the Company’s business is sold and Mr. Foster is offered employment by the purchaser upon substantially the same terms on which he worked for the Company, including change in control compensation. No change in control compensation is due upon Mr. Foster’s retirement or death or disability.

     In conjunction with the signing of the employment agreement, Mr. Foster was granted 30,000 restricted shares of common stock of the Company. These shares vest in three equal installments in January 2001 through 2003. So long as his employment agreement is in effect and he is not in breach thereof, Mr. Foster will be entitled to vote his restricted shares at meetings of the shareholders of the Company. If Mr. Foster’s employment terminates prior to any vesting date by reason of his disability or death, a change in control of the Company, termination without cause by the Company, or termination by Mr. Foster for good reason, all restricted shares will vest automatically at the time of such termination. If his employment terminates for any other reason, all unvested shares of restricted stock will be forfeited. The Company will pay Mr. Foster a cash amount equal to 66% of the fair market value of the restricted shares as they vest.

     Mr. Foster’s agreement contains provisions relating to protection of the Company’s confidential information and intellectual property and noncompetition and nonsolicitation of Company employees during the term of this agreement and for two years following termination of employment in certain cases.

     Kurt R. Moore serves as President and Chief Operating Officer of the Company pursuant to an employment agreement entered into on September 1, 2000, that provides for his employment through December 31, 2003. Beginning in 2004, the employment agreement will renew annually from year to year, unless it is terminated in accordance with its provisions or unless either the Company or Mr. Moore gives notice of termination to the other at least six months in advance.

     Under the agreement, Mr. Moore was compensated at a base salary rate of $200,000 for 2000. For each calendar year thereafter, his salary will be determined by the Compensation Committee of the Board of Directors, but in no event shall it be less then the annual salary that was payable to him for the preceding calendar year. Mr. Moore will be eligible to participate in bonus programs implemented by the Compensation Committee of the Board of Directors for senior executives of the Company, with pertinent terms and goals to be established annually or otherwise by the Compensation Committee.

     The Company can terminate Mr. Moore’s employment with cause immediately or without cause with 30 days advance notice. Mr. Moore may terminate his employment with the Company at any time with 30 days advance notice.

     If Mr. Moore’s employment is terminated as a result of his death or disability, the Company is obligated to continue to pay his salary and provide him with medical benefits for the lesser of twelve months or the balance of the term remaining under the employment agreement. If his employment is terminated by the Company without cause or by him for good reason, in either case other than following a change in control, the Company is obligated to continue to pay him his salary and provide him with certain benefits for a period equal to the remainder of the initial term or any one year renewal term, as the case may be, and to pay him within 30 days of the date of termination, an amount equal to his target bonus opportunity for the year in which termination occurs times the number of whole or partial years remaining in the term.

     If within two years after a change in control of the Company, Mr. Moore’s employment is terminated by the Company without cause or by Mr. Moore for good reason, he will be entitled to the following compensation:

	(i)		an amount equal to three times his annual base salary in effect on the date of termination;
	(ii)		an amount equal to three times the sum of his target bonus opportunity in the year of termination and any contribution paid in such year by the Company to any 401(K) plan on his behalf; and

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	(iii)		an amount equal to the present value, determined as of the date of termination, of the sum of all benefits that have accrued to him but have not vested under any retirement plan and all additional benefits which would have accrued to him under such retirement plan had he continued to be employed by the Company for 36 months after the date of termination.

     Upon any such termination following a change in control, the Company will provide Mr. Moore with a package of benefits substantially similar to those which he was receiving prior to the date of termination (or prior to the change in control, if greater). The Company shall also vest and accelerate the exercise date of all unvested stock options on the date of termination, and such options shall remain exercisable for the duration of their original terms. Mr. Moore also shall have one year following the change in control or the exercise of each option to sell to the Company shares of common stock acquired at any time upon exercise of an option at a price equal to the average market price of the common stock for the 30 trading days ending on or prior to the date of the change in control. Finally, if the change in control compensation described above, either alone or together with other payments to Mr. Moore from the Company, would constitute an excess parachute payment as defined in Section 280G of the Internal Revenue Code of 1986 (the “Code”), such compensation will be reduced to the largest amount that will result in no portion of the payments under the employment agreement being subject to the excise tax imposed by Section 4999 of the Code or being disallowed as deductions to the Company under Section 280G of the Code.

     No change in control compensation will be paid if the Company’s business is sold and Mr. Moore is offered employment by the purchaser upon substantially the same terms on which he worked for the Company, including change in control compensation. No change in control compensation is due upon Mr. Moore’s retirement or death or disability.

     In conjunction with the signing of the employment agreement, Mr. Moore was granted 30,000 restricted shares of common stock of the Company. These shares vest in three equal installments in January 2001 through 2003. So long as his employment agreement is in effect and he is not in breach thereof, Mr. Moore will be entitled to vote his restricted shares at meetings of the shareholders of the Company. If Mr. Moore’s employment terminates prior to any vesting date by reason of his disability or death, a change in control of the Company, termination without cause by the Company, or termination by Mr. Moore for good reason, all restricted shares will vest automatically at the time of such termination. If his employment terminates for any other reason, all unvested shares of restricted stock will be forfeited. The Company will pay Mr. Moore a cash amount equal to 66% of the fair market value of the restricted shares as they vest.

     Mr. Moore’s agreement contains provisions relating to protection of the Company’s confidential information and intellectual property and noncompetition and nonsolicitation of Company employees during the term of this agreement and for two years following termination of employment in certain cases.

     Vincent J. Lombardo serves as Vice President and Chief Financial Officer of the Company pursuant to an employment agreement entered into on January 21, 2002, that provides for his employment through December 31, 2003.

     Under the agreement, Mr. Lombardo will be compensated at a base salary rate of $140,000 for 2002. For 2003 his salary will be determined by the Compensation Committee of the Board of Directors, but in no event shall it be less than $140,000. Mr. Lombardo will be eligible to participate in bonus programs implemented by the Compensation Committee of the Board of Directors for senior executives of the Company, with pertinent terms and goals to be established annually or otherwise by the Compensation Committee. The target incentive amount for Mr. Lombardo’s bonus potential is 30% of his base salary.

     The Company has the right to terminate Mr. Lombardo’s employment upon his death or disability. Additionally, the Company can terminate Mr. Lombardo’s employment with cause immediately or without cause with 30 days advance notice. Mr. Lombardo may terminate his employment with the Company at any time with 30 days advance notice.

     If Mr. Lombardo’s employment is terminated without cause, by the executive for good reason, as a result of his death or disability or through a change in control of the Company, the Company is obligated to pay executive or his estate, (i) $140,000, if termination occurs in 2002 or (ii) the greater of 50% of his salary for 2003 or salary for the remainder of 2003, if this agreement is so terminated in 2003.

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     Mr. Lombardo’s agreement contains provisions relating to protection of the Company’s confidential information and intellectual property and noncompetition and nonsolicitation of Company employees during the term of this agreement and for one year following termination of employment in certain cases.

ITEM 2 – ADOPTION OF THE COMPANY’S RESTRICTED STOCK PLAN

     At the annual meeting, shareholders are being asked to consider and take action upon a proposal to approve the adoption by the Board of Directors of the Ablest Inc. Restricted Stock Plan (the “Stock Plan”). The full text of the Stock Plan is set forth as Appendix A hereto and shareholders are urged to refer to it for a complete description of the proposed plan. The following summary is qualified in its entirety by reference to the full text of the Stock Plan.

     The purpose of the Stock Plan is to promote the long-term growth and profitability of the Company by (i) providing executive officers and certain other key employees of the Company with incentives to improve stockholder values and contribute to the success of the Company and (ii) enable the Company to attract, retain and reward the best available persons for positions of substantial responsibility.

     The Stock Plan shall be administered by a committee consisting of at least two persons. Members of the committee shall be directors of the Company as are permitted by applicable laws and regulations. The committee shall be authorized to interpret the Stock Plan and adopt, amend, or rescind such rules and regulations for carrying out the Stock Plan as it may deem appropriate.

     Subject to an event of reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, distribution of assets or other change in corporate structure or shares, 250,000 shares of common stock of the Company may be issued pursuant to the Stock Plan. Such shares may be unissued or treasury. The maximum number of shares that may be issued to any single individual in any one year shall not exceed 25,000 shares.

     Participation in the Stock Plan is limited to executive officers, regional managers, division managers, the Director of Human Resources and the Director of Major Account Development of the Company.

     Commencing in fiscal 2002, a pool of shares for grants under the Stock Plan will be created by dividing eight percent (8%) of the previous fiscal year’s pre-tax income (as determined by the Committee in consultation with management and the Company’s independent auditors) by the average of the Fair Market Values of the common stock of the Company during a 30 trading day period commencing fifteen (15) trading days before and ending fifteen (15) trading days after the release of the Company’s earnings for such previous fiscal year.

     During each fiscal year that the Stock Plan is in effect, management of the Company will submit to the Committee a target for earnings before taxes as calculated in accordance with generally accepted accounting principles. If the actual earnings before taxes for a particular fiscal year meets or exceeds the target, as determined by the Committee after consultation with management and the Company’s independent auditors, the Committee shall issue to each participant restricted shares equal to the number of shares in the pool multiplied by a fraction the numerator of which is the cash bonus paid to the participant and the denominator of which is the total of cash bonuses paid to all participants for the year in question.

     With respect to each grant of restricted shares under the Stock Plan, one-third of the subject shares will become fully vested on the first anniversary of the date of grant, another one-third of the subject shares will become vested on the second anniversary of the date of grant, and the final one-third of the subject shares will become vested on the third anniversary of the date of grant.

     Except as otherwise provided by the Committee, in the event of a Change in Control or the termination of a grantee’s employment due to death, disability, retirement with the consent of the Committee, or termination without Cause by the Company, all restrictions on shares granted to such grantee shall lapse. On termination of a grantee’s employment for any other reason, including, without limitation, termination for Cause, all restricted shares subject to grants made to such grantee shall be forfeited to the Company.

     The Stock Plan shall commence effective with the first day of fiscal 2002, subject to approval by the holders of a majority of the Company’s outstanding common stock present at the meeting, (either in person or by proxy). Unless previously terminated, the Plan shall terminate at the close of business on the last day of fiscal year 2006.

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF ADOPTION OF THE ABLEST INC. RESTRICTED STOCK PLAN.

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

     The Compensation Committee is composed of three independent, non-employee directors. The committee approves the salaries of executive officers and monitors the various incentive remuneration plans currently in existence.

     The Company’s executive compensation program currently consists of two key elements: a base salary component and an annual bonus component. For fiscal 2001, the Company’s compensation programs were designed to attract and retain qualified executives by providing competitive salaries, incentive compensation plans and benefit programs.

     In fiscal 2001, Mr. Heist served as Chairman of the Board of Directors of the Company and until March 13, 2000, he also held the post of Chief Executive Officer. At that time and in conjunction with the sale of the Company’s industrial maintenance operations, Mr. W. David Foster was promoted to Chief Executive Officer from his previous position of President and Chief Operating Officer and Mr. Kurt R. Moore was promoted to President and Chief Operating Officer from his previous position of Executive Vice-President. Effective January 21, 2002, Mr. Lombardo was hired as Vice President and Chief Financial Officer of the Company.

     Salary Component

     Based on the Company’s performance and the general economic conditions that were prevalent at the end of 2001, there were no salary adjustments for executive officers of the Company for 2002. This compares to 2001 for which Mr. Heist received a salary adjustment of $5,000 or 2.1% and Mr. Foster received a salary adjustment of $10,000 or 4.2%. Salaries for the other executive officers of the Company for fiscal 2001 were increased by the Board of Directors based on recommendations made by Mr. Heist. These increases equaled approximately 5.0%.

     Bonus Component

     For fiscal 2001, the executive officers and other key management of the Company participated in an incentive compensation program that tied incentive compensation to an increase in earnings before taxes (“EBT”) over the prior year. The program required a minimum improvement of 20% in EBT over the prior year before a bonus was declared. If the improvement in EBT over the prior year was equal to 20%, then a bonus equal to 25% of the target incentive amount (“TIA”) was achieved. The TIA’s for executive officers were established at; 45% of base salary for Mr. Foster , 40% of base salaries for Messrs. Heist and Moore and 25% of base salary for Mr. Kashmanian. As the EBT percentage increases above the 20% improvement threshold, the percentage of TIA increases as well to a maximum of one times base salary. The program does not allow for any adjustments to EBT from that reported in the Company’s financial disclosures. There were no bonuses issued under this plan for fiscal 2001, as the stipulated level of EBT was not achieved.

     For fiscal 2002, the Compensation Committee established an EBT target of breakeven to be reached before a threshold bonus payment equal to 25% of the respective officer’s TIA is earned. The respective TIA’s will be fully earned at an EBT level equal to $1,000,000. For 2002, the TIA’s for Messrs Heist, Foster, Moore and Kashmanian remain the same as in 2001. The amount of bonus payable under the incentive plan is capped at 100% of the respective officer’s TIA. The TIA established for Mr. Vincent Lombardo, Vice President and Chief Financial Officer of the Company, is 30% of his base salary.

The Compensation Committee:

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REPORT OF THE AUDIT COMMITTEE

Audit Committee Report

     Pursuant to rules adopted by the Securities and Exchange Commission designed to improve disclosures related to the functioning of corporate audit committees and to enhance the reliability and credibility of financial statements of public companies, the Audit Committee of the Company’s Board of Directors submits the following report.

     The Board of Directors of the Company has adopted a written Audit Committee Charter, a copy of which was included as Appendix A to the 2001 proxy statement. All members of the Audit Committee are independent as defined in Section 121(A) of the American Stock Exchange’s listing standards.

     The Audit Committee has reviewed and discussed the audited financial statements for fiscal year 2001 with management and has discussed with the independent auditors the matters required to be discussed by SAS No. 61, “Codification of Statements on Auditing Standards, Communication with Audit Committees.”

     The Audit Committee has received disclosures from the independent auditors required by Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees,” and discussed with the independent auditors the auditors’ independence. The Audit Committee has considered whether the provision of non-audit services by the independent auditors is compatible with maintaining the auditors’ independence.

     Based on review and discussions of the audited financial statements for fiscal year 2001 with management and discussions with the independent auditors, the Audit Committee recommended to the Board of Directors that the audited financial statements for fiscal year 2001 be included in the Company’s Annual Report on Form 10-K for the year ended December 30, 2001, as filed with the Securities and Exchange Commission.

Audit fees

     The aggregate fees paid for professional services rendered by Arthur Andersen LLP the Company’s independent auditors for fiscal 2001, for the audit of the Company’s financial statements for the year ended December 30, 2001, and the reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q for the year ended December 30, 2001, were $45,000.

     Additionally, the Company made payments to KPMG LLP totaling $52,950 in fiscal 2001 as payment for services rendered in conjunction with their audit of the Company’s fiscal 2000 financial statements.

Financial information systems design and implementation fees

     No information technology or other consulting services were rendered to the Company by Arthur Andersen, LLP during the year ended December 30, 2001.

All other fees

     The aggregate fees billed for all non-audit services, representing fees for tax-related services and audits of the Company’s Pension and 401(K) plans, rendered by Arthur Andersen LLP during the year ended December 30, 2001, were $31,850.

     Additionally, the Company made payments to KPMG LLP totaling $57,450 in fiscal 2001 as payment for services rendered in conjunction with the preparation and filing of the Company’s fiscal 2000 year end tax returns.

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INDEPENDENT PUBLIC ACCOUNTANTS

     Arthur Andersen LLP audited the Company’s financial statements for the fiscal year ended December 30, 2001 and has been selected by the Board of Directors to audit the Company’s financial statements for the current fiscal year. The Board of Directors and the Audit Committee are aware of recent events concerning Arthur Andersen LLP and have reviewed these matters with representatives of the firm. Based on these discussions, the Board of Directors and the Audit Committee continue to recommend the appointment of Arthur Andersen LLP as the Company’s auditor for the current fiscal year. The Board of Directors and the Audit Committee will continue to monitor the ongoing developments at Arthur Andersen LLP and, in their discretion, may change the appointment at any time during the year if they determine that such a change would be in the best interest of the Company and its shareholders.

     Fiscal 2001 was the first year that Arthur Andersen LLP audited the Company’s financial statements after being selected by the Board of Directors on March 28, 2001 to succeed KPMG LLP as the Company’s independent accountants.

     KPMG LLP’s reports on the consolidated financial statements for the past two years contained no adverse opinions or disclaimers of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

     During the Registrant’s fiscal years ended December 31, 2000 and December 26, 1999 the accountant’s reports were unqualified and there were no disagreements with the accountants on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedure which would have caused the accountants to make reference in their report to such disagreements if not resolved to their satisfaction.

     Prior to March 2001, the Registrant had not consulted with Arthur Andersen LLP on items which involved the Registrant’s accounting principles or the type of audit opinion to be issued on the Registrant’s consolidated financial statements, but did discuss with Arthur Andersen LLP its engagement fees and standard engagement terms for serving as the Registrant’s auditors.

     A representative of Arthur Andersen LLP will be present at the meeting and will be given the opportunity to make a statement if he or she desires to do so and to respond to shareholder questions.

UNITED STATES EMPLOYEES’ PENSION PLAN

     In fiscal 1986, the Company established the C.H. Heist Corp. United States Employees’ Pension Plan, a defined benefit retirement plan for the benefit of its eligible non-bargaining unit United States employees and their beneficiaries. In fiscal 1996, the company established the Ablest Service Corp. United States Employees’ Pension Plan to serve the staffing services segment’s employees. These plans were funded entirely by Company contributions and administered by trustees appointed by the Company. All of the executive officers listed in the Summary Compensation Table participated in one or the other of these plans.

     Effective November 30, 1999, the Company terminated the defined benefit retirement plans. All regulatory authorizations have been received and the Company’s pension provider completed the final distribution of the actuarial benefit to each plan participant on May 28, 2001.

COMMON STOCK PERFORMANCE

     The stock performance graph presented on the following page compares performance of the common stock of the Company to the Standard and Poors 500 Index (a broad market index) and a peer group index.

     The peer group consists of four publicly traded companies that are principally engaged in the staffing services industry. These companies are Headway Corporate Resources, Inc., Joule, Inc., SOS Staffing and RemedyTemp, Inc.

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BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Under the securities laws of the United States, the Company’s directors, its executive officers, and any persons holding more than 10% of its common stock are required to report their ownership of the Company’s common stock and any changes in that ownership to the Securities and Exchange Commission. Specific due dates for these reports have been established, and the Company is required to report in this Proxy Statement any failure to file by these dates during 2001. To the Company’s knowledge, based solely on review of the copies of such reports furnished to the Company and written representations that no other reports are required, during the 2001 fiscal year all of these filing requirements were satisfied by the Company’s directors, officers and 10% shareholders.

ANNUAL REPORT

     The Annual Report to Shareholders of the Company, including Form 10-K, for the fiscal year ended December 30 2001, is included with this proxy solicitation material.

SHAREHOLDER PROPOSALS

     Any shareholder proposal intended to be presented at the Company’s 2003 Annual Meeting of Shareholders must be received by the Company at its principal corporate offices by the close of business on December 6, 2002, in order to be timely received for inclusion in the Company’s proxy statement and form of proxy for that meeting.

     If a shareholder intends to raise at the Company’s annual meeting in 2003 a proposal that he or she does not seek to have included in the Company’s proxy statement, the shareholder must notify the Company of the proposal on or before February 19, 2003. If the shareholder fails to notify the Company, the Company’s proxies will be permitted to use their discretionary voting authority with respect to such proposal when and if it is raised at such annual meeting, whether or not there is any discussion of such proposal in the proxy statement for the annual meeting in 2003.

OTHER MATTERS

     As provided under Delaware law and the Company’s Certificate of Incorporation, broker non-votes and abstaining votes will not be counted in favor of, or against, election of any nominee for director. With respect to the adoption of the Ablest Inc. Restricted Stock Plan, broker non-votes will not be treated as present at the meeting and abstaining votes will be counted as present at the meeting and in effect will be a vote against adoption of the plan.

     The Company is unaware of any matter, other than those mentioned above, that will be brought before the meeting for action. If any other matters are brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.

     It is important that your proxy be returned promptly no matter how small or how large your holding may be. Shareholders who do not expect to attend in person are urged to execute and return the enclosed form of proxy. Shares represented by each proxy will be voted as directed, but if not otherwise specified will be voted for the election of the nominees for directors.

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Appendix A

ABLEST INC.

RESTRICTED STOCK PLAN

1). Purpose.

The plan shall be known as the Ablest Inc. Restricted Stock Plan (the “Plan”). The purpose of the Plan shall be to promote the long-term growth and profitability of Ablest Inc. (the “Company”) and its subsidiaries by (i) providing executive officers and certain other key employees of the Company and its subsidiaries with incentives to improve stockholder values and contribute to the success of the Company and (ii) enabling the Company to attract, retain and reward the best available persons for positions of substantial responsibility.

2). Definitions.

	(a) “Beneficial Owner” shall have the meaning provided in Rule 13d-3 promulgated under the Exchange Act.
	(b) “Cause” means the occurrence of one of the following:

	(i) Conviction for a felony or for any crime or offense lesser than a felony involving the property of the Company or a subsidiary.
	(ii) Conduct that has caused demonstrable and serious injury to the Company or a subsidiary, monetary or otherwise, as evidenced by a final determination of a court or governmental agency of competent jurisdiction in effect after exhaustion or lapse of all rights of appeal.
	(iii) Gross dereliction of duty or other grave misconduct, as determined by the Company.

	(c) “Change in Control” means any of the following events:

	(i) any “Person”, other than Clydis D. Heist and her lineal descendants and any trusts for the benefit of her lineal descendants (collectively, the “Heist Family”), and other than any trustee or fiduciary on behalf of any Company benefit plan, becomes the “Beneficial Owner” of securities of the Company having at least 25% of the voting power of the Company’s then outstanding securities (unless the event causing the 25% threshold to be crossed is an acquisition of securities directly from the Company) but only if at the time of such person becoming the beneficial owner of the requisite voting power, the Heist Family no longer holds a majority of the outstanding shares; or
	(ii) the shareholders of the Company shall approve any merger or other business combination of the Company, or any going private transaction subject to Rule 13e-3 of the rules and regulations promulgated under the Exchange Act, or any sale of all or substantially all of the Company’s assets in one or a series of related transactions or any combination of the foregoing transactions (the “Transactions”), other than a Transaction immediately following which the shareholders of the Company immediately prior to the Transaction own greater than 50% of the voting securities of the surviving company (or its parent) (and, in a sale of assets, of the purchaser of the assets) immediately following the Transaction; or
	(ii) within any 24 month period, the persons who were directors immediately before the beginning of such period (the “Disinterested Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of a successor to the Company. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be a Disinterested Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Disinterested Directors (so long as such director was not nominated by a person who has entered into an agreement or threatened to effect a Change of Control).

	(d) “Disability” means a permanent and total disability as defined in Section 72(m)(7) of the Internal Revenue Code of 1986, as amended.

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	(e) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

	(f) “Fair Market Value”of common stock of the Company shall mean, with respect to the date in question, the average of the high and low sale prices of a share of such stock on the American Stock Exchange, or if the Company’s common stock is not traded on such exchange, or otherwise traded publicly, the value determined, in good faith, by the Company.

	(g) “Retirement” means termination of one’s employment with the approval of the Committee.

	(h) “Subsidiary” and “subsidiaries” mean a corporation or corporations of which outstanding shares representing 50% or more of the combined voting power of such corporation or corporations are owned directly or indirectly by the Company.

3). Administration.

The Plan shall be administered by a committee (the “Committee”) consisting of at least two persons. Members of the Committee shall be such directors of the Company as are permitted by applicable laws and regulations. Subject to the provisions of the Plan, the Committee shall be authorized to interpret the Plan and adopt, amend, or rescind such rules and regulations for carrying out the Plan as it may deem appropriate. Decisions of the Committee on all matters relating to the Plan shall be in the Committee’s sole discretion and shall be conclusive and binding on all parties, including the Company, its stockholders, and the participants in the Plan. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with applicable federal and state laws and rules and regulations promulgated pursuant thereto.

4). Shares Available for the Plan.

Subject to adjustments as provided in Section 11, an aggregate of 250,000 shares of common stock of the Company (hereinafter the “shares”) may be issued pursuant to the Plan. Such shares may be unissued or treasury shares. If any grant under the Plan expires or terminates unexercised, becomes unexercisable or is forfeited as to any shares, such unpurchased or forfeited shares shall thereafter be available for further grants under the Plan.

5). Participation.

Participation in the Plan shall be limited to executive officers of the Company, regional managers, division managers, the Director of Human Resources, and the Director of Major Account Development of the Company. Nothing in the Plan or in any grant thereunder shall confer any right on an employee to continue in the employ of the Company or shall interfere in any way with the right of the Company to terminate such employee at any time.

The maximum number of restricted shares that may be granted to any single individual in any one calendar year shall not exceed 25,000 shares.

6). Restricted Share Grants.

Commencing in fiscal 2002, a pool of shares for grants under the Plan will be created by dividing eight percent (8%) of the previous fiscal year’s pre-tax income (as determined by the Committee in consultation with management and the Company’s independent auditors) by the average of the Fair Market Values of the common stock of the Company during a 30 trading day period commencing fifteen (15) trading days before and ending fifteen (15) trading days after the release of the Company’s earnings for such previous fiscal year.

During each fiscal year that the Plan is in effect, management of the Company will submit to the Committee a target for earnings before taxes as calculated in accordance with generally accepted accounting principles. If the actual earnings before taxes for a particular fiscal year meets or exceeds the target, as determined by the Committee after consultation with management and the Company’s independent auditors, the Committee shall issue to each participant restricted shares equal to the number of shares in the pool multiplied by a fraction the numerator of which is the cash bonus paid to the participant and the denominator of which is the total of cash bonuses paid to all participants for the year in question.

The Committee, after appropriate consultation with management and the Company’s independent auditors, reserves the right to adjust the final calculation of earnings before taxes if there occurs an unusual event during the fiscal year in question that has a material impact upon the Company’s earnings.

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With respect to each grant of restricted shares under the Plan, one-third of the subject shares will become fully vested on the first anniversary of the date of grant, another one-third of the subject shares will become vested on the second anniversary of the date of grant, and the final one-third of the subject shares will become vested on the third anniversary of the date of grant.

Each participant will be required to deposit shares with the Company during the period of any restriction thereon and to execute a blank stock power therefor.

Except as otherwise provided by the Committee, in the event of a Change in Control or the termination of a grantee’s employment due to death, Disability, retirement with the consent of the Committee, or termination without Cause by the Company, all restrictions on shares granted to such grantee shall lapse. On termination of a grantee’s employment for any other reason, including, without limitation, termination for Cause, all restricted shares subject to grants made to such grantee shall be forfeited to the Company.

7). Withholding of Taxes.

The Company may require, as a condition to any grant under the Plan or to the delivery of certificates for shares issued hereunder, that the grantee pay to the Company, in cash, any federal, state or local taxes of any kind required by law to be withheld with respect to any grant or any delivery of shares. The Committee, in its sole discretion, may permit participants to pay such taxes through the withholding of shares otherwise deliverable to such participant in connection with such grant or the delivery to the Company of shares otherwise acquired by the participant. The Fair Market Value of shares withheld by the Company or tendered to the Company for the satisfaction of tax withholding obligations under this section shall be determined on the date such shares are withheld or tendered. The Company, to the extent permitted or required by law, shall have the right to deduct from any payment of any kind (including salary or bonus) otherwise due to a grantee any federal, state or local taxes of any kind required by law to be withheld with respect to any grant or to the delivery of shares under the Plan, or to retain or sell without notice a sufficient number of the shares to be issued to such grantee to cover any such taxes, provided that the Company shall not sell any such shares if such sale would be considered a sale by such grantee for purposes of Section 16 of the Exchange Act.

8). Written Agreement.

Each participant to whom a grant is made under the Plan shall enter into a written agreement with the Company that shall contain such provisions, consistent with the provisions of the Plan, as may be established by the Committee.

9). Listing and Registration.

If the Committee determines that the listing, registration, or qualification upon any securities exchange or under any law of shares subject to any grant is necessary or desirable as a condition of, or in connection with, the granting of same, no such shares may be issued unless such listing, registration or qualification is effected free of any conditions not acceptable to the Committee.

10). Transfer of Employee.

Transfer of an employee from the Company to a subsidiary, from a subsidiary to the Company, and from one subsidiary to another shall not be considered a termination of employment. Nor shall it be considered a termination of employment if an employee is placed on military or sick leave or such other leave of absence which is considered as continuing intact the employment relationship; in such a case, the employment relationship shall be continued until the date when an employee’s right to reemployment shall no longer be guaranteed either by law or by contract.

11). Adjustments.

In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, distribution of assets, or any other change in the corporate structure or shares of the Company, the Committee shall make such adjustments as it deems appropriate in the number and kind of shares reserved for issuance under the Plan, and in the number and kind of shares covered by grants made under the Plan.

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12). Termination and Modification of the Plan.

The Board of Directors, without further approval of the shareholders, may modify or terminate the Plan and from time to time may suspend, and if superseded, may reinstate any or all of the provisions of the Plan, except that no modification, suspension or termination of the Plan may, without the consent of the grantee affected, alter or impair any grant previously made under the Plan.

The Committee shall be authorized to make minor or administrative modifications to the Plan as well as modifications to the Plan that may be dictated by requirements of federal or state laws applicable to the Company or that may be authorized or made desirable by such laws.

13). Commencement Date; Termination Date.

The Plan shall commence effective with the first day of fiscal 2002, subject to approval by the holders of a majority of the Company’s outstanding common stock on or before the end of such fiscal year. Unless previously terminated, the Plan shall terminate at the close of business on the last day of fiscal year 2006.

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ABLEST INC.
ANNUAL MEETING

The Tides at Feather Sound Building
1901 Ulmerton Road, Suite 300
Clearwater, Florida 33762

Thursday — May 23, 2002
11:30 a.m. Eastern Daylight Savings Time

PROXY

ABLEST INC.
1901 Ulmerton Road, Suite 300
Clearwater, Florida 33762

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned hereby appoints CHARLES H. HEIST and W. DAVID FOSTER as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote as designated below, all of the common shares of ABLEST INC., held of record by the undersigned on April 1, 2002, at the annual meeting of the shareholders to be held on May 23, 2002, or any adjournment thereof.

1. ELECTION OF DIRECTORS

NOMINEES: Charles H. Heist, W. David Foster, Charles E. Scharlau, Ronald K. Leirvik, Donna R. Moore and Richard W. Roberson.

(INSTRUCTION: To withhold authority to vote for any individual nominee, write that nominee’s name in the space provided below.)

2. ADOPTION OF THE ABLEST INC. RESTRICTED STOCK PLAN

3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

     This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY.