10-K

TABLE OF CONTENTS

PART I
	ITEM 1. Business
	ITEM 2. Properties
	ITEM 3. Legal Proceedings
	ITEM 4. Submission of Matters to a Vote of Security Holders
PART II
	ITEM 5. Market for Registrant’s Common Equity and Related Stockholder Matters
	ITEM 6. Selected Financial Data
	ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	ITEM 7A. Quantitative and Qualitative Disclosure About Market Risk
	ITEM 8. Financial Statements and Supplemental Data
Independent Auditors’ Report
Consolidated Balance Sheets
Consolidated Statements of Operations
Statement of Stockholders' Equity
Consolidated Statements of Cash Flows
Consolidated Statements of Cash Flows, continued
Notes to Consolidated Financial Statements
	ITEM 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
PART III
	ITEM 10. Directors and Executive Officers of the Registrant
	ITEM 11. Executive Compensation
	ITEM 12. Security Ownership of Certain Beneficial Owners and Management
	ITEM 13. Certain Relationships and Related Transactions
PART IV
	ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
	Schedule II - Valuation Account
Agreement and Plan of Merger by Ablest
Certificate of Incorporation of the Registrant
By-laws of the Registrant adopted
Letter amendment dated Feburary 2, 2001
Independent Directors' Stock Option Plan
Option to Ownership Plan
Three year employment agreements
Subsidiaries of Registrant
Consent of KPMG to Incorporation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)
(X)	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
	EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000.
	OR
(  )	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
	EXCHANGE ACT OF 1934.

Commission file number: 0-7907

ABLEST INC.
(Exact name of registrant as specified in its charter)

Delaware	65-0978462
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
1901 Ulmerton Road, Suite 300, Clearwater, Florida	33762
(Address of principal executive offices)	(Zip Code)

(727) 299-1200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $.05 par value
(Title of Class)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  X 
No ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements, incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K ( ).

1

The aggregate market value of the Registrant’s common shares held by non-affiliates at March 8, 2001 was approximately $5,697,000.

The number of common shares of the Registrant outstanding at February 28, 2001 was 2,937,529.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated by reference in the following part of this report: Part III — the Registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission and used in connection with the solicitation of proxies for the Registrant’s annual meeting of shareholders to be held on May 10, 2001.

2

PART I

ITEM 1. Business

General.

Prior to March 13, 2000, the Company operated as C. H. Heist Corp. with two service segments: Staffing Services and Industrial Maintenance.

On March 13, 2000, the Company sold substantially all of the assets of its United States industrial maintenance business and the stock of its Canadian subsidiary, C. H. Heist Ltd., to Onyx Industrial Services, Inc. (Onyx). For the fiscal years reported herein, the Company’s industrial maintenance business is being reported as a discontinued operation. See note 2 to the Consolidated Financial Statements included under item 8 to this report on Form 10-K for additional information on the discontinued operations.

Also on March 13, 2000, following the sale of the Company’s industrial maintenance business to Onyx, the Company was reincorporated in Delaware, changed its name to Ablest Inc. and became a pure-play staffing services company.

On January 1, 2001, Ablest Service Corp, Milestone Technologies Inc. and P.L.P. Corp (part of the discontinued operations) merged into Ablest Inc. to form a single operating company under the Ablest Inc. name. See note 14 to the Consolidated Financial Statements included under item 8 to this report on Form 10-K for additional information on the re-incorporation.

Staffing Services

The Company supplies staffing services in the United States. Staffing services are principally provided through 54 offices currently located in the Eastern United States and selected Southwestern markets with the capability to supply staffing services for the clerical, industrial and technical needs of their customers. Ablest does not service any specific industry or field; instead, its services are provided to a broad-based customer list.

On April 13, 1998, Ablest purchased 100% of the common stock of Milestone Technologies, Inc., an information technology staffing services provider in the Phoenix, Arizona metropolitan area. On November 17, 1998, Ablest purchased certain assets from SoftWorks International Consulting, Inc., an information technology staffing provider in the Denver, Colorado metropolitan area. See note 11 to the Consolidated Financial Statements included under item 8 to this report on Form 10-K for additional information on acquisitions.

The staffing services business is highly competitive. There are numerous local, regional and national firms principally engaged in offering such services. The primary competitive factors in the staffing services field are quality of service, reliability of personnel and price.

3

Industry Segments and Service Activities. The following table is a summary of information relating to the Company’s operations in its two industry segments for each of the Company’s last three fiscal years: The discontinued operation noted refers to the Company’s former industrial maintenance operations.

		Fiscal Year Ended
(In thousands)		Dec. 31,			Dec. 26,			Dec. 27,
		2000			1999			1998
Revenues from Unaffiliated Customers:
	Staffing Services	$	103,435			98,094			78,471
	Discontinued Operation		12,565			54,317			57,176
Operating Income (Loss):
	Staffing Services		1,193			(3,459	)		1,893
	Discontinued Operation		(15	)		(2,991	)		(350	)
Identifiable Assets:
	Staffing Services		21,696			22,639			25,603
	Discontinued Operation		1,276			31,308			27,134

The following table sets forth the approximate percentages of revenues by service activity within the Company’s two operating segments for the continuing operations for each of the Company’s last three fiscal years:

(In thousands)	Fiscal Year Ended
	Dec. 31,			Dec. 26,			Dec. 27,
Staffing Services Revenues	2000			1999			1998
Commercial Staffing		85	%		78	%		76	%
Information Technology Staffing		15	%		22	%		24	%

Working Capital. By virtue of the nature of the Company’s business, the attainment and maintenance of high levels of working capital is not required, other than to meet debt requirements as disclosed in Note 6 to the Consolidated Financial Statements shown under item 8 to this Form 10-K.

Backlog. In view of the fact that the Company’s services are primarily furnished pursuant to purchase orders or on a call basis, backlog is not material.

Employees. The ongoing staffing business comprises approximately 4,561 persons, 186 of which were full time at December 31, 2000. The Company considers its employee relations to be satisfactory.

Canadian Operations. Up through March 13, 2000, the Company’s former industrial maintenance business included operations in Canada. In connection with the sale of the industrial maintenance business all of the common stock of the Company’s Canadian Subsidiary, C. H. Heist, Ltd., was sold to Onyx Industrial Services, Inc. The operations of the Canadian subsidiary, up through the sale date, are included with the discontinued operations. See note 2 to the Consolidated Financial Statements included under item 8 to this report on Form 10-K for additional information on the discontinued operations.

4

Executive Officers of Registrant

(a) Identification. The Company’s executive officers are:

				Served as
			Position and Office	Executive
Name	Age		with Registrant	Officer Since
Charles H. Heist		50	Chairman of the Board of		1978
			Directors and acting Chief Financial
			Officer
W. David Foster		66	Chief Executive Officer		1976
Kurt R. Moore		41	President and Chief		1991
			Operating Officer
Mark P. Kashmanian		45	Treasurer, Secretary and Chief		1996
			Accounting Officer

Through March 12, 2000, the following individuals were also executive officers of the Company and have since left the Company to either join Onyx Industrial Services or to seek other business opportunities: Duane F. Worthington, Vice President U.S. Operations, C. H. Heist Corp.; Andrew R. Crowe, Jr., Vice President and Chief Operating Officer, C. H. Heist, Ltd. and Christopher H. Muir, Vice President Marketing and Sales, C. H. Heist Corp.

(b)	Arrangements and Understandings. There are no arrangements or understandings pursuant to which the above officers were elected.
(c)	Family Relationships. None of the officers has any family relationship with any other officer of the Company.

5

ITEM 2. Properties

The Company currently leases 13,724 square feet of office space in Clearwater, Florida that serves as its corporate headquarters. Fifty-eight additional facilities are leased at rentals and under terms and conditions prevailing in the various service locations. The Company considers all of its offices and facilities suitable and adequate for servicing its customers.

As part of the industrial maintenance asset sale, the Company’s administrative facility in Buffalo, New York was sold to Onyx Industrial Services, Inc. The services performed by the administrative group were relocated into the new corporate leased facility in Clearwater, Florida. The Company’s former executive office building, located in Clearwater, Florida, was also sold during 2000. The services performed by the executive group were relocated as well to the new corporate headquarters.

ITEM 3. Legal Proceedings

The Company is subject, from time to time, to claims encountered in the normal course of business. In the opinion of management, the resolution of all pending matters will not have a material adverse effect on the Company’s financial condition or liquidity.

ITEM 4. Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of security holders of the Company during the fourth quarter of fiscal 2000.

A special meeting of security holders was held on March 6, 2000, to vote on and approve the sale of the Company’s industrial maintenance business to Onyx Industrial Services, Inc. and the re-incorporation of the Company in Delaware as Ablest Inc. Both resolutions were passed with more than the required two-thirds majority.

6

PART II

ITEM 5. Market for Registrant’s Common Equity and Related Stockholder Matters

(a)(i) Market for Registrant’s Common stock:

The Company’s common stock currently trades on the American Stock Exchange under the symbol “AIH”. For the period from March 13, 2000 to November 20, 2000 the Company’s common stock was traded under the symbol “ABI”. Prior to March 13, 2000 the common stock was traded under the symbol “HST”.

(a)(ii) Price Range of Common Stock:

The price ranges applicable to the common shares during each quarter of the years ended December 31, 2000 and December 26, 1999, are as follows:

	2000				1999
	High		Low		High		Low
1st Quarter	$	8.75	$	5.75	$	7.25	$	6.25
2nd Quarter		6.25		4.50		6.75		6.375
3rd Quarter		5.875		4.125		6.625		6.125
4th Quarter		6.00		4.125		6.625		5.625

(b) Approximate Number of Common Shareholders:

On December 31, 2000, there were 523 registered shareholders.

(c) Dividends:

The Company currently does not pay a dividend on its common shares.

ITEM 6. Selected Financial Data
               (In thousands, except per share data)

Fiscal Year Ended December		2000		1999*			1998*		1997*		1996*
Net service revenues		$	103,435		98,094			78,471		63,268		49,514
Net earnings (loss) from continuing operations		$	592		(3,956	)		876		163		890
Earnings (loss) per common share from Continuing operations:
	Basic and diluted	$	.21		(1.37	)		.30		.06		.31
Total assets		$	24,994		44,009			53,340		41,838		38,764
Long-term debt		$	—		15,950			16,050		8,755		6,492

• Restated to reflect discontinued operations, which are more fully discussed in note 2 to the consolidated financial statements.

7

The following summarizes quarterly operating results:

2000 Quarters		1st		2nd		3rd		4th
Net service revenues		$	25,893		24,906		26,139		26,497
Gross profit			5,872		5,557		5,813		5,592
Operating income (loss)			117		264		763		49
Net earnings (loss) from continuing operations			75		141		425		(49	)
Earnings (loss) per common share from Continuing operations:
	Basic and diluted	$	.03		.05		.15		(.02	)

1999 Quarters *		1st			2nd		3rd		4th
Net service revenues		$	21,682			23,262		25,432		27,418
Gross profit			4,913			5,292		5,859		6,145
Operating income (loss)			130			337		706		(4,632	)
Net earnings (loss) from continuing operations			(9	)		109		365		(4,421	)
Earnings (loss) per common share from Continuing operations:
	Basic and diluted	$	(.00	)		.04		.13		(1.53	)

* Restated to reflect discontinued operations, which are more fully discussed in note 2 to the consolidated financial statements.

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Statements made in this discussion, other than those concerning historical information, should be considered forward-looking and subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated.

On March 13, 2000, C.H. Heist Corp. sold substantially all of the assets of its United States industrial maintenance business and the stock of C. H. Heist Corp.’s wholly owned Canadian subsidiary, C.H. Heist, Ltd., to Onyx Industrial Services, Inc. Taken together, these assets comprised substantially all of the assets of C. H. Heist Corp.’s industrial maintenance operations. Included in the sale was the C. H. Heist Corp.’s administrative and warehousing facility in Buffalo, New York. Also on March 13, 2000, C. H. Heist Corp. merged into a newly formed company, Ablest Inc. (the Company), and was re-incorporated in the state of Delaware.

For financial reporting purposes, the Company’s former industrial maintenance business is being reported as a discontinued operation. The following discussions and analysis of operations and financial condition pertain to the Company’s staffing services business, which constitutes the continuing operation. A separate section labeled “Discontinued Operations’ is included at the end of this discussion and pertains to the disposal of the industrial maintenance business.

8

For the fiscal year ended December 31, 2000, compared to December 26, 1999.

Fiscal Year 2000 was comprised of 53 weeks compared to 52 weeks in fiscal 1999.

Results of Operations:

Service revenues increased by $5.3 million or 5.4% to $103.4 million from $98.1 million for the year ended December 31, 2000 compared to the year ended December 26, 1999.

Service revenue in the Company’s commercial staffing services segment increased by $11.6 million or 15.3% to $88.2 million from $76.6 million for the current year compared to one year earlier. Of this amount $12.0 million was from seven offices opened in fiscal 1999 and six offices opened in fiscal 2000. All of the branches opened in the prior fiscal year were profitable in the current fiscal year and three of the six offices opened in 2000 were profitable for the period ending December 31, 2000. Increases in service revenue for this segment were generated by the Company’s Vendor-on-Premises programs (Point Source) that were secured and started in the current year.

Service revenues in the Company’s information technology staffing segment decreased by $6.3 million or 29.4% to $15.2 million from $21.5 million for the current year compared to one year earlier. This decline reflects the continued post Y2K industry-wide slowdown in information technology spending. Ablest Technology Services is in the process of shifting from its original focus of primarily servicing low-end solutions work toward applications where trained professionals are scarce but generate higher margins. Additionally, managerial and structural changes have been made to this segment during fiscal 2000 to position it to take advantage of the changing marketplace for information technology services in 2001 and to endeavor to halt the decline that has occurred in this segment over the past 18 months.

Gross profit dollars increased by $625,000 or 2.8% to $22.8 million from $22.2 million for the current year compared to 1999. Gross profit margin declined to 22.1% from 22.6% over the same period. The increase in gross profit dollars is primarily the result of the increased service revenue generated by the commercial staffing segment, which was partially offset by the decline in service revenues from the information technology staffing segment. The decline in gross profit margin is primarily the result of the increase in Point Source programs noted previously that generate lower margins on higher volumes. These programs generally require the use of tiered staffing suppliers on a direct passthrough basis. Billings for these services were approximately $1.5 million in 2000 compared to $456,000 in 1999. Without these passthrough services the gross profit margin would have been 22.4% in the current year compared to 22.7% in 1999. In addition, the demand for full time placements, which produce higher gross margins, was less in 2000.

Selling, general and administrative expenses, inclusive of amortization expense, increased to $21.6 million from $20.6 million for fiscal 2000 compared to 1999. As a percentage of service revenues selling, general and administrative expenses declined to 20.9% from 21.0%. Contributing to the increase in selling, general and administrative expense dollars were transitional expenses associated with the closing and subsequent relocation of the Company’s administrative office in Buffalo, New York to the new leased corporate facilities in Clearwater, Florida, during the first half of 2000. Selling, general and administrative expenses during the second half of 2000 declined by $266,000 over the same period one year earlier. This decline is partly attributed to a leveling-off of corporate expenses as the company settled into its new corporate facility. In addition, adjustments were made in the Company’s information technology staffing segment to right size the operation to the level of activity being generated. Also contributing was a decrease in amortization expense of $358,000 in the current year compared to 1999. This decrease is the result of the intangible asset impairment charge taken by the Company in the fourth quarter of fiscal 1999. The remaining intangible assets were reviewed at year-end and found to adequately support projected cash flows.

9

Results of Operations, continued:

Other income (expense) net improved in the current year by $443,000 to $14,000 compared to a net other expense of $429,000 for fiscal 1999. In March, the company used a portion of proceeds from the sale of its industrial maintenance business to pay off its revolving term debt. The result was a decline in interest expense of $404,000 in the current year compared to 1999.

The effective tax rate is 50.9% for the current year. The effective tax rate is the result of the multiple taxing jurisdictions in which the company operates and the non-deductibility for tax purposes, of certain expenses incurred by the Company. Additionally, changes in estimates of previously recognized tax benefits also increased the current year effective tax rate.

Financial Condition:

The following information is provided as of December 31, 2000.

The quick ratio was 2.9 to 1 compared to 1.6 to 1 at December 26, 1999, and the current ratio was 3.5 to 1 compared to 1.8 to 1 for the same respective periods. Net working capital increased by $6.2 million during the current year. Contributing to this increase was an increase in accounts receivable of $1.1 million and an increase in deferred income taxes of $1.4 million. Also contributing to the increase in working capital was a reduction in accounts payable of $1.0 million and a reduction in accrued expenses and other current liabilities of $2.5 million. The increase in accounts receivable is associated with the increase in service revenues in the Company’s commercial staffing segment while the increase in current deferred tax assets is a result of increases in the Company’s reserves for its retrospective insurance program and in deferred taxes associated with the sale of the Company’s industrial maintenance business. The reduction in accounts payable is the result of the inclusion of certain trade accounts payable related to the sale of the industrial maintenance business to Onyx. Accrued expenses decreased primarily as a result of the payment of the Company’s prior year retrospective insurance adjustment and the payment of accrued incentive compensation from the prior year. Reference should be made to the consolidated statement of cash flows, which details the sources and uses of cash.

Open credit commitments were $19.85 million at December 31, 2000. A portion of the proceeds from the sale of the industrial maintenance business was used to pay off the Company’s then outstanding debt in its entirety in March 2000. Effective for 2001, the Company’s revolving term loan agreement was reduced to $5.0 million and is set to mature on August 1, 2001. The Company is in the process of replacing the existing credit facility and anticipates availability of a new facility by July 31, 2001.

Capital expenditures for 2000 were $1.0 million. Of this amount $569,000 was for computer hardware, software and office automation systems, $186,000 was for leasehold improvements and the balance was for furniture and fixtures.

It is anticipated that existing funds and cash flows from operations will be sufficient to cover working capital needs and capital expenditures for 2001.

Discontinued Operations:

During the current fiscal year, an adjustment was made to the previously recorded loss on sale of discontinued operations to reconcile amounts previously recorded against continuing operations but which pertained to the discontinued operations. Expenditures associated with the winding down of the discontinued operations were charged against the various reserves established at the measurement date of September 26, 1999. At that time, reserves were established for an anticipated loss on the sale of discontinued operations, holding period losses, severance payments and transactional expenses. Management believes that balances

10

Discontinued Operations, continued:

remaining in the respective reserves will be sufficient to cover future anticipated expenses associated with the discontinued operations.

For the fiscal year ended December 26, 1999, compared to December 27, 1998

Results of Operations:

Service revenues in the Company’s staffing services segment for the fiscal year ended December 26, 1999, increased by $19.6 million or 25.0% to $98.1 million from $78.5 million, one year earlier. Service revenues in this segment’s commercial staffing division increased for the fiscal 1999 year by $16.8 million or 28.1% to $76.6 million from $59.8 million, one year earlier. Revenues generated from seven offices opened in fiscal 1999 as well as greater market penetration in existing offices contributed to this increase. Service revenues in this segment’s technology services division increased for 1999 by $2.8 million or 15.0% to $21.5 million from $18.7 million, one year earlier. The increase in service revenues is the result of two offices within this division being acquired during the prior fiscal year and as such, not being included in service revenues for the full prior fiscal year. During the Company’s fourth quarter of 1999, this division lost a contract to provide technology staffing services to a national financial services provider. Service revenues to this customer accounted for 17.0% of total technology service revenues for the first three fiscal quarters of 1999. This division has not been successful in securing orders to replace the volume of services lost from this contract.

Gross profit from continuing operations for 1999, increased by $3.8 million or 20.6% to $22.2 million from $18.4 million, one year earlier. As a percentage of service revenues, gross profit decreased by .9% to 22.6% from 23.5% over the same period year to year. The increase in gross profit dollars is the result of the increased service revenues noted above while the decrease in gross profit percentage is predominately the result of increased operating expenses including increases in workers compensation insurance. Also contributing to the decrease in gross profit percentage is the lower operating gross profit being generated by the technology staffing division which decreased to 25.0% in fiscal 1999, from 25.8% in fiscal 1998.

Selling, general and administrative expenses, inclusive of amortization expense and exclusive of the charge for the impairment of intangible assets, increased for 1999, by $4.1 million or 24.8% to $20.6 million from $16.5 million, one year earlier. The increase in selling, general and administrative expenses is primarily the result of the opening of new offices during 1999, additional staffing necessary to service the growth in revenues in existing offices and an increase in corporate expenses to provide support services to field operations. Also, contributing to this increase was a $218,000 increase in amortization expense associated with acquisitions that were completed in previous years.

During the fourth fiscal quarter of 1999, the Company recorded a charge of $5.1 million for the impairment of intangible assets. The impairment charge was the result of the Company’s historical policy of evaluating events and circumstances which have occurred and which may indicate that the carrying value of intangible assets warrant adjustment. The intangibles were determined to have been impaired as a result of the loss of a major customer in the fourth quarter of 1999, the less than anticipated operating results of the acquired businesses and their inability to meet the income projections that were used in determining the purchase prices that were paid for these operations.

Other expense, net increased by $136,000 or 46.4% to $429,000. Interest expense, net increased by $151,000 as the Company maintained a higher level of borrowing to support the growth of new offices and to finance increased receivables.

11

Results of Operations, continued:

The effective tax rate for the continuing operations was a tax expense of 1.7% even though the operations incurred a significant loss. The majority of the asset impairment write down was attributable to the Company’s acquisition of Milestone Technologies, Inc. in fiscal 1998. Since the acquisition was a stock purchase, the intangible asset write down was not deductible for income tax purposes. See footnote number 8, Income Taxes, to the accompanying financial statements for a more detailed analysis of income taxes.

Discontinued Operations:

The loss from discontinued operations consist of the Company’s industrial maintenance business through the measurement date of September 26, 1999, which represents the date of the signing of the letter of intent between the Company and Onyx Industrial Services, Inc. Estimated operating results for the period from September 27, 1999, through the closing date of March 13, 2000, are included in the loss on sale of discontinued operations, noted below.

Service revenues for discontinued operations for the period ended December 26, 1999, declined by $2.9 million to $54.3 million from $57.2 million, one year earlier. Gross profit dollars declined by $2.7 million or 13.6% and were primarily the result of increased costs for direct labor associated with the performance of services, including related payroll taxes and employee benefits. Selling, general and administrative expenses remained relatively unchanged at $19.9 million for the current fiscal year, compared to the year earlier.

The estimated loss on the disposal of the industrial maintenance operations is $7.1 million (net of a tax benefit of $2.8 million). This consists of an estimated loss on disposal of the business of $5.5 million and a provision of $1.6 million for anticipated operating losses from the measurement date to the disposal date of March 13, 2000 (holding period loss). The tax benefit recorded in connection with the loss on disposal differs from the tax benefit calculated by using statutory rates as a result of certain foreign currency exchange losses, net operating losses and foreign tax credit carryforwards, which are not expected to be utilized. For the most part, management has estimated the above noted items. A final reconciliation will be made against the estimates with adjustments recorded in future periods.

ITEM 7A. Quantitative and Qualitative Disclosure About Market Risk

The Company, in the normal course of business, has exposure to interest rate risk from its long term debt obligations and prior to March 13, 2000 on foreign exchange rate risk with respect to its foreign operations and currency conversions. The Company does not believe that its exposure to fluctuations in either interest rates in the United States or currency exchange rates with regards to the Canadian dollar are material. A 10% change in the interest rate utilized on its long term debt obligations would have produced approximately a total of $21,800 in additional interest expense ($9,900 for continuing operations and $11,900 for discontinued operations) for the fiscal year ended December 31, 2000. Likewise, since the majority of the Company’s revenues, expenses and cash flows are transacted in U.S dollars a 10% decline in the Canadian exchange rate would have impacted the adjustment to loss on sale of discontinued operations for fiscal 2000 by approximately $6,800.

Due to the immateriality of the above noted market risks, the Company has decided not to utilize any form of financial instrument as a hedge against these risks.

12

ITEM 8. Financial Statements and Supplemental Data

Index to Financial Statements and Schedules

			Page Reference
The financial statements of the registrant and its    subsidiaries required to be included in Item 8    are listed below:
	Independent Auditors’ Report			14
	Financial Statements:
	Consolidated Balance Sheets as of December 31, 2000 and December 26, 1999			15
	Consolidated Statements of Operations for the years ended December 31, 2000, December 26, 1999 and December 27, 1998			16
	Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2000, December 26, 1999 and December 27, 1998			17
	Consolidated Statements of Cash Flows for the years ended December 31, 2000, December 26, 1999 and December 27, 1998			18-19
	Notes to Consolidated Financial Statements			20-36
	Schedules:
		Valuation Account		42

13

Independent Auditors’ Report

The Board of Directors
Ablest Inc.

We have audited the accompanying consolidated balance sheets of Ablest Inc. and subsidiaries as of December 31, 2000 and December 26, 1999, and the related consolidated statements of operations, stockholders’ equity and cash flows for the years ended December 31, 2000, December 26, 1999 and December 27, 1998. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ablest Inc. and subsidiaries as of December 31, 2000 and December 26, 1999 and the results of their operations and their cash flows for the years ended December 31, 2000, December 26, 1999 and December 27, 1998, in conformity with accounting principles generally accepted in the United States.

KPMG LLP

Tampa, Florida
February 16, 2001

14

ABLEST INC. AND SUBSIDIARIES

Consolidated Balance sheets
(In thousands, except share and per share data)

				Dec. 31,			Dec. 26,
				2000			1999
Assets
Current assets:
		Cash and cash equivalents		$	406			562
		Receivables, less allowance for doubtful receivables of $390 and $378 in 2000 and 1999, respectively			14,629			13,492
	Prepaid expenses and other				359			419
	Deferred income taxes (note 8)				2,549			1,100
			Total current assets		17,943			15,573
Net property, plant and equipment (note 3)					1,861			2,213
Deferred income taxes (note 8)					105			909
Intangible assets, net (note 4)					4,576			4,880
Net assets of discontinued operations (note 2)					274			20,434
				$	24,759			44,009
Liabilities and Stockholders' Equity
Current liabilities:
		Accounts payable		$	487			1,468
		Accrued expenses and other current liabilities (note 5)			4,635			7,223
			Total current liabilities		5,122			8,691
Long-term debt (note 6)					—			15,950
Other liabilities					452			756
			Total liabilities		5,574			25,397
Stockholders’ equity (notes 6, 7 and 15):
		Common stock of $.05 par value. Authorized 8,000,000 shares; issued 3,293,405 and 3,167,092 shares for 2000 and 1999, respectively			165			158
		Additional paid-in capital			4,914			4,285
		Less unearned restricted stock			(215	)		—
		Less notes receivable from stock sale			(235	)		—
		Retained earnings			16,168			15,391
					20,797			19,834
		Less cost of common shares in treasury –356,791 and 285,529 shares for 2000 and 1999, respectively			(1,612	)		(1,222	)
			Total stockholders’ equity		19,185			18,612
Commitments and contingencies (notes 2, 12 and 13)					—			—
				$	24,759			44,009

      See accompanying notes to consolidated financial statements.

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ABLEST INC. AND SUBSIDIARIES

Consolidated Statements of Operations
(In thousands, except share and per share data)

			Year ended
			Dec. 31,			Dec. 26,			Dec 27,
			2000			1999			1998
Net service revenues			$	103,435			98,094			78,471
Cost of services				80,601			75,885			60,059
		Gross profit		22,834			22,209			18,412
Selling, general and administrative expenses				21,275			19,873			16,013
Amortization of intangible assets				366			724			506
Intangible asset impairment (note 4)				—			5,071			—
		Operating income (loss)		1,193			(3,459	)		1,893
Other income (expense):
	Interest expense, net			(135	)		(599	)		(448	)
	Miscellaneous, net			149			170			155
		Other expense, net		14			(429	)		(293	)
		Earnings (loss) from continuing operations before income taxes		1,207			(3,888	)		1,600
Income taxes (note 8)				615			68			724
		Net earnings (loss) from continuing operations		592			(3,956	)		876
Discontinued operations (note 2):
	Income (loss) from discontinued operations, net of income taxes			—			(743	)		418
	Loss on sale of discontinued operations, net of income taxes			—			(7,086	)		—
	Adjustment to loss on sale of discontinued operations, net of income taxes			185			—			—
		Net earnings (loss)	$	777			(11,785	)		1,294
Basic and diluted earnings (loss) per common share:
	Continuing operations		$	.21			(1.37	)		.30
	Discontinued operations			—			(.26	)		.15
	Loss on sale of discontinued operations			—			(2.46	)		—
	Adj. to loss on sale of discontinued operations			.06			—			—
		Total	$	.27			(4.09	)		.45
Weighted average number of common shares outstanding				2,865,844			2,880,867			2,877,977

      See accompanying notes to consolidated financial statements.

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ABLEST INC. AND SUBSIDIARIES

Statement of Stockholders' Equity
(In thousands, except share and per share data)

			Additional					Treasury stock						Unearned			Receivable			Total
	Common		paid-in		Retained									Restricted			Stock			Stockholders'
	stock		capital		earnings			Shares			Amounts			Stock			Sale			equity
Balances at December 28, 1997	$	158		4,274		25,882			290,269			(1,243	)		—			—			29,071
Net earnings		—		—		1,294			—			—			—			—			1,294
Stock compensation awards		—		4		—			(1,515	)		7			—			—			11
Balances at December 27, 1998		158		4,278		27,176			288,754			(1,236	)		—			—			30,376
Net loss		—		—		(11,785	)		—			—			—			—			(11,785	)
Stock compensation awards		—		7		—			(3,225	)		14			—			—			21
Balances at December 26, 1999		158		4,285		15,391			285,529			(1,222	)		—			—			18,612
Net earnings		—		—		777			—			—			—			—			777
Stock Options exercised		1		77		—			—			—			—			—			78
Stock compensation awards		3		320		—			—			—			(215	)		—			108
Stock repurchase program		—		—		—			71,262			(390	)		—			—			(390	)
Option to ownership program		3		232		—			—			—			—			—			235
Notes receivable from stock sale		—		—		—			—			—			—			(235	)		(235	)
Balances at December 31, 2000	$	165		4,914		16,168			356,791			(1,612	)		(215	)		(235	)		19,185

      See accompanying notes to consolidated financial statements.

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ABLEST INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows
(In thousands)

				Year ended
				Dec. 31,			Dec. 26,			Dec. 27,
				2000			1999			1998
Cash flows from operating activities:
		Net earnings (loss) from continuing operations		$	592			(3,956	)		876
		Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:
			Depreciation		1,151			684			426
			Amortization of intangible assets		366			724			506
			Intangible asset impairment charge		—			5,071			—
			Gain on disposal of property, plant and equipment, net		(98	)		—			—
			Deferred income taxes		(645	)		(778	)		(370	)
			Changes in assets and liabilities (next page)(1)		(4,950	)		(1,013	)		1,056
	Net cash (used) /provided by operating activities of continuing operations				(3,584	)		732			2,494
Cash flows from investing activities:
		Additions to property, plant and equipment			(1,040	)		(996	)		(773	)
		Proceeds from disposal of property, plant and equipment			366			—			—
		Acquisitions and earnout payments, net of cash acquired			(225	)		(1,310	)		(7,266	)
		Cash transfer from discontinued operations (Note 2)			8,683			—			—
	Net cash provided/ (used) by investing activities of continuing operations				7,784			(2,306	)		(8,039	)
Cash flows from financing activities:
		Proceeds from bank line of credit borrowings			6,200			18,750			14,047
		Repayment of bank line of credit borrowings			(15,200	)		(18,350	)		(8,297	)
		Proceeds from exercise of stock options			78			—			—
		Employee stock awards			(323	)		—			—
		Purchase of treasury shares			(389	)		—			—
	Net cash (used)/provided by financing activities of continuing operations				(9,634	)		400			5,750
Net (decrease)/increase in cash from continuing operations					(5,434	)		(1,174	)		205
Net increase in cash from discontinued operations					13,961			414			896
Less amount transferred to continuing operations					(8,683	)		—			—
Net (decrease)/increase in cash					(156	)		(760	)		1,101
Cash and cash equivalents at beginning of year					562			1,322			221
Cash and cash equivalents at end of year				$	406			562			1,322

(Continued)

      See accompanying notes to consolidated financial statements.

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ABLEST INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows, continued
(In thousands)

			Year ended
			Dec. 31,			Dec. 26,			Dec. 27,
			2000			1999			1998
Changes in continuing operations’ assets and liabilities
	providing (using) cash excluding effects of acquisitions(1):
		Receivables	$	(1,137	)		(3,663	)		(1,368	)
		Prepaid expenses & other		60			(162	)		(154	)
		Accounts payable		(981	)		1,155			1,391
		Accrued expenses		(2,588	)		1,347			998
		Other liabilities		(304	)		310			189
		Total	$	(4,950	)		(1,013	)		1,056
Supplemental disclosure of cash flow information:
	Cash paid during year for:
		Interest — continuing operations	$	135			307			396
		Interest — discontinued operations		198			325			475
			$	333			632			871
		Income taxes — continuing operations	$	—			117			832
		Income taxes — discontinued operations		—			288			801
			$	—			405			1,633
	Bank line of credit:
		Proceeds — continuing operations	$	6,200			18,750			14,047
		Proceeds — discontinued operations		5,250			12,400			10,550
			$	11,450			31,150			24,597
		Repayments — continuing operations	$	(15,200	)		(18,350	)		(8,297	)
		Repayments — discontinued operations		(11,900	)		(12,900	)		(9,000	)
			$	(27,100	)		(31,250	)		(17,297	)
Non-cash investing and financing activities:
	Continuing operations:
		Liabilities assumed in acquisition transactions	$	—			—			760
Discontinued operations:
		Leases capitalized	$	—			1,148			—

      (1) Excludes changes resulting from discontinued operations.

      See accompanying notes to consolidated financial statements.

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ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
Years ended December 31, 2000, December 26, 1999
and December 27, 1998

(1) Summary of Significant Accounting Policies

Ablest Inc. (Ablest) and subsidiaries (the Company) is primarily engaged in staffing services. Ablest Service Corp., a wholly owned subsidiary, focuses on providing temporary and contract staffing solutions to businesses in the clerical, light industrial and technology professional sectors. On January 1, 2001, Ablest Service Corp. and Milestone Technologies Inc., its information technology staffing subsidiary, merged into Ablest Inc. to form a single operating company.

Prior to March 13, 2000 the Company also provided industrial maintenance services through C. H. Heist Corp. domestically and in Canada through C. H. Heist Ltd., a wholly owned subsidiary. As further described in note 2, the Company sold substantially all of the assets of its industrial maintenance operations on March 13, 2000, including the stock of C. H. Heist, Ltd. The accompanying consolidated financial statements as of and for the year ended December 31, 2000 separately reflect industrial maintenance operations as a discontinued operation. The 1999 and 1998 financial statements have been reclassified to conform to the 2000 presentation.

Significant accounting policies followed by the Company are summarized as follows:

(a) Fiscal Year

The Company’s fiscal year ends on the last Sunday of December. The consolidated financial statements include 53 weeks for the year ended December 31, 2000 and 52 weeks for each of the years ended December 26, 1999 and December 27, 1998.

(b) Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which were wholly-owned. All significant intercompany balances and transactions have been eliminated in consolidation.

(c) Cash Equivalents

All highly liquid investments with original maturities of three months or less are considered cash equivalents.

(d) Revenue Recognition

Revenue and associated costs are recognized in the period the services are provided.

(e) Property, Plant and Equipment

Property, plant and equipment are stated at cost and are depreciated over the estimated useful lives of the respective assets, principally on the straight-line method. Leasehold improvements are amortized on the straight-line method over the shorter of the lease term or estimated useful life of the asset. Estimated useful lives generally range from three to forty years.

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ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(g) Intangible Assets

The values ascribed to acquired intangibles are being amortized on the straight-line method primarily over periods of three to thirty years. The Company regularly evaluates whether events and circumstances have occurred that indicate the carrying amounts of intangible assets may warrant revision or may not be recoverable. In the event of possible impairment, the asset’s value will be determined by discounted projected net cash flows of the related business.

(h) Income Taxes

Income taxes are accounted for by the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to operating loss and credit carryforwards and differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date.

(i) Earnings Per Share

Basic earnings per share is computed by using the weighted average number of common shares outstanding. Diluted earnings per share is computed by using the weighted average number of common shares outstanding plus the dilutive effect, if any, of stock options. The dilutive effect of stock options was not significant for any of the years presented.

(j) Foreign Currency Translation

The former Canadian subsidiary utilized the Canadian dollar as its functional currency. Assets and liabilities were translated using rates of exchange as of the balance sheet date at the time of the sale and the statements of operations were translated at an average rate of exchange through March 12, 2000. The cumulative effect of foreign currency translation is included in the net assets of discontinued operations.

(k) Use of Estimates

Management has made a number of estimates and assumptions in preparing these financial statements to conform with generally accepted accounting principles. Actual results could differ from those estimates.

(l) Stock Option Plans

The Company applies the intrinsic value-based method of accounting prescribed by Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations, in accounting for its fixed plan stock options. As such, compensation expense would be recorded on the date of the grant if the current market price of the underlying stock exceeded the exercise price. Statement of Financial Accounting Standards (SFAS) No. 123 “Accounting for Stock – Based Compensation,” established accounting and disclosure requirements using a fair value-based method of accounting for stock-based employee compensation plans. As allowed by SFAS No. 123, the Company has elected to continue to apply the intrinsic value-based method of accounting described above, and has adopted the disclosure requirements of SFAS No. 123.

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ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(2) Discontinued Operations

In the fourth quarter of 1999 the Company adopted a plan to dispose of its industrial maintenance operations. On March 13, 2000 the Company completed the sale of substantially all of the assets of the Company’s U.S. industrial maintenance operations and all the stock of its Canadian subsidiary, C. H. Heist, Ltd., to Onyx Industrial Services, Inc. (Onyx). Taken together, these operations comprised substantially all of the Company’s industrial maintenance business. The base selling price was $20,000,000 in cash plus the assumption by Onyx of certain trade liabilities. The selling price was subject to adjustment in the event that the net assets delivered differ from a targeted amount agreed to by the parties. Additionally, $7,000,000 of the selling price was subject to escrow pending the formal assignment of certain customer relationships to Onyx. Of the amount to be held in escrow, $6,000,000 was attributable to one customer relationship. Prior to closing the sale to Onyx on March 13, 2000, the Company obtained the necessary assignment from this customer thereby releasing the proceeds. Based upon the 2000 activity of the other customer assignments with Onyx, $327,000 of the remaining escrow will not be received and, accordingly, the Company has excluded such amount from the estimated sales price in determining the loss on disposal of this business.

The Agreement included certain other provisions, which could result in additional disposition costs for the Company. Such costs include environmental remediation at certain specific industrial maintenance branches, reimbursement of any uncollectible accounts receivable acquired by Onyx and the payment of certain severance costs. The Company has estimated and recorded in 1999, its net loss from the sale of its industrial maintenance operations. Such loss included management’s best estimate of the sale proceeds, the direct costs of the transaction, estimated costs associated with the contingencies contained in the Agreement and the basis of disposed net assets as of the measurement date. The actual amounts for these items and accordingly, the actual loss from disposal may differ from the estimate.

The estimated loss on the disposal of the industrial maintenance operations recorded in 1999 was $7,086,000 (net of tax benefit of $2,772,000), consisting of an estimated loss on disposal of the business of $5,509,000 and a provision of $1,577,000 for anticipated operating losses from the measurement date to the expected disposal in March, 2000 (holding period loss). During fiscal 2000, an adjustment was made to reduce the loss on disposal by $185,000, net of taxes. The adjustment was based on the difference between the actual operating results, of the discontinued operations, during the holding period to the estimate used in the determination of the loss on sale of discontinued operations recorded in 1999. Based on information available at this time, management believes no additional adjustments to the loss on disposal are required. The tax benefit recorded in connection with the loss on disposal differs from the tax benefit calculated by using statutory rates as a result of certain foreign currency exchange losses, net operating losses and foreign tax credit carryforwards, which are not expected to be realized.

A summary of the operating results of discontinued operations are shown on the follow page:

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ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(2) Discontinued Operations, continued

(In thousands)	Year ended
	March 12,		Dec. 26,			Dec.27,
	2000		1999			1998
Net service revenues	$	12,565		54,317			54,176
Income (loss) from discontinued operations    before income tax expense (benefit)		309		(979	)		537
Income tax expense (benefit)		124		(236	)		119
Income (loss) from discontinued operations	$	185		(743	)		418

The Company specifically allocated debt and interest expense that it attributed to each operating business segment. The amount of interest expense included in the income (loss) from discontinued operations was $198,000, $325,000 and $475,000 for the fiscal years 2000, 1999 and 1998, respectively.

Comprehensive loss of these operations was $216,000, $266,000 and $234,000 in 2000, 1999 and 1998, respectively. The only item of other comprehensive loss is foreign currency translation.

The income tax expense (benefit) attributable to discontinued operations differs from the amount determined by applying the statutory tax rate to income (loss) from discontinued operations before income taxes due to the effects of higher foreign tax rates, net operating loss and tax credit carryforwards.

The industrial maintenance assets sold, the liabilities assumed by Onyx, the cumulative translation adjustment attributable to C.H. Heist, Ltd. and the accrued loss on sale have been segregated in the accompanying consolidated balance sheets as net assets of discontinued operations. The components are as follows:

(In thousands)	Dec. 31,			Dec. 26,
	2000			1999
Current assets	$	576			15,546
Property, plant & equipment, net (note 3)		699			15,196
Other assets		—			207
Current liabilities		—			(2,772	)
Accrued loss on disposal		(1,001	)		(8,178	)
Capital lease obligations		—			(746	)
Deferred income tax liabilities ( note 8 )		—			(577	)
Foreign currency translation		—			1,758
	$	274			20,434

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ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(3) Property, Plant and Equipment

A summary of aggregate property, plant and equipment follows:

(In thousands)	Dec. 31,		Dec. 26,
	2000		1999
Land	$	259		1,337
Building and improvements		684		5,499
Machinery and equipment		—		29,847
Automotive equipment		—		15,470
Office furniture and equipment		6,522		7,996
Leasehold improvements		362		575
		7,827		60,724
Less accumulated depreciation		5,267		43,315
	$	2,560		17,409

Net property, plant and equipment has been allocated as follows:

(In thousands)	Dec. 31,		Dec. 26,
	2000		1999
Continuing operations	$	1,861		2,213
Discontinued operations		699		15,196
	$	2,560		17,409

(4) Intangible Assets

A summary of intangible assets follows:

(In thousands)	Dec. 31,		Dec. 26,
	2000		1999
Goodwill, less accumulated    amortization of $728 and $570	$	4,206		4,364
Other intangible assets less    accumulated amortization    of $1,118 and $910		370		516
	$	4,576		4,880

In the fourth quarter of 1999 the Company recorded a pre-tax write down of $5,071,000 of intangible assets relating to its acquired information technology staffing companies. The intangibles, primarily goodwill, were determined to have been impaired as a result of the loss of a major customer in the fourth quarter of 1999, the less than anticipated operating results of the acquired businesses and their inability to meet the income projections that were used in determining the purchase prices that were paid for these companies. The Company determined the amount of the impairment by comparing the projected future discounted cash flows of the businesses to the carrying value of the assets.

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ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(4) Intangible Assets, continued:

Discount rates used were based on a risk adjusted rate of return. Based on the same review at December 31, 2000, no additional adjustments were necessary to the remaining asset values.

(5) Accrued Expenses

A summary of accrued expenses and other current liabilities follows:

(In thousands)	Dec. 31,		Dec. 26,
	2000		1999
Payroll and other compensation	$	2,071		2,602
Insurance		2,384		2,956
Acquisition earnout costs (note 11)		—		225
Other		180		1,440
	$	4,635		7,223

(6) Indebtedness

At December 31, 2000, the Company had a $25,000,000 unsecured bank line of credit under a revolving credit agreement. The interest rate on borrowings under the line of credit was elected weekly by the Company and was either (i) the bank’s prime rate or (ii) the Secondary Market Certificate of Deposit (CD) Rate plus 3/4%. The rate in effect at December 31, 2000 was 7.275%. On July 31, 2001, the Company has the option of converting the then outstanding borrowings to a term loan, payable in twenty equal quarterly installments beginning August 1, 2002 and bearing interest at either (i) the bank’s prime rate plus 1/2% or (ii) the Secondary Market CD Rate plus 1-1/2%. If converted, the company continues electing, on a weekly basis, the interest rate to be charged. The revolving credit agreement contains working capital requirements, and limits the amount of liabilities, capital expenditures and payment of cash dividends. Under the most restrictive of these provisions, $1,000,000 of retained earnings is free of dividend restrictions at December 31, 2000. Due to the sale of the industrial maintenance operations, the Company was not in compliance with certain of the covenants included in the agreement and as such obtained a waiver from the bank. The Company also pays a commitment fee of 1/8% per annum on the average daily unused portion. Compensating balances, may be, but were not required, to be maintained.

A portion of the proceeds from the sale of the industrial maintenance operations were used to pay the then outstanding balance owing on the revolving term loan agreement on March 14, 2000. The outstanding balance at that time was $15,950,000 and was allocated $6,750,000 to continuing operations and $9,200,000 to discontinued operations.

Effective for 2001, the Revolving Term Loan Agreement between the Company and Manufacturers and Traders Trust Company dated August 21, 1995 was reduced to $5,000,000 and is set to mature on August 1, 2001. All other terms and conditions of the original loan agreement remain unchanged. The Company is in the process of replacing the existing credit facility with one that is more in line with the needs of a staffing company and anticipates having the new facility available by July 31, 2001.

At December 31, 2000 there was $150,000 owing against the term loan agreement which was classified as a short term liability due to the agreement maturity date of August 1, 2001.

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ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(7) Stock Option Plans

On May 5, 2000, the Company reserved 100,000 common shares for issuance in conjunction with its 2000 Independent Directors’ Stock Option Plan, (the “Plan”). The purpose of the Plan is to strengthen the alignment of interest between the independent directors and the shareholders of Ablest Inc. through increased ownership by the independent directors of the Company’s common stock. The Plan provides for the granting of options to purchase 6,000 shares of common stock on the date of the respective directors election to the board of directors’ and for the granting of options to purchase 1,500 common shares each time he or she is re-elected to the board. The price per share deliverable upon exercise is equal to 100% of the fair market value of the shares on the date the option is granted. The initial grant of options to purchase 6,000 common shares is exercisable in three equal, annual installments on the first, second and third anniversary of the grant thereof. All subsequent grants are exercisable on the first anniversary of the grant thereof. The term of each grant is 10 years from the date it is granted.

      A summary of stock option activity follows:

			Weighted		Options
	Stock		Average		Exercisable
	Options		Exercise price		at year end
Outstanding at December 31, 2000		24,000	$	5.06		—

At its regularly scheduled board of directors’ meeting held on August 23, 2000, the board approved the Ablest Inc. Option to Ownership Program, (the “Program”). The Program provides for the surrendering 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 common stock of the Company through delivery of a full recourse promissory note in an amount equal to the aggregate purchase price of the common stock issued. The per share purchase price of the common stock issued was equal to 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 Program participant was based on a conversion factor determined by calculating the value of the various option grants previously issued, using the Black-Scholes Method, divided by the fair market price of the common stock available to purchase. A total of 234,716 option shares were surrendered and 55,313 common shares issued. The shares issued under the Program will be accounted for under variable plan accounting, as defined in SFAS No. 123. As such, compensation expense may result in future periods in the event that the fair value of common shares increases or in the event the promissory notes are forgiven.

The Company had reserved 375,000 common shares for issuance in conjunction with its 1991 Stock Option Plan (Plan). The Plan provided for the granting of incentive stock options and/or non qualified options to officers and key employees to purchase shares of common stock at a price not less than the fair market value of the stock on the dates options were granted. Such options were exercisable at such time or times as may be determined by the Compensation Committee of the Board of Directors and generally expired no more than ten years after grant. Options vested and became fully exercisable six months after the grant date. During the current year 39,407 options expired and 58,336 options were converted to common shares under the Option to Ownership Program.

A summary of stock option activity follows on the next page.

26

ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(7) Stock Option Plans, continued:

				Weighted		Options
				average exercise		exercisable at year
	Stock Options			price		end
Outstanding Dec. 27, 1997		169,484		$	7.70		169,484
Canceled or expired		(3,396	)		7.98
Outstanding Dec. 27, 1998		166,088			7.69		166,088
Canceled or expired		(3,812	)		7.70
Outstanding Dec. 26, 1999		162,276			7.69		162,276
Canceled or expired		(51,461	)		7.55
Exercised		(11,000	)		7.08
Option to Ownership Program		(58,336	)	$	7.57
Outstanding Dec. 31, 2000		41,479		$	8.02		41,479

At December 31, 2000, the range of exercise prices was $6.94 — $10.13. The remaining outstanding option grants pertain to retired, former key employees of the company and have no expiration date attached to them.

In May 1996, the Company’s shareholders approved the adoption of a Leveraged Stock Option Plan (Leveraged Plan) for key employees. The Leveraged Plan authorized the issuance of options covering up to 375,000 shares of common stock. Pursuant to the Leveraged Plan, 10% of a participant’s annual incentive compensation payment was made in the form of stock options, which were granted following the end of the fiscal year. The number of options and the exercise price were based on the average market price per share of common stock for the ten days prior to the calendar year end for which the option was granted. The exercise price of the options was subject to escalation at 8% per year over the original option price. Options vested after three years and were exercisable over a ten-year period from the date of grant. The Compensation Committee of the Board of Directors established the percentage of the compensation to be applied towards the options and the escalation percentage of the exercise price.

Effective in 2000, the Leveraged Stock Option Plan was terminated.

A summary of Leveraged Plan option activity is on the following page.

27

ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(7) Stock Option Plans, continued

						Weighted
						average fair
				Weighted		value of
				average exercise		option
	Stock Options			price		granted
Outstanding Dec. 28, 1997		33,583		$	6.22
Granted		38,803			7.02	$	2.54
Outstanding Dec. 27, 1998		72,386			6.88
Granted		74,117			6.34		1.82
Outstanding Dec. 26, 1999		146,503			6.88
Granted		65,429			5.92		1.42
Canceled or expired		(35,552	)		7.64
Option to Ownership Program		(176,380	)	$	6.95
Outstanding Dec. 31, 2000		—			—

The fair value of the options were determined using a Black-Scholes option pricing model. The various factors used in each years calculation were: dividend yield of 0%, volatility of 21.9%, risk free dividend rate of 0% (10 year treasury rate less 8% (exercise price % increase each year) is less then 0%), forfeiture rate of 0% and expected life of 10 years.

Based on the fair value of all options at the grant date, the Company’s net earnings (loss) and earnings (loss) per share from continuing operations would have been reduced to the pro forma amounts indicated below:

(In thousands, except per share data)		Year ended
		Dec. 21,		Dec. 26,		Dec. 27,
		2000		1999		1998
Net earnings (loss) from	As reported	$	592		(3,956)		876
Continuing operations	Pro forma		499		(4,016)		842
Basic and diluted net earnings (loss)	As reported	$	.21		(1.37)		.30
per share from continuing operations	Pro forma		.17		(1.39)		.29

28

ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(8) Income Taxes

The components and allocation of the total provision for income tax expense (benefit) are as follows:

(In thousands)				Year ended
			Dec. 31,		Dec. 26,			Dec. 27,
			2000		1999			1998
Current expense (benefit):
	Federal		$	105		(13	)		655
	State			18		66			75
	Foreign					150			453
		Total current		123		203			1,183
Deferred expense (benefit):
	Federal			386		(3,121	)		(167	)
	State			132		(70	)		(173	)
	Foreign			97		48			1
		Total deferred		615		(3,143	)		(340	)
			$	738		(2,940	)		843
Continuing operations			$	615		68			724
Discontinued operations				123		(3,008	)		119
			$	738		(2,940	)		843

The source of aggregate earnings (loss) before income taxes is as follows:

(In thousands)			Year ended
			Dec. 31,		Dec. 26,			Dec. 27,
			2000		1999			1998
Earnings (loss) before income taxes:
	Continuing operations:
		Domestic	$	1,207		(3,888	)		1,600
	Discontinued operations:
		Domestic		138		(11,225	)		(439	)
		Foreign		171		388			976
				309		(10,837	)		537
			$	1,516		(14,725	)		2,137

29

ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(8) Income Taxes, continued

Actual income taxes from continuing operations differ from the “expected” taxes (computed by applying the U.S. Federal corporate tax rate of 34% to earnings (loss) before income taxes) as follows:

(In thousands)			Year ended
			Dec. 31,			Dec. 26,			Dec. 27,
			2000			1999			1998
Computed expected tax expense			$	417			(1,322	)		544
Adjustments resulting from:
	State tax, net of Federal tax benefit			31			1			52
	Goodwill amortization and impairment			12			1,287			62
	Meals & entertainment			32			47			31
		Change in estimate for tax benefit, other		123			55			35
			$	615			68			724
Effective tax rate				50.9	%		(1.7	)%		45.3	%

The tax effects of temporary differences that give rise to the aggregate deferred tax assets and liabilities are as follows:

(In thousands)				Dec. 31,			Dec. 26,
				2000			1999
Deferred tax assets:
		Allowance for doubtful receivables		$	125			165
		Accrued insurance expense			967			796
		Accrued loss on disposal			353			2,623
		Accumulated amortization of other assets			656			675
			Foreign tax and other credit carryforwards		24			9,297
		Operating loss carryforwards			2,657			656
		Other			158			550
					4,940			14,762
		Valuation allowances			(1,044	)		(3,682	)
					3,896			11,080
Deferred tax liabilities:
	Accumulated depreciation of plant and equipment				(735	)		(711	)
	Undistributed earnings of foreign subsidiary				—			(6,593	)
					(735	)		(7,304	)
Net deferred tax assets				$	3,161			3,776

30

ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(8) Income Taxes, continued

Net deferred tax assets are allocated between continuing and discontinued operations as follows:

			Dec. 31,		Dec. 26,
			2000		1999
Continuing operations:
	Current deferred tax assets		$	2,549		1,100
	Long-term deferred tax assets			105		909
		Net deferred tax assets		2,654		2,009
Discontinued operations:
	Current deferred tax assets			507		2,344
	Long-term deferred tax liabilities			—		(577	)
		Net deferred tax assets (liabilities)		507		1,767
		Net deferred tax assets	$	3,161		3,776

In assessing the realizability of deferred tax assets, management considers, within each taxing jurisdiction, whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the years in which the deferred tax assets are deductible, management has provided valuation allowances for those deferred tax assets that are not expected to be realized. The valuation allowance declined in 2000 primarily as a result of recognizing the undistributed earnings of the Company’s foreign subsidiary.

31

ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(9) Employee Benefit Plans

The Company had two qualified noncontributory defined benefit pension plans covering substantially all of its non-bargaining unit personnel in the United States. There is one plan for employees of each business segment, staffing and industrial maintenance. The benefits are based on years of service and the employee’s average compensation during employment. Pension costs are funded as required by applicable regulations. Plan assets are invested in a diversified portfolio, which included common stocks, bond and mortgage obligations, insurance contracts and money market funds.

On January 15, 1999, the Company announced its intention to terminate its qualified noncontributory defined benefit pension plans covering substantially all of its non-bargaining unit personnel in the United States. The net assets of the plans will be allocated, as prescribed by ERISA and its related regulations. The Company recognized $281,000 of curtailment gains in 1999 of which $167,000 was included in continuing operations.

The following tables set forth the funded status of the plans at the October 1, 1999 measurement date and the components of pension expense. A true-up of the assets and benefits will occur in fiscal 2001 when the assets of the respective plans are distributed to the plan participants as prescribed by ERISA. Management believes that the true-up will not require a material adjustment to earning in 2001.

(In thousands)					Dec. 26,
					1999
Change in benefit obligation:
	Benefit obligation at beginning of year				$	5,044
			Service cost			211
			Interest			222
			Actuarial (gain) loss			(544	)
			Benefits paid			(48	)
			Effect of curtailment			(864	)
				Benefit obligation at end of year	$	4,021
Change in plan assets:
	Fair value of plan assets at beginning of year				$	4,153
			Actual return on plan assets			252
			Company contributions			215
			Benefits paid			(48	)
				Fair value of plan assets at end of year	$	4,572
Reconciliation of funded status:
		Funded status (underfunded)/overfunded			$	551
		Unrecognized net actuarial (gain)/loss				(385	)
			Prepaid (accrued) benefit cost		$	166
Principal actuarial assumptions are:
	Weighted average discount rate					6.0	%
	Weighted average return on plan assets					7.9	%
	Rate of compensation increase					3.9	%

32

ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(9) Employee Benefit Plans, continued

(In thousands)			Year ended
			Dec. 26,			Dec. 27,
			1999			1998
Pension expense:
	Service cost		$	211			467
	Interest cost			222			232
	Expected return on plan assets			(333	)		(292	)
	Recognized net actuarial loss			—			(39	)
	Amortization of transition obligation			—			3
	Amortization of prior service costs			—			62
	Curtailment gains			(281	)		—
		Total pension expense	$	(180	)		433

The Company currently maintains a qualified defined contribution plan covering the non-bargaining unit employees in the United States. The Company matches the contributions of participating employees, with a maximum contribution limit, on the basis of the percentages specified in the plan. The matching contributions were $351,000, $270,000 and $47,000 in 2000, 1999 and 1998 respectively. Of these amounts $305,000, $150,000 and $15,000 were allocated to continuing operations.

(10) Industry Segments

Effective with the March 13, 2000 sale of its industrial maintenance operations, the Company’s sole business is in providing staffing services on a temporary and contract basis. Management of the Company views its operations as having two operating segments: Commercial staffing services, consisting mostly of clerical and light industrial staffing services and Technology staffing services, consisting mostly of programmers, and systems documentation services. Staffing services for both segments are provided throughout the eastern United States and select southwestern U.S. markets.

Corporate assets not allocated consist primarily of cash equivalents. There are no cash equivalents as of December 31, 2000. Operating segment data as of and for each of the years ended December 31, 2000, December 26, 1999 and December 27, 1998 are provided on the following page.

33

ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(10) Industry Segments, continued

(In thousands)				Dec. 31,		Dec. 26,		Dec. 27,
				2000		1999		1998
Commercial Staffing Services:
	Net revenues			$	88,219		76,546		59,756
	Cost of services				69,339		59,610		46,536
			Gross profit		18,880		16,936		13,220
	Selling, general & administrative:				11,389		9,247		7,038
	Operating income				7,493		7,689		6,182
	Amortization				—		—		—
		Receivables		$	12,594		11,285		7,177
Information Technology Services Net revenues				$	15,216		21,548		18,715
	Cost of services				11,366		16,165		13,882
			Gross profit		3,850		5,383		4,833
	Selling, general & administrative:				2,474		3,514		2,722
	Operating income				1,376		1,869		2,111
	Amortization				366		724		506
		Receivables		$	2,316		2,434		2,552

Operating income on this segment statement differs from the operating income reported on the Consolidated Statement of Operations because it does not include some corporate expenses. These corporate items include costs associated with providing executive, administrative, information technology and human resource services to field operations. These costs are not allocated to the operating segments.

(11) Acquisitions

Between September 1996 and November 1998 the Company acquired five information technology staffing businesses in various regions of the United States. These acquisitions were accounted for by the purchase method of accounting and accordingly, the results of operations since the respective dates of acquisition are included in the consolidated statements of operations. The purchase prices have been allocated to assets acquired and liabilities assumed based on their fair values at the acquisition date. Including earnout payments, the aggregate purchase price for these acquisitions was $13,179,000 and was primarily paid in cash. In 1999, the Company recorded an impairment charge related to the intangible assets acquired in these transactions (note 4).

34

ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(12) Lease Commitments

The Company and its subsidiaries occupy certain facilities under noncancellable operating lease arrangements. Expenses under such arrangements amounted to $1,247,000, $1,234,000 and $1,064,000 in 2000, 1999 and 1998, respectively, of which $1,220,000, $947,000 and $772,000, respectively relate to continuing operations.

In addition, the Company leases certain automotive and office equipment under noncancellable operating lease arrangements, which provide for minimum monthly rental payments. Expenses under such arrangements amounted to $446,000, $814,000 and $924,000 in 2000, 1999, and 1998, respectively of which $273,000, $238,000 and $270,000, respectively, relate to continuing operations.

Management expects that in the normal course of its continuing operations, new leases will replace leases that expire. Real estate taxes, insurance and maintenance expenses are obligations of the Company.

A summary of future minimum operating lease payments for continuing operations at December 31, 2000 follows:

(In thousands)
	Real
Year	Property		Equipment
2001	$	1,043	$	220
2002		834		149
2003		667		97
2004		489		11

(13) Contingencies

The Company is subject, from time to time, to claims encountered in the normal course of business. In the opinion of management, the resolution of all pending matters will not have a material adverse effect on the Company’s financial condition or liquidity.

(14) Re-incorporation

On March 6, 2000, the shareholders approved an Agreement and Plan of Merger (the Merger Agreement) effecting a re-incorporation (the Re-incorporation) of the C.H. Heist Corp. by merger into Ablest Inc., a Delaware corporation (Delaware Company) formed for the Re-incorporation and as a result, C.H. Heist Corp.’s name was changed to Ablest Inc. The Re-incorporation was effective upon the filing of related documentation in Delaware and New York after the consummation of the Agreement with Onyx, all of which occurred on March 13, 2000.

Upon completion of the merger, (i) C.H. Heist Corp. ceased to exist, (ii) the Delaware Company continued to operate the business of the Company under the name Ablest Inc., (iii) the shareholders of the Company automatically became the shareholders of the Delaware Company, (iv) the business is governed under the laws of Delaware rather than New York, (v) options to purchase common shares of the Company automatically converted into options to acquire an equal number of shares of the Delaware

35

ABLEST INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(14) Re-incorporation, continued:

Company’s common stock, and (vi) no change occurred in the business, management, assets, liabilities or net worth of the Company as such existed immediately following consummation of the Agreement with Onyx.

Each outstanding common share of the Company, $.05 par value, automatically converted pro-rata into one share of the Delaware Company common stock, $.05 par value. The Delaware Company’s bylaws and charter authorize the issuance of 7,500,000 shares of common stock and 500,000 shares of preferred stock.

(15) Subsequent event

On January 1, 2001, the Company’s subsidiaries Ablest Service Corp. (a Delaware corporation), Milestone Technologies, Inc. (an Arizona corporation) and PLP Corp. (an Alabama corporation) were formally merged into Ablest Inc. (a Delaware corporation), to form a single operating company under the Ablest Inc. name. The outstanding shares of the merging corporations were cancelled and no shares of Ablest Inc. were issued in exchange. The outstanding shares of Ablest Inc. remain outstanding and are not affected by the merger.

36

ITEM 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None.

PART III

ITEM 10. Directors and Executive Officers of the Registrant

The information in response to this item is hereby incorporated by reference to the information under the caption “Nominees for Directors” presented in the Company’s definitive proxy statement to be filed with the Securities and Exchange Commission and used in connection with the solicitation of proxies for the Company’s annual meeting of shareholders to be held on May 10, 2001, (the “Proxy Statement”) except insofar as information with respect to executive officers is presented in Part I hereof.

ITEM 11. Executive Compensation

The information in response to this item is hereby incorporated by reference to the information under the caption “Compensation of Executive Officers” presented in the Company’s Proxy Statement provided, however, that information appearing in the Proxy Statement under the headings “Report on Executive Compensation by the Compensation Committee and Board of Directors”, “Common Stock Performance” and “Report of Audit Committee” is not incorporated herein and should not be deemed to be included in this document for any purposes.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management

The information in response to this item is hereby incorporated by reference to the information under the caption “Security Ownership of Certain Beneficial Owners and Management” presented in the Company’s Proxy Statement.

ITEM 13. Certain Relationships and Related Transactions

The information in response to this item is hereby incorporated by reference to the information under the caption “Certain Transactions” presented in the Company’s Proxy Statement.

PART IV

ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) The following documents are filed as part of this Report:

      (1) Financial Statements and Schedules

      See Index to Financial Statements and Schedules at page 13.

      (2) Exhibits

37

Exhibits identified below are filed herewith or incorporated herein by reference to the documents indicated in parentheses.

Exhibit
Number	Description
2.1	Agreement and Plan of Merger between C. H. Heist Crop. and Ablest Inc. dated February 4, 2000. (Exhibit to the Company’s Form 8-K report dated March 22, 2000)
2.2*	Agreement and Plan of Merger between Ablest Service Corp., PLP Corp., Milestone Technologies, Inc. and Ablest Inc., dated January 1, 2001
3.1*	Certificate of Incorporation of the Company.
3.2*	By-laws of the Registrant.
10.1	Asset Sale and Purchase Agreement between C. H. Heist Corp. and Onyx Industrial Services Inc. (Exhibit to the Company’s Form 8-K report dated March 22, 2000)
10.2	Business Loan Agreement with Manufacturers and Traders Trust Company dated December 22, 1994. (Exhibit to the Company’s Form 10-K report for the year ended December 25, 1994)
10.3	Corporate Revolving Term Loan Agreement with Manufacturer and Traders Trust Company dated August 21, 1995 (Exhibit to the Company’s Form 10-K report for the year ended December 31, 1995)
10.4	Amendment to Business Loan Agreement dated October 25, 1996 (Exhibit to the Company’s Form 10-K Report for the year ended December 29, 1996)
10.5	Amendment Agreement dated November 13, 1997, to Corporate Revolving and Term Loan Agreement (Exhibit to the Company’s Form 10-K Report for the year ended December 28, 1997)
10.6*	Letter amendment dated February 2, 2001, to Business Loan Agreement
10.7*	Independent Directors Stock Option Plan adopted May 14, 2000
10.8*	Option to Ownership Plan adopted October 9, 2000
10.9*	Three year employment agreements with the Chairman of the Board, the CEO and the President of Ablest Inc.
21*	Subsidiaries of the Registrant
23*	Consent of KPMG LLP to incorporation of its report into Form S-8 No. 33-48497 No. 333-26007

* Filed herewith

38

ITEM 14, Continued

      b) One report on Form 8-K was filed by the Company during 2000. On March 22, 2000 the Company filed a report on Form 8-K announcing the completion of its sale of its industrial maintenance business to Onyx Industrial Services, Inc. and its reorganization as Ablest Inc. in the state of Delaware.

The Company will furnish, without charge to a security holder upon request, a copy of the documents portions of which are incorporated by reference herein and will furnish any other exhibit at cost.

39

ABLEST INC. AND SUBSIDIARIES

Index to Financial Statements and Schedules

Form 10-K
Items 8, 14(a)(1)

		Page Reference
The financial statements of the registrant and its    subsidiaries required to be included in Item 8    are listed below:
	Independent Auditors’ Report		14
	Financial Statements:
	Consolidated Balance Sheets as of December 31, 2000 and December 26, 1999		15
	Consolidated Statements of Operations for the years ended December 31, 2000, December 26, 1999 and December 27, 1998		16
	Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2000, December 26, 1999 and December 27, 1998		17
	Consolidated Statements of Cash Flows for the years ended December 31, 2000,
	December 26, 1999 and December 27, 1998		18-19
	Notes to Consolidated Financial Statements		20-36
The following consolidated financial statement schedules for the    Registrant and its subsidiaries are included in Item 14(a)(1):
	Independent Auditors’ Report on Financial Statement Schedules		41
	Schedule:
	II – Valuation Account		42

Schedules other than those listed above are omitted because the conditions requiring their filing do not exist or because the required information is provided in the consolidated financial statements, including the notes thereto.

40

Independent Auditors’ Report On Financial Statement Schedules

The Board of Directors
Ablest Inc.

Under date of February 16, 2001, we reported on the consolidated financial statements of Ablest Inc and subsidiaries as listed in the accompanying index. These consolidated financial statements and our report thereon are included in this annual report on Form 10-K for the year 2000. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related consolidated financial statement schedule as listed in the accompanying index. This financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion on this financial statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

      KPMG LLP

Tampa, Florida
February 16, 2001

41

Schedule II

ABLEST INC. AND SUBSIDIARIES

Valuation Account

			Additions
	Balance at		Charged to		Accounts			Balance
	Beginning		Cost and		Receivable			At end
Allowance for Doubtful Accounts (1):	Of period		Expenses		Written-off			Of period
Year ended December 27, 1998	$	327,211		26		(22,355	)		304,882
Year ended December 26, 1999		304,882		196,701		(123,953	)		377,630
Year ended December 31, 2000		377,630		567,854		(555,182	)		390,302

(1) Excludes valuation accounts for discontinued operations.

42

SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 19, 2001
		ABLEST INC.
	By:	/s/ Mark P. Kashmanian
		Mark P. Kashmanian Treasurer, Chief Accounting Officer

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the company and in the capacities and as of the date indicated:

ABLEST INC.
By:	/s/ Charles H. Heist	By:	/s/ Donna R. Moore
	Charles H. Heist		Donna R. Moore
	Chairman of the Board and		Director
	Acting Chief Financial Officer
By:	/s/ W. David Foster	By:	/s/ Richard W. Roberson
	W. David Foster		Richard W. Roberson
	Director and Chief Executive Officer		Director
By:	/s/ Ronald K. Leirvik	By:	/s/ Charles E. Scharlau
	Ronald K. Leirvik		Charles E. Scharlau
	Director		Director
March 19, 2001

43

EXHIBIT INDEX

Exhibit		Page or
Number	Description	Reference
2.1	Agreement and Plan of Merger by C. H. Heist Corp. and Ablest Inc. Dated and approved by the Board of Directors on February 4, 2000		1
2.2	Agreement and Plan of Merger by Ablest service Corp., PLP Corp., Milestone Technologies, Inc. and Ablest Inc. dated and approved by the Board of Directors on November 9, 2000		6
3.1	Certificate of Incorporation of the Registrant		6
3.2	By-laws of the Registrant adopted on March 13, 2000.		6
10.1	Asset Sale and Purchase Agreement between C. H. Heist Corp., and Onyx Industrial Services, Inc. dated January 17, 2000		1
10.2	Business Loan Agreement with Manufacturers and Traders Trust Company Dated December 22, 1994		2
10.3	Corporate Revolving and Term Loan Agreement with Manufacturers and Traders Trust company Dated August 21, 1995		3
10.4	Amendment to Corporate Revolving Term Loan Agreement with Manufacturers and Traders Trust Company dated October 25, 1996		4
10.5	Amendment dated November 13, 1997, to the Corporate Revolving and Term Loan Agreement		5
10.6	Letter amendment dated February 2, 2001 to Business Loan Agreement		6
10.7	Independent Directors’ Stock Option Plan dated and approved by the Board of Directors on May 16, 2000		6
10.8	Option to Ownership Plan dated and approved by the Board of Directors August 23, 2000		6
10.9	Three year employment agreements for the Chairman of the Board, the CEO and the President dated September 1, 2000		6
21	Subsidiaries of Registrant		6
23	Consent of KPMG to incorporation of reports into Forms S-8 No. 33-48497 and No. 333-26007		6

44

(1)	Filed as Exhibit to the Registrant’s Form 8-K report dated March 22, 2000 and incorporated herein by reference.
(2)	Filed as an Exhibit to the Registrant’s Form 10-K Report for the year ended December 25, 1994 and incorporated herein by reference.
(3)	Filed as an Exhibit to the Registrant’s Form 10-K report for the period ended December 31, 1995 and incorporated herein by reference.
(4)	Filed as an Exhibit to the Registrant’s Form 10-K report for the period ended December 29, 1996 and incorporated herein by reference.
(5)	Filed as an Exhibit to the Registrant’s Form 10-K report for the period ended December 28, 1997 and incorporated herein by reference.
(6)	Filed as an Exhibit to this report.

45 EX-2.2 2 g67958ex2-2.txt AGREEMENT AND PLAN OF MERGER BY ABLEST 1 EXHIBIT 2.2 Agreement and Plan of Merger by Ablest Service Corp., PLP Corp. and Milestone Technologies, Inc. and Ablest Inc. dated January 1, 2001 46 2 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into between Ablest Inc., a Delaware corporation ("Surviving Corporation"), on the one hand, and Ablest Service Corp., a Delaware corporation, PLP Corp., an Alabama corporation, and Milestone Technologies, Inc., an Arizona corporation (herein collectively, the "Merging Corporations"), on the other. WHEREAS, the Boards of Directors of the Surviving Corporation and the Merging Corporations each have determined that it is in the best interest of each of the Merging Corporations and Surviving Corporation to enter into this Agreement. NOW, THEREFORE, in consideration of the foregoing and the agreements set forth herein, the Merging Corporations and the Surviving Corporation agree as follows: 1. The Merging Corporations shall be merged into the Surviving Corporation (the "Merger"), pursuant to Section 253 of the Delaware General Corporation Law, Section 10-1104 of the Arizona Revised Code, and Section 10-2B-11.04 of the Code of Alabama. 2. The name of the Surviving Corporation shall be Ablest Inc. 3. The outstanding shares of the Merging Corporations shall be canceled and no shares of Surviving Corporation shall be issued in exchange therefor. 4. The outstanding shares of Surviving Corporation shall remain outstanding and shall not be affected by the Merger. 5. The Merging Corporations shall from time to time, as and when requested by Surviving Corporation, execute and deliver all such documents and instruments and take all such action necessary or desirable to evidence or carry out the Merger. 6. The Merger shall be effective at 12:01 a.m. eastern standard time, January 1, 2001. 7. The Certificate of Incorporation and the Bylaws of Ablest Inc. as in effect immediately prior to the Merger, shall continue to be the Certificate of Incorporation and the Bylaws of the Surviving Corporation. 8. This Agreement may be executed in any number of counterparts, each of which when so executed shall be an original, but all such counterparts together shall constitute one and the same instrument. 9. This Agreement has been adopted by the sole shareholder and the Board of Directors of each of the Merging Corporations. 47 EX-3.1 3 g67958ex3-1.txt CERTIFICATE OF INCORPORATION OF THE REGISTRANT 1 EXHIBIT 3.1 Ablest Inc. Certificate of Incorporation 48 2 CERTIFICATE OF INCORPORATION OF ABLEST INC. ARTICLE FIRST The name of the corporation is Ablest Inc. ARTICLE SECOND The name and address of the corporation's registered office in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, New Castle County, Wilmington, Delaware. ARTICLE THIRD The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. ARTICLE FOURTH The total number of shares which the corporation shall have authority to issue shall be 8,000,000, divided into two classes, namely: 500,000 shares of Preferred Stock, par value $.05 per share ("Preferred Stock"), and 7,500,000 shares of Common Stock, par value $.05 per share ("Common Stock"). The designation, relative rights, preferences and limitations of the shares of each class and the authority of the Board of Directors of the corporation to establish and to designate series of the Preferred Stock and to fix the variations in the relative rights, preferences and limitations as between such series, and the relative rights, preferences and limitations of each such series, shall be as follows: 1. Preferred Stock. (a) The Board of Directors of the corporation is authorized, subject to the limitations prescribed by law and the provisions of this Section 1 of this Article FOURTH, to provide for the issuance of the Preferred Stock in series, to establish or change the number of shares to be included in each such series and to fix the designation, powers, rights, and preferences, and the qualifications, restrictions or limitations, of the shares of each such series. The authority of the Board of Directors of the corporation with respect to each series shall include, but not be limited to, determination of the following: (i) the number of shares constituting that series and the distinctive designation of that series; (ii) the dividend rate or rates on the shares of that series and/or the method of determining such rate or rates, and whether dividends shall be cumulative and, if so, from which date or dates; (iii) whether and to what extent the shares of that series shall have voting rights in addition to the voting rights provided by law, which might include the right to elect a specified number of directors in any case or if dividends on such series are not paid for a specified period of time; 49 3 (iv) whether the shares of that series shall be convertible into shares of stock of any other series or class, and, if so, the terms and conditions of such conversion, including the price or prices or the rate or rates of conversion and the terms of adjustment thereof; (v) whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates; (vi) the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation; (vii) the obligation, if any, of the corporation to retire shares of that series pursuant to a sinking fund; and (viii) any other relative rights, preferences and limitations of the Series. (b) Subject to the designations, powers, rights, and preferences and the limitations, qualifications and restrictions provided pursuant to Subsection 1(a) of this Article FOURTH, each share of Preferred Stock of a series shall be of equal rank with each other share of Preferred Stock of such series. (c) The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Common Stock, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of the Preferred Stock or any series thereof. 2. Common Stock. (a) Dividends. Subject to the express terms of the Preferred Stock outstanding from time to time, such dividend or distribution as may be determined by the Board of Directors of the corporation may from time to time be declared and paid or made upon the Common Stock out of any source at the time lawfully available for the payment of dividends. (b) Voting. Except as otherwise provided by law, each share of Common Stock shall entitle the holder thereof to one vote in any matter which is submitted to a vote of the holders of shares of Common Stock of the corporation. (c) Liquidation. The holders of Common Stock shall be entitled to share ratably upon any liquidation, dissolution or winding up of the affairs of the corporation (voluntary or involuntary) in all assets of the corporation, if any, remaining after payment in full to the holders of Preferred Stock of the preferential amounts, if any, to which they are entitled. Neither the consolidation nor the merger of the corporation with or into any other corporation or corporations, nor a reorganization of the corporation alone, nor the sale or transfer by the corporation of all or any part of its assets, shall be deemed to be a liquidation, dissolution or winding up of the corporation for the purposes of this subparagraph (2)(c). 3. Issuance of Capital Stock. Shares of capital stock of the corporation may be issued by the corporation from time to time in such amounts and proportions and for such consideration (not less than the par value thereof in the case of capital stock having par value) as may be fixed and determined from time to time by the Board of Directors and as shall be permitted by law. 50 4 ARTICLE FIFTH The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by the certificate of incorporation or the by-laws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the corporation. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors shall be fixed from time to time exclusively by the board of directors pursuant to a resolution adopted by a majority of the Whole Board. For purposes of the certificate of incorporation of the corporation, the term "Whole Board" shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships. The directors, other than those who may be elected by the holders of any series of Preferred Stock, or any other series or class of stock as set forth in the certificate of incorporation of the corporation, shall be elected annually by the holders of common stock, and each director shall hold office until his or her successor shall have been duly elected and qualified. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the corporation shall be given in the manner provided in the by-laws of the corporation. The name and mailing address of the incorporator is as follows:

Name Mailing Address ---- --------------- William Appleton, Esq. Baker & Hostetler LLP 312 Walnut Street, Suite 2650 Cincinnati, Ohio 45202

ARTICLE SIXTH The corporation is to have perpetual existence. ARTICLE SEVENTH In furtherance and not in limitation of the power conferred by statute, the Board of Directors of the corporation is expressly authorized to adopt, amend or repeal the by-laws of the corporation. Any adoption, amendment or repeal of the by-laws of the corporation by the board of directors shall require the approval of a majority of the directors. The stockholders may adopt, amend or repeal by-laws of the corporation only upon the affirmative vote of the holders of not less than 66-2/3% of the total number of votes entitled to be cast generally in the election of directors. ARTICLE EIGHTH Any action required or permitted to be taken by the holders of any class or series of stock of the corporation entitled to vote generally in the election of directors may be taken only by vote at an annual or special meeting at which such action may be taken and may not be taken by written consent. 51 5 ARTICLE NINTH 1. Directors' Liability. To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Article NINTH by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification. 2. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee, member or agent of another corporation (including a subsidiary of the corporation) or of a partnership, limited liability company, joint venture, trust or other enterprise, including service with respect to employee benefit plans (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as such a director, officer, employee, trustee, member or agent or in any other capacity while serving as such, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the General Corporation of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than such law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including, without limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith, and such indemnification shall continue as to an indemnitee who has ceased to be such a director, officer, employee, trustee, member or agent and shall inure to the benefit of the indemnitee's heirs, executors and administrators; provided, however, that, except as provided in section 3 of this Article NINTH with respect to proceedings to enforce rights to indemnification, the corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation. The right to indemnification conferred in this section 2 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses'); provided, however, that if the General Corporation Law of the State of Delaware requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this section or otherwise (hereinafter an "undertaking"). 3. Right of Indemnitee to Bring Suit. If a claim for indemnification pursuant to this Article NINTH is not paid in full by the corporation within sixty days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses), it shall be a defense that the indemnitee has not met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware. Similarly, in any suit by the corporation to recover an advancement of expenses pursuant to the terms of an 52 6 undertaking, the corporation shall be entitled to recover such expenses upon a final adjudication that the indemnitee has not met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right hereunder, or by the corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified or entitled to such advancement of expenses under this Article NINTH or otherwise shall be on the corporation. 4. Non-Exclusivity of Rights. The rights to indemnification and advancement of expenses conferred in this Article NINTH shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors, or otherwise. 5. Insurance. The corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee, trustee, member or agent of the corporation or another corporation, partnership, limited liability company, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. 6. Indemnity Contracts. The corporation may enter into contracts from time to time with such of its directors, officers, agents or employees and providing for such indemnification, insurance, and advancement of expenses as the Board of Directors determines to be appropriate. ARTICLE TENTH The Board of Directors of the corporation, when evaluating any offer of another party to make a tender or exchange offer for any equity security of the corporation, to merge or consolidate the corporation with another corporation or to purchase or otherwise acquire all or substantially all of the assets of the corporation, shall, in connection with the exercise of its judgment in determining what is in the best interests of the corporation and its stockholders, give due consideration to the effect that such a transaction would have on the integrity, character and quality of the corporation's operations, all other relevant factors, including, without limitation, long-term as well as short-term interests of the corporation and stockholders (including the possibility that these interests may be best served by the continued independence of the corporation), and the social, legal, and economic effects on the employees, customers, suppliers, and creditors of the corporation and its subsidiaries, on the communities and geographical areas in which the corporation and its subsidiaries operate or are located, and on any of the businesses and properties of the corporation or any of its subsidiaries, as well as such other factors as the directors deem relevant. ARTICLE ELEVENTH Subject to the rights of the holders of any series of Preferred Stock then outstanding, any directors, or the entire board of directors, may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of all of the then-outstanding shares of capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class. 53 7 ARTICLE TWELFTH The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation. Notwithstanding any other provision herein or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the stock of the Corporation required by law or by the Certificate of Incorporation, the affirmative vote of the holders of at least two-thirds of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal Articles FIFTH, SEVENTH, EIGHTH, NINTH, TENTH, ELEVENTH AND TWELFTH. The undersigned, being the incorporator above named for the purposes of forming a corporation pursuant to the General Corporation Law of the State of Delaware, has signed this instrument the 3rd day of February, 2000, and does thereby acknowledge that it is his act and deed and that the facts stated therein are true. /s/ William Appleton ----------------------------- William Appleton, Incorporator 54 EX-3.2 4 g67958ex3-2.txt BY-LAWS OF THE REGISTRANT ADOPTED 1 EXHIBIT 3.2 Ablest Inc. By-laws 55 2 BYLAWS OF ABLEST INC. A Delaware corporation ARTICLE I OFFICES Section 1. Registered Office; Registered Agent. The registered office in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801. The name of the corporation's registered agent at such address shall be The Corporation Trust Company. Section 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors of the corporation (the "Board of Directors") may from time to time determine or the business of the corporation may require. ARTICLE II STOCKHOLDERS Section 1. Meetings of Stockholders. All meetings of the stockholders for the election of directors shall be held at the registered office of the corporation in Delaware, or at such other location within or without the State of Delaware as may be set forth in the notice of call. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of call. Section 2. Annual Meeting. The annual meeting of stockholders shall be held each year at a time and place determined by the Board of Directors. At the annual meeting, the stockholders shall elect directors by a plurality vote in accordance with the corporation's Certificate of Incorporation and transact such other business as may properly be brought before the meeting. Section 3. Notice of Annual Meetings. Written notice of the annual meeting shall be given to each stockholder entitled to vote thereat at least ten and not more than sixty days before the date of the meeting. Section 4. Stockholder List. The officer who has charge of the stock ledger of the corporation shall make, at least ten days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held and which place shall be specified in the notice of the meeting, or, if not specified, at the place where said meeting is to be held. The list shall be produced subject to the inspection of any stockholder who may be present. Section 5. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by the certificate of incorporation, may only be called by the Chairman of the Board or the President or by the Board of Directors acting pursuant to a resolution adopted by a majority of the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships. Such request shall state the purpose or purposes of the proposed meeting. 56 3 Section 6. Notice of Special Meetings. Written notice of a special meeting of stockholders, stating the date, time, place and purpose or purposes thereof, shall be given to each stockholder entitled to vote thereat, at least ten and not more than sixty days before the date fixed for the meeting. Section 7. Business Transacted At Special Meetings. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. Section 8. Appointment of Inspectors of Election. The Board of Directors shall, in advance of sending to the stockholders any notice of a meeting of the holders of any class of shares, appoint one or more inspectors of election ("inspectors") to act at such meeting or any adjournment or postponement thereof and make a written report thereof. The Board of Directors may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is so appointed or if no inspector or alternate is able to act, the Chairman of the Board shall appoint one or more inspectors to act at such meeting. The inspectors may be directors, officers or employees of the corporation. Section 9. Quorum; Adjournment. Except as otherwise required by law or the certificate of incorporation, the holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. If a quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting to a later date without notice other than announcement at the meeting, until a quorum shall be present or represented. If at such later date, a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 10. Voting Power. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question. Section 11. Voting; Proxies. Except as otherwise provided by law or by the certificate of incorporation and subject to these bylaws, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period and, except where the transfer books of the corporation have been closed or a date has been fixed as a record date for the determination of its stockholders entitled to vote, no share of stock shall be voted on at any election for directors which has been transferred on the books of the corporation within twenty days next preceding such election of directors. Section 12. Ballots. The vote on any matter, including the election of directors, shall be by written ballot. Each ballot shall be signed by the stockholder voting, or by such stockholder's proxy, and shall state the number of shares voted. Section 13. Stock Ledger. The stock ledger of the corporation shall be the only evidence as to who are the stockholders entitled (i) to examine the stock ledger, any stockholder list required by these bylaws or the books of the corporation, or (ii) to vote in person or by proxy at any meeting of stockholders. 57 4 Section 14. Advance Notice of Stockholder-Proposed Business at Annual Meeting. To be properly brought before an annual meeting, business must be either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation, not less than ninety (90) nor more than one hundred and twenty (120) days prior to the one year anniversary of the date of the annual meeting of the previous year. A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the corporation's books, of the stockholder proposing such business, (iii) the class and number of shares of the corporation that are "beneficially owned" (as defined under Rule 13d-3 of the rules promulgated under the Securities Exchange Act of 1934, as amended) by the stockholder, and (iv) any material interest of the stockholder in such business. Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 14, provided, however, that nothing in this Section 14 shall be deemed to preclude discussion by any stockholder of any business properly brought before the annual meeting. The chairman of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 14 and if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Section 15. Nomination of Directors; Advance Notice of Stockholder Nominations. Only persons who are nominated in accordance with the procedures set forth in this Section 15 shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the corporation at the annual meeting may be made by or at the direction of the Board of Directors, by any nominating committee or person appointed for such purpose by the Board of Directors, or by any stockholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 15. Such nominations, other than those made by, or at the direction of, or under the authority of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation. To be timely, a stockholder's notice shall be delivered to or mailed and received at the principal executive offices of the corporation not less than ninety (90) nor more than one hundred and twenty (120) days prior to the one year anniversary of the date of the annual meeting of the previous year. Such stockholder's notice to the Secretary shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of capital stock of the corporation, if any, which are beneficially owned by the person and (iv) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Rule 14A under the Securities Exchange Act of 1934, as amended; and (b) as to the stockholder giving the notice (i) the name and record address of the stockholder and (ii) the class and number of shares of capital stock of the corporation which are beneficially owned by the stockholder. The corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the qualifications of such proposed nominee to serve as director of the corporation. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure and, if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded. 58 5 ARTICLE III DIRECTORS Section 1. Powers. The business of the corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by law, by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders. Section 2. Number. Subject to the rights of the holders of any series of Preferred Stock or any other series or class of stock as set forth in the certificate of incorporation of the corporation to elect directors under specified circumstances, the number of directors shall be fixed from time to time as set forth in the corporation's Certificate of Incorporation. Section 3. Filling of Vacancies. Vacancies and newly created directorships may be filled by a majority of the directors then in office, though less than a quorum, and each director so chosen shall hold office until a successor is duly elected and qualified or his or her earlier resignation or removal. If there are no directors in office, then an election of directors may be held in the manner provided by the General Corporation Law of the State of Delaware. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director. Section 4. Resignation. Any director may resign at any time upon written notice to the corporation. Such written resignation shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Chairman of the Board or Secretary. The acceptance of a resignation shall not be necessary to make it effective. Section 5. Meetings of the Directors. The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware. Section 6. Regular Meetings. Regular meetings, including the annual meeting, of the Board of Directors may be held within or without the State of Delaware at such time and at such place as shall from time to time be determined by resolution of the Board of Directors. Section 7. Special Meetings. Special meetings of the Board of Directors shall be called by the Secretary or an Assistant Secretary on the request of the Chairman of the Board, or on the request in writing of one-third of the whole Board of Directors, stating the purpose or purposes of such meeting. Section 8. Notice of Meetings. Notices of meetings shall be mailed to each director, addressed to each director at such director's residence or usual place of business, or the address where the director is known to be, not later than three days before the day on which the meeting is to be held, or shall be sent to either of such places by telegraph, by telecopy, by facsimile transmission or be communicated to each director personally or by electronic mail or telephone, not later than three hours before such meeting. Notice of any meeting of the Board of Directors need not be given to any director who shall sign a written waiver thereof either before or after the time stated therein for such meeting, or who shall be present at the meeting and participate in the business transacted thereat; and any and all business transacted at any meeting of the Board of Directors shall be fully effective without any notice thereof having been given, if all the members shall be present thereat. Unless limited by law, the certificate of incorporation, the bylaws, or by the terms of the notice thereof, any and all business may be transacted at any meeting without the notice thereof having so specially enumerated the matters to be acted upon. Section 9. Organization. The Chairman of the Board shall preside at all meetings of the Board of Directors at which the Chairman of the Board is present. If the Chairman of the Board shall be absent from 59 6 any meeting of the Board of Directors, the duties otherwise provided in this Section 9 to be performed by the Chairman of the Board at such meeting shall be performed at such meeting by one of the directors chosen by the members of the Board of Directors present at such meeting. The Secretary of the corporation shall act as the secretary at all meetings of the Board of Directors and in the Secretary's absence a temporary secretary shall be appointed by the chairman of the meeting. Section 10. Quorum; Voting; Adjournment. Except as otherwise required by law or by the certificate of incorporation, at all meetings of the Board of Directors, a majority of the whole Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors who are present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 11. Action By Unanimous Written Consent. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the Board of Directors or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee. Section 12. Participation in Meetings by Conference Telephone. Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee thereof, through the use of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. Section 13. Committees of Directors. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of two or more of the directors of the corporation, which, to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. The Board of Directors may discontinue any such committee at its pleasure. Section 14. Committee Members. Each member of any such committee shall hold office until such member's successor is elected and has qualified, unless such member sooner dies, resigns, or is removed. The number of directors which shall constitute any committee shall be determined by the whole Board of Directors from time to time. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Section 15. Committee Secretary. The Board of Directors may elect a secretary of any such committee. If the Board of Directors does not elect such a secretary, the committee shall do so. The secretary of each committee shall keep regular minutes of the meetings of the committee, and shall provide copies of the minutes to the Board of Directors. Section 16. Committee Meetings. Meetings of committees of the Board of Directors may be held at any place, within or without the State of Delaware, as shall from time to time be designated by the Board of 60 7 Directors or the committee in question. Regular meetings of any committee shall be held at such times as may be determined by resolution of the Board of Directors or the committee in question and no notice shall be required for any regular meeting. A special meeting of any committee shall be called by resolution of the Board of Directors. Notices of special meetings shall be mailed to each member of the committee in question no later than two days before the day on which the meeting is to be held, or shall be sent by telegraph, by facsimile transmission or telecopy, or be delivered to such member personally or by electronic mail or telephone, no later than three hours before such meeting. Notices of any such meeting need not be given to any such member, however, who shall sign a written waiver thereof, whether before or after the meeting, or who shall be present at the meeting and participate in the business transacted thereat; and any and all business transacted at any meeting of any committee shall be fully effective without any notice thereof having been given, if all the members of the committee shall be present thereat. Unless limited by law, the certificate of incorporation, these bylaws, or by the terms of the notice thereof, any and all business may be transacted at any such special meeting without the notice thereof having so specifically enumerated the matters to be acted upon. Section 17. Action Without a Committee Meeting. Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if all members of such committee consent thereto in writing and such writing or writings are filed with the minutes of proceedings of the committee. Section 18. Executive Committee. The Board of Directors may, from time to time, by resolution passed by a majority of the directors in office, create an Executive Committee of three or more directors, the members of which shall be elected by the Board of Directors to serve during the pleasure of the Board. If the Board of Directors does not designate a chairman of the Executive Committee, the Executive Committee shall elect a chairman from its own number. Except as otherwise provided herein and in the resolution creating an Executive Committee, such committee shall, during the intervals between the meetings of the Board of Directors, possess and may exercise all of the powers of the Board of Directors in the management of the business and affairs of the corporation, other than that of filling vacancies among the directors or in any committee of the directors. The Executive Committee shall keep full records and accounts of its proceedings and transactions. All action by the Executive Committee shall be reported to the Board of Directors at its meeting next succeeding such action and shall be subject to control, revision and alteration by the Board of Directors, provided that no rights of third persons shall be prejudicially affected thereby. Vacancies in the Executive Committee shall be filled by the Board of Directors, and the Board of Directors may appoint one or more Directors as alternate members of the Executive Committee who may take the place of any absent or disqualified member or members at any meeting. Section 19. Executive Committee Meetings. Subject to the provisions of these bylaws, the Executive Committee shall fix its own rules of procedure and shall meet as provided by such rules or by resolutions of the Board of Directors, and it shall also meet at the call of the Chairman of the Board, the chairman of the Executive Committee or any two members of the Executive Committee. A majority of the Executive Committee shall be necessary to constitute a quorum. The Executive Committee may act in a writing without a meeting, but no such action of the Executive Committee shall be effective unless concurred in by all members of the committee. Section 20. Compensation of Directors. Unless otherwise restricted by the certificate of incorporation, the Board of Directors shall have the authority to fix the compensation of directors by written resolution. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors or committee thereof. No such compensation or payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. 61 8 ARTICLE IV NOTICES Section 1. Notices. Except as otherwise specifically provided for in these bylaws, notices to directors and stockholders shall be in writing and delivered personally or mailed, or given by telephone, by telecopy, by telegram, by facsimile transmission or by other similar means of communication, to the directors or stockholders at their addresses appearing on the books of the corporation. Notice by mail shall be deemed to be given at the time when the same is mailed. Section 2. Waiver. Whenever any notice is required to be given by law or by the certificate of incorporation or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Any person who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. In the case of directors, such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the Secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the Secretary immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action. ARTICLE V OFFICERS Section 1. General. The officers of the corporation shall be elected by the Board of Directors and shall be a Chairman of the Board, a Chief Executive Officer, a President, a Chief Financial Officer, one or more Vice Presidents, a Secretary, and a Treasurer. The Board of Directors may also choose one or more Assistant Secretaries and Assistant Treasurers. Two or more offices may be held by the same person, with the exception of the offices of Chairman of the Board and Secretary. The officers of the corporation need not be stockholders or directors of the corporation. Section 2. Election. The Board of Directors at its first meeting held after each annual meeting of stockholders shall elect the officers of the corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier resignation or removal as hereinafter provided. Section 3. Other Officers and Agents. The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. Section 4. Compensation. The compensation of all officers of the corporation shall be fixed by the Board of Directors, acting directly or through the Compensation Committee. Section 5. Removal. Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the members of the Board of Directors. Any vacancy occurring in any office of the corporation shall be filled by the Board of Directors. Section 6. Chairman of the Board. The Chairman of the Board shall be a member of the Board of Directors and shall be an officer of the corporation. The Chairman of the Board shall direct, coordinate and 62 9 control the corporation's business and activities and shall have general authority to exercise all powers necessary thereto and shall perform such other duties and have such other powers as shall be prescribed from time to time by the Board of Directors. The Chairman of the Board shall preside at all meetings of the Board of Directors, and of the stockholders, at which he or she is present. In the absence or disability of the Chairman of the Board, the duties of the Chairman of the Board shall be performed and his or her authority shall be exercised by the Chief Executive Officer or in his or her absence or inability, by the President or one of the Vice Presidents, as designated for this purpose by the Board of Directors. Section 7. Chief Executive Officer. The Chief Executive Officer shall perform such duties and have such powers as shall be prescribed from time to time by the Board of Directors. The Chairman of the Board may be the Chief Executive Officer of the Corporation. Section 8. President. The President shall perform such duties as shall be prescribed from time to time by the Chairman of the Board, the Chief Executive Officer, or the Board of Directors. If the Board of Directors so decides, the President may also be designated as the Chief Operating Officer. Section 9. Chief Financial Officer. The Chief Financial Officer of the corporation shall be responsible for all financial and accounting matters and shall have such other powers and perform such other duties as the Board of Directors from time to time may prescribe. Section 10. Vice Presidents. Each Vice President shall have such powers and shall perform such duties as may be assigned to him or her by the President or by the Board of Directors. Section 11. Secretary. The Secretary shall maintain a record of all meetings of the corporation and of the Board of Directors and shall have such other powers and perform such other duties as the Board of Directors, the Chief Executive Officer, or these bylaws may prescribe from time to time. Under the supervision of the Chief Executive Officer, the Secretary shall give, or cause to be given, all notices required to be given by these bylaws or by law. Section 12. Assistant Secretaries. The Assistant Secretary, or if there be more than one, the Assistant Secretaries, shall in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors or the President may prescribe from time to time. Section 13. Treasurer. The Treasurer shall, under the direction of the Chief Financial Officer, have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the Board of Directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the Chief Financial Officer and the Board of Directors, at its regular meeting or when the Board of Directors so requires, an account of the Treasurer's actions; shall have such other powers and perform such other duties as the Board of Directors, the President or these bylaws may prescribe from time to time. Section 14. Assistant Treasurers. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors or the President may prescribe from time to time. Section 15. Appointed Officers. The President may establish positions and offices identified as a function, department or other organizational component of the corporation, and may appoint individuals, who 63 10 need not be employees of the corporation, to occupy those positions, subject to approval of the Executive Committee of the corporation. The individuals so appointed shall have such duties and powers as the President may determine or as may be assigned by the President, the Board of Directors or Executive Committee of the Board of Directors. The titles of such individuals (herein referred to as "appointed officers") may be either conventional corporate officer titles or titles designating a functional activity, but in all cases shall contain, as an integral part of the title, a reference to the function, organizational component or department within which the position is established. Section 16. Appointment, Removal and Term of Appointed Officers. Appointed officers may be appointed by the Chairman of the Board. The Chairman of the Board may, at any time, remove any appointed officer, without notice, or accept such appointed officer's resignation. No term of office shall be established for any appointed officer. Section 17. Duties of Appointed Officers. An appointed officer shall perform such duties (not including duties normally performed by an officer of the corporation) as may, from time to time, be assigned to such appointed officer by the officer of the corporation having management responsibility for the organizational component or function to which such appointed officer is assigned. ARTICLE VI CERTIFICATE OF STOCK Section 1. Certificates of Stock. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the Chairman of the Board, the Chief Executive Officer, or a Vice President of the corporation and the Secretary or an Assistant Secretary of the corporation, certifying the number of shares owned by such holder in the corporation. All certificates of stock issued shall be numbered consecutively. Section 2. Countersigned Certificates; Signature of Former Officers, Transfer Agents or Registrars. Where a certificate is countersigned by (i) a transfer agent other than the corporation or its employee, or (ii) a registrar other than the corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue. Section 3. Lost, Stolen or Destroyed Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his or her legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed. Section 4. Transfer of Stock. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. 64 11 Section 5. Closing of Transfer Books. The Board of Directors may close the stock transfer books of the corporation for a period not exceeding sixty days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect. In lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date, not exceeding sixty days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid. Section 6. Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person or persons, except as otherwise provided by the General Corporation Law of the State of Delaware. Section 7. Stock Subscriptions. Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the Board of Directors. Any call made by the Board of Directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation. ARTICLE VII GENERAL PROVISIONS Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Section 2. Reserves. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it is created. Section 3. Checks. All checks or demands for money and notes of the corporation shall be signed by such person or persons as shall be designated from time to time by the Board of Directors or by such officer or officers of the corporation as shall be appointed for that purpose by the Board of Directors. Section 4. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. 65 12 Section 5. Seal. The corporate seal shall have inscribed thereon the name of the corporation and shall be in such form as may be approved from time to time by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. Section 6. Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation's stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person's interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspect, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business. Section 7. Inconsistent Provisions; Titles. In the event that any provision of these bylaws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect. The section titles contained in these bylaws are for convenience only and shall be without substantive meaning or content of any kind whatsoever. ARTICLE VIII AMENDMENTS Section 1. Amendments. These bylaws may be altered or repealed, and any bylaws may be made, only (i) at any annual meeting of the stockholders, or at any special meeting thereof if notice of the proposed alteration or repeal of the bylaws to be made is contained in the notice of such meeting, by the affirmative vote of the holders of at least 66-2/3% of the total number of votes entitled to be cast generally in the election of directors, or (ii) by the affirmative vote of a majority of the directors. 66 EX-10.6 5 g67958ex10-6.txt LETTER AMENDMENT DATED FEBURARY 2, 2001 1 EXHIBIT 10.6 Letter Amendment to Corporate Revolving and Term Loan Agreement with Manufacturers and Traders Trust Company dated February 2, 2001 67 2 Manufacturers and Traders Trust Company One Fountain Plaza, Buffalo, NY 14203-1495 716-842-4200 Fax: 716-848-7318 Western New York Commercial Banking Department February 2, 2001 Mark P. Kashmanian Treasurer and Chief Accounting Officer Ablest Inc. 1901 Ulmerton Road Clearwater, Fl 33762 Dear Mark: This letter will confirm that the Corporate and Revolving Term Loan Agreement by and among Manufacturers and Traders Trust Company and Ablest Inc. (formerly Ablest Service Corp.) dated as of August 21, 1995, and as amended (the "Loan Agreement"), has been reduced to $5,000,000 and is set to mature August 1, 2001. All Other terms and conditions of the Loan Agreement remain unchanged. Very truly yours, MANUFACTURERS AND TRADERS TRUST COMPANY By: /s/ Kevin B. Quinn ------------------------------ Kevin B. Quinn Vice President 68 EX-10.7 6 g67958ex10-7.txt INDEPENDENT DIRECTORS' STOCK OPTION PLAN 1 EXHIBIT 10.7 Independent Directors' Stock Option Plan dated May 16, 2000 69 2 ABLEST INC. INDEPENDENT DIRECTORS' STOCK OPTION PLAN TITLE AND PURPOSE. The Plan shall be known as the Ablest Inc. Independent Directors' Stock Option Plan (the "Plan"). The purpose of the Plan is to strengthen the alignment of interests between the independent directors (the "Independent Directors" or individually an "Independent Director") and the shareholders of Ablest Inc. (the "Company") through the increased ownership by the Independent Directors of the Company's common stock. ADMINISTRATION AND CONSTRUCTION OF THE PLAN. The Plan shall be administered by the Board of Directors of the Company. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with applicable law by the Board of Directors. NUMBER OF SHARES AVAILABLE. The total number of shares of common stock of the Company that may be made subject to options awarded under the Plan shall be 100,000. LIMITATION ON AMENDMENTS TO THE PLAN. The Plan may not be amended more than once every six months, other than to comport with changes in the Internal Revenue Code of 1986, as amended (the "Code"), the Employee Retirement Income Security Act, as amended, or the rules under either of the foregoing acts. PARTICIPATION. For purposes of this Plan, an Independent Director shall be defined as any director of the Company who is not an officer or employee of the Company at the time of his or her election as a director. NONQUALIFIED OPTIONS. Effective with his or her election on May 16, 2000, each Independent Director shall receive an option to purchase 6,000 shares of common stock. Any person who is elected by the directors or the shareholders to the Board after May 16, 2000, who was not an Independent Director on May 16, 2000, and who qualifies as an Independent Director, shall receive an option to purchase 6000 shares of common stock on the date of his or her election. Each Independent Director shall receive an option to purchase an additional 1,500 shares of common stock each time he or she is re-elected to the Board of Directors. All options granted under the Plan shall be subject to the following terms and conditions. PRICE. The price per share deliverable upon the exercise of each option ("exercise price") shall be equal to 100% of the Fair Market Value of the shares on the date the option is granted. The Fair Market Value of a share of common stock of the Company shall mean, with respect to the date in question, the average of the highest and lowest officially-quoted selling prices on the Nasdaq/American Stock Exchange. 70 3 CASH EXERCISE. Options may be exercised in whole or in part upon payment in cash of the exercise price of the shares to be acquired. CASHLESS EXERCISE. Options may be exercised in whole or in part upon delivery to the Secretary of the Company of an irrevocable written notice of exercise. The date on which such notice is received by the Secretary shall be the date of exercise of the option, provided that within five business days of the delivery of such notice the funds to pay for exercise of the option are delivered to the Company by a broker acting on behalf of the optionee either in connection with the sale of the shares underlying the option or in connection with the making of a margin loan to the optionee to enable payment of the exercise price of the option. In connection with the foregoing, the Company will provide a copy of the notice of exercise of the option to the aforesaid broker upon receipt by the Secretary of such notice and will deliver to such broker, within five business days of the delivery of such notice to the Company, a certificate or certificates (as requested by the broker) representing the number of shares underlying the option that have been sold by such broker for the optionee. VESTING; TERM; MINIMUM EXERCISE. Each initial stock option for 6000 shares shall become exercisable in three equal annual installments on the first, second, and third anniversaries of the grant thereof. All other stock options granted hereunder will become exercisable on the first anniversary of the grant thereof. The term of each option granted hereunder shall be ten years from the date it is granted. Shares may be purchased in whole or in part at any time after an option becomes exercisable, subject to a minimum exercise of 100 shares. Prior to the exercise of an option and issuance of the stock purchased upon such exercise, the optionee shall have no rights to any dividends or be entitled to any voting rights on any stock represented by such option. DEATH; DISABILITY; CESSATION OF SERVICE; CHANGE IN CONTROL. DEATH OR DISABILITY. If an Independent Director dies or becomes permanently and totally disabled (as defined in Section 72(m)(7) of the Code), each of his or her options will become fully vested and will be exercisable until its expiration date. RETIREMENT. If an Independent Director retires from the Board of Directors of the Company in accordance with the policies and practices thereof, each of his or her options will become fully vested and will be exercisable until its expiration date. CESSATION OF SERVICE. If an Independent Director ceases to be a director of the Company as a result of his or her voluntary resignation or as a result of his or her removal as a director the shareholders of the Company for cause as permitted under the Delaware General Corporation Law, all of his or her options that are not vested prior to such cessation or 71 4 removal shall be forfeited. If an Independent Director ceases to be a director of the Company as the result of his or her removal by the shareholders of the Company without cause, each of his or her options will become fully vested and will be exercisable until its expiration date. CHANGE IN CONTROL. If there is Change in Control of the Company, each option granted hereunder to an Independent Director shall become fully vested and exercisable as of the date of the Change In Control. "CHANGE IN CONTROL" SHALL MEAN ANY OF THE FOLLOWING EVENTS: (i) Act of 1934, as amended (the "Act") and as used in Sections 13(d) and 14(d) thereof, including a "group" as defined in Section 13(d) of the Act), except (A) Clydis D. Heist and her lineal descendants and any trust for the benefit of her lineal descendants (collectively, the "Heist Family") and (B) any trustee or fiduciary of any Company benefit plan, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Act) 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's becoming the beneficial owner of such voting power, the Heist Family no longer holds a majority of the outstanding shares of the Company's common stock; or (ii) the shareholders of the Company shall approve any merger or other business combination of the Company, 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) (or, in a sale of assets, of the purchaser of the assets) immediately following the Transaction; or (iii) 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). 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 Company, 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 Independent Director. 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 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 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 72 5 shall not sell any such shares if such sale would be considered a sale by such grantee for purposed of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"). An Independent Director may elect to (i) have shares withheld from a grant or an award made under the Plan or tender shares to the Company in order to satisfy the tax withholding consequences of a grant or an award made under the Plan, only during the period beginning on the third business day following the date on which the Company releases the financial information specified in 17 C.F.R. Section 240.16b-3 (e) (1) (ii) and ending on the twelfth business day following such date. Notwithstanding the foregoing, an Independent Director may elect to have shares withheld on exercise of an option granted under the Plan in order to satisfy tax withholding consequences thereof by providing the Company with a written election to so withhold at least six months in advance of the withholding of shares otherwise issuable upon exercise of such option. WRITTEN AGREEMENT. Each Independent Director 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 Company. TRANSFERABILITY. No option granted under the Plan shall be transferable by an Independent Director otherwise than as follows: (i) by will or the laws of descent, (ii) by gift or contribution to a Permitted Transferee, or (iii) by distribution pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder. A "Permitted Transferee" means any one or more members of the Independent Director's family, any one or more trusts for the benefit of one or more members of his or her family, or any partnership of members of his or her family. Permitted Transferees and other transferees of options shall be subject to all restrictions, terms and conditions applicable to such option prior to its transfer, except that the option shall not be further transferable during the lifetime of the Permitted Transferee. An option may be exercised only by the optionee or the optionee's guardian, legal representative or Permitted Transferee. 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 Company shall make such adjustments as it deems appropriate in the number and kind of shares reserved for issuance under the Plan, in the number and kind of shares covered by outstanding options granted under the Plan, and in the exercise price of outstanding options. In the event of any merger, consolidation or other reorganization in which the Company is not the surviving or continuing corporation, all stock option awards that were granted hereunder and that are outstanding on the date of such event shall be assumed by the surviving or continuing corporation. LISTING AND REGISTRATION. If the Company determines that the listing, registration, or qualification upon any securities exchange or under any law of shares subject to any option granted under the Plan is necessary or desirable as a condition of, or in connection with, the granting of same or the issue or purchase of shares thereunder, no such option may be exercised in whole or in part, or no shares issued unless such listing, registration or qualification is effected free of any conditions not acceptable to the Company. 73 6 DURATION OF PLAN. This Plan shall become effective as of May 16, 2000 and will terminate at 5:00 p.m., Eastern Time, on May 15, 2010, but no such termination shall affect the prior rights under this Plan of the Company or of any Independent Director who has received an option hereunder. 74 EX-10.8 7 g67958ex10-8.txt OPTION TO OWNERSHIP PLAN 1 EXHIBIT 10.8 Option to Ownership Plan dated August 23, 2000 75 2 ABLEST INC. Option-to-Ownership Plan 1. This Option-to-Ownership Plan (the "Plan") has been adopted by the Board of Directors of Ablest Inc., a Delaware corporation (the "Company"), effective October 9, 2000. 2. The persons eligible to participate in the Plan are those employees of the Company listed on the attached Exhibit A (the "Employees") who hold options for common stock of the Company ("Options"). 3. Pursuant to the Plan, each Employee may surrender all (but not less than all) of his or her Options by no later than December 31, 2000, in return for the opportunity to purchase common stock of the Company on the terms and conditions set forth in the Plan. 4. The number of shares of common stock that each Employee may purchase pursuant to the Plan shall be determined as follows: the value of the options surrendered by such Employee as determined by the Black-Scholes method and as indicated on the attached Exhibit A, divided by the fair market value of a share of common stock of the Company as of the date of adoption of the Plan (i.e., $4.25 per share). 5. Each Employee participating in the Plan will execute a promissory note in substantially the form attached hereto as Exhibit B (the "Note") in connection with the sale of the shares to such Employee. 6. The shares may not be sold or transferred by the Employee until the Note is satisfied in accordance with the Plan. Each Employee will execute a pledge agreement substantially in the form attached hereto as Exhibit C (the "Pledge Agreement") to secure satisfaction of the Note. The Company will hold the certificate for the shares of each Employee until such Employee satisfies his or her Note. Each certificate for shares shall bear a legend referring to the foregoing restrictions. 7. The Company intends to forgive an Employee's Note if and when such Employee completes one year of service as an employee of the Company, in which he or she performs his or her job consistent with past performance. Upon the forgiveness of a Note, the Pledge Agreement will be terminated and the certificate for the shares such Employee has purchased will be delivered to him or her. 8. If an Employee becomes disabled or dies before the end of the first year after issuance of the shares to him or her, the Note will automatically be forgiven and the shares and certificate therefor delivered to such Employee's estate or him or her, as the case may be. 9. The total number of shares that may be issued pursuant to the Plan is 55,314. 76 EX-10.9 8 g67958ex10-9.txt THREE YEAR EMPLOYMENT AGREEMENTS 1 EXHIBIT 10.9 Three year employment agreements with The Chairman of the Board, The CEO and The President 77 2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is entered into as of September 1, 2000, between Ablest Inc., a Delaware corporation (the "Company"), and Charles H. Heist III ("Executive"). W I T N E S S E T H : WHEREAS, the Company and Executive desire to enter into this Agreement to insure the Company of the services of Executive, to provide for compensation and other benefits to be paid and provided by the Company to Executive in connection therewith, and to set forth the rights and duties of the parties in connection therewith; NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereby agree as follows: 1. Employment. (a) Title. The Company hereby employs Executive as Chairman, and Executive hereby accepts such employment, on the terms and conditions set forth herein. (b) Duties. During the term of this Agreement and any renewal hereof (all references herein to the term of this Agreement shall include references to the period of renewal hereof, if any), Executive shall be and have the title, duties and authority of Chairman of the Company and shall devote his entire business time and all reasonable efforts to his employment and shall perform diligently such duties as are customarily performed by the Chairman of companies the size and structure of the Company, together with such other duties as may be reasonably required from time to time by the Board of Directors of the Company. (c) Outside Interests. Executive shall not, without the prior written consent of the Company, directly or indirectly, during the term of this Agreement, other than in the performance of duties naturally inherent to the business of the Company and in furtherance thereof, render services of a business, professional or commercial nature to any other person or firm, whether for compensation or otherwise; provided, however, that Executive may attend to outside investments, and serve as a director, trustee or officer of, or otherwise participate in, educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with his full-time employment hereunder. 2. Term. Subject to the provisions for renewal and termination hereinafter provided, the term of this Agreement shall begin on the date hereof and shall continue for the current calendar year and for the succeeding three calendar years (the "Initial Term"). As of January 1, 2004, and as of January 1 of each succeeding calendar year 78 3 thereafter, the term hereof automatically shall be renewed for one year (each such year, a "One-Year Renewal Term"), unless: (i) this Agreement is terminated as provided in Paragraph 7 hereof, or (ii) either the Company or Executive shall have given notice of non-renewal of this Agreement to the other at least six (6) months before January 1, 2004, or six (6) months before the beginning of any such succeeding one (1) year period, as the case may be (for example, unless such written notice of non-renewal is given on or prior to July 1, 2003, the term of this Agreement automatically will be renewed for one year, effective January 1, 2004, through December 31, 2004) (a "Non-renewal Notice"). 3. Directorship. Management of the Company will, at every election for the Board of Directors while Executive is employed by the Company as Chairman, use its best efforts to have Executive nominated for a seat on the Board as a member of the management slate. Executive's nomination and continuation as a director shall be subject to the will of the Board of Directors and the Company's stockholders, as provided in the Company's charter and bylaws. Removal of Executive from, or non-election of Executive to, the Board of Directors as provided in the Company's charter and bylaws shall in no event be deemed a breach of this Agreement by the Company. 4. Compensation. (a) Salary. For all services he may render to the Company during the term of this Agreement, the Company shall pay to Executive the following salary in those installments customarily used in payment of salaries to the Company's senior executives (but in no event less frequently than monthly): (i) for the period beginning on the date hereof and ending December 31, 2000, salary equal to an annual salary of Two Hundred Forty Thousand Dollars ($240,000), multiplied by the ratio of the number of days in the period beginning on the date hereof and ending on the last day of 2000 to 366; and (ii) for the calendar year beginning on January 1, 2001, and for each calendar year thereafter during the term of this Agreement, salary as determined by the Compensation Committee, which in no event shall be less than the annual salary that was payable by the Company to Executive under this Paragraph 4(a) for the immediately preceding calendar year. (b) Bonus. Executive shall be entitled to participate in any bonus program implemented by the Compensation Committee of the Board of Directors for senior executives generally of the Company, with pertinent terms and goals to be established annually or otherwise by the Compensation Committee in its sole discretion. 5. Benefits; Business Expenses; and Perquisites. Executive shall be entitled, subject to the terms and conditions of the appropriate plans, to all benefits provided by the Company to senior executives generally from time to 79 4 time during the term of this Agreement. Upon delivery of proper documentation therefor Executive shall be reimbursed for all travel, hotel and business expenses when incurred on Company business during the term of this Agreement. During the term of this Agreement, Company shall furnish Executive, at the Company's cost, with the use of a late model automobile of a make and quality comparable to the automobile that the Company has furnished to Executive to date in 2000. Executive shall be entitled to such other perquisites as are provided by the Company to senior executives generally from time to time during the term hereof. 6. Payment in the Event of Death or Disability. (a) In the event of Executive's death or Disability during the term of this Agreement, for a period equal to the lesser of (i) twelve (12) months following the date of such death or Disability or (ii) the balance of the term remaining hereunder at such date, the Company shall continue to pay to Executive (or his estate) Executive's then effective per annum rate of salary, as determined under Paragraph 4(a), and provide to Executive (or to his family members covered under his family medical coverage) the same family medical coverage as provided to Executive on the date of such death or Disability. (b) Except as otherwise provided in Paragraph 6(a), in the event of Executive's death or Disability Executive's employment hereunder shall terminate and Executive shall be entitled to no further compensation or other payments or benefits under this Agreement, except as to any unpaid salary, bonus, or other benefits accrued and earned by him up to and including the date of such death or Disability. (c) For purposes of this Agreement, Executive's Disability shall be deemed to have occurred after one hundred fifty (150) days in the aggregate during any consecutive twelve (12) month period, or after ninety (90) consecutive days, during which one hundred fifty (150) or ninety (90) days, as the case may be, Executive, by reason of his physical or mental disability or illness, shall have been unable to discharge his duties hereunder. The date of Disability shall be such one hundred fiftieth (150th) or ninetieth (90th) day, as the case may be. If the Company or Executive, after receipt of notice of Executive's Disability from the other, dispute that Executive's Disability shall have occurred, Executive shall promptly submit to a physical examination by the chief of medicine of any major accredited hospital in the Tampa or Clearwater, Florida, metropolitan area selected by the Company and, unless such physician shall issue his written statement to the effect that in his or her opinion, based on his or her diagnosis, Executive is capable of resuming his employment and devoting his full time and energy to discharging his duties within thirty (30) days after the date of such statement, such Disability shall be deemed to have occurred. 80 5 (d) The payments to be made by the Company to Executive hereunder shall be offset and reduced by the amount of any insurance proceeds (on a tax-effected basis) paid to Executive (or his estate) from insurance policies obtained by the Company other than insurance policies provided under Company-wide employee benefit and welfare plans. 6. Termination (a) The employment of Executive under this Agreement: (i) shall be terminated automatically upon the death or Disability of Executive; (ii) may be terminated for Cause at any time by the Company, with any such termination not being in limitation of any other right or remedy the Company may have under this Agreement or otherwise; (iii) may be terminated at any time by the Company without Cause with 30 days advance notice to Executive; (iv) may be terminated at any time by Executive with thirty (30) days' advance notice to the Company; (v) may be terminated by Executive for Good Reason if the Company fails to cure the event constituting Good Reason within thirty (30) days of written notice of such event from Executive, provided that Executive has given notice of the event forming the basis of Good Reason within ninety (90) days after he has knowledge thereof; or (vi) shall be terminated automatically at the end of the term of this Agreement then in effect if either party gives to the other party a Non-renewal Notice. (b) Upon any termination hereunder, Executive shall be deemed automatically to have resigned from all offices and directorships held by him in the Company. (c) Executive's employment with the Company for all purposes shall be deemed to have terminated as of the effective date of such termination hereunder (the "Date of Termination"), irrespective of whether the Company has a continuing obligation under this Agreement to make payments or provide benefits to Executive after such date. 7. Certain Termination Payments. 81 6 (a) If Executive's employment with the Company is terminated by the Company without Cause or by Executive for Good Reason, in each case other than following a Change in Control, the Company shall (i) continue to pay to Executive the per annum rate of salary then in effect under Paragraph 4(a) and provide him and his family with the benefits described in Paragraph 4(c) then in effect (unless the terms of the applicable plans expressly prohibit the continuation of such benefits after such termination and cannot be amended, with applicability of such amendment limited to Executive, to provide for such continuation, in which case the Company shall procure and pay for substantially similar substitute benefits except for any pension or 401(k) Plan benefit) for a period equal to the remainder of the Initial Term or any One-Year Renewal Term, as the case may be, and (ii) pay Executive on or before the thirtieth day after the Date of Termination an amount equal to the product of (i) the target bonus opportunity for the year in which such termination occurs times (ii) the number of years for which a bonus opportunity would have been provided to him under Paragraph 4(b) hereof had he remained employed hereunder for the Term. (b) If Executive's employment is terminated by the Company with Cause or by Executive without Good Reason, Executive shall be entitled to no further compensation or other payments or benefits under this Agreement, except as to that portion of any unpaid salary and other benefits accrued and earned by him under Paragraphs 4(a) and 4(c) hereof up to and including the Date of Termination. 8. Change in Control Termination Payments. (a) Executive will be entitled to the compensation set forth in Paragraph 9(b) hereof (the "CIC Compensation") if his employment is terminated within two years after a Change in Control (i) by the Company without Cause, or (ii) by him with Good Reason (in either case, the "CIC Trigger"). Notwithstanding the foregoing, Executive will not be entitled to CIC Compensation in the event of a termination of his employment on account of: (i) Death or Disability; (ii) Retirement; or (iii) a Qualified Sale of Business. (b) In the event of a CIC Trigger, Executive shall be entitled to the CIC Compensation provided below: (i) In lieu of any further salary, bonus or other payments to Executive for periods subsequent to the Date of Termination, the Company shall pay to Executive not later than the tenth day following the Date of Termination a cash amount equal to the sum of: (x) an amount equal to three times Executive's annual base salary in effect on the date of Termination (the "Base Salary"); (y) an amount equal to three times the sum of (A) the target bonus opportunity in the year of such termination and (B) the contribution, if any, paid by the Company for the 82 7 benefit of Executive to any 401(k) Plan in the last complete fiscal year of the Company; and (z) the present value, determined as of the Date of Termination, of the sum of all benefits which have accrued to Executive but have not vested under any retirement plan of the Company (the "Retirement Plan") as of the Date of Termination and all additional benefits which would have accrued to Executive under the Retirement Plan had he continued to be employed by the Company on the same terms he was employed on the Date of Termination from the Date of Termination to the date thirty-six (36) months after the Date of Termination. For purposes hereof, the present value of a future payment shall be calculated by reference to the actuarial assumptions (including assumptions with respect to interest rates) in use immediately prior to the Change in Control for purpose of calculating actuarial equivalents under the Retirement Plan. (ii) Until the earlier of Executive's death or the end of the twelve (12) month period following the Date of Termination, the Company shall arrange to provide Executive life, health, disability and accident insurance benefits and the package of "Executive benefits" substantially similar to those which Executive was receiving immediately prior to the Date of Termination, or immediately prior to a Change in Control, if greater, provided that Executive shall be obliged to continue to pay that proportion of premiums paid by him immediately prior to the Change in Control. (iii) The Company shall vest and accelerate the exercise date of all stock options, if any, granted to Executive (the "Options") that are unvested or not exercisable on the Date of Termination, to the end that the Options shall be immediately exercisable for the duration of their respective original terms. (iv) Executive shall have the right within one year following the later of 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 the date prior to the date of the Change in Control. (c) If the CIC Compensation hereunder, either alone or together with other payments to Executive from the Company, would constitute an "excess parachute payment" (as defined in Section 280G of the Internal Revenue Code of 1986, as amended from time to time (the "Code")), such CIC Compensation shall be reduced to the largest amount that will result in no portion of the payments hereunder 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. 9. Definitions. (a) "Beneficial Owner" shall have the meaning provided in Rule 13d-3 promulgated under the 83 8 Exchange Act. (b) "Cause" means: (i) Executive's conviction of, or plea of "no contest" to, a felony; (ii) Executive's willfully engaging in an act or series of acts of gross misconduct that result in demonstrable and material injury to the Company; or (iii) Executive's material breach of any provision of this Agreement, which breach has not been cured in all material respects within twenty (20) days after the Company gives notice thereof to Executive. (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 rules and regulations promulgated under the Securities Exchange Act of 1934, 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; provided, however, that a Transaction which would otherwise not result in a Change in Control because of the resulting ownership of more than 50% of the voting securities of the surviving company, its parent, or a purchaser of the assets will, nonetheless, be deemed to be a Change in Control but only in connection with a termination for Good Reason; or (iii) 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 84 9 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) "Good Reason" means any of the following: (i) The reduction of Executive's annual salary or bonus opportunity below the higher of (A) the amount of annual salary or bonus opportunity in effect immediately prior to a Change in Control or (B) the highest amount of annual salary or bonus opportunity in effect at any time thereafter; (ii) (A) any failure by the Company to continue in effect or provide plans or arrangements pursuant to which Executive will be entitled to receive grants relating to the securities of the Company (including, without limitation, stock options, stock appreciation rights, restricted stock or other equity based awards) of the same type as Executive was participating in immediately prior to a Change in Control (hereinafter referred to as "Securities Plans") or providing substitutes for such Securities Plans which in the aggregate provide substantially similar economic benefits; or (B) the taking of any action by the Company which would adversely affect Executive's participation in, or benefits under, any such Securities Plan or its substitute if in the aggregate Executive is not provided substantially similar economic benefits; provided, however, that for these purposes, any determination of whether Good Reason exists under (A) or (B) of this subsection (ii) because Executive is or is not provided substantially similar economic benefits in the aggregate will be made with due consideration given to Executive's base salary, other cash compensation and any other equity based incentive programs pursuant to which Executive is also entitled to receive equity based incentive compensation, and not solely on the basis of whether Executive is or is not entitled or eligible to receive equity based incentive compensation; (iii) the assignment to Executive of any duties inconsistent with, or a diminution of, Executive's duties, title, offices, responsibilities or status from those of Executive with the Company, or any removal of Executive from or any failure to reelect or reappoint Executive to any of such positions, including as a Director, except in connection with the termination of Executive's employment for Disability, Retirement or Cause or as a result of Executive's death; (iv) in the event of a Transaction that is deemed to be a Change in Control solely as a result of Paragraph 10(c)(ii) of this Agreement, removal of Executive from the position he held with the Company prior to such Transaction (or Executive's not holding the comparable position in the parent company following such Transaction) or the diminishing of his duties or responsibilities in a manner that would be Good Reason under Paragraph 10(d)(iii) above; 85 10 (v) the Company's requiring Executive to be based at a location more than 50 miles from the location where Executive was based on the Effective Date or to substantially increase on a regularly recurring basis his business travel obligations; or (vi) the material breach of this Agreement by the Company when the Company does not have Cause to terminate Executive. (e) "Person" shall have the meaning provided in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and as used in Sections 13(d) and 14(d) thereof, including a "group" (as defined in Section 13(d) of the Exchange Act). (f) "Qualified Sale of Business" shall mean the sale of a business unit in which Executive was employed before such sale so long as Executive has been offered employment with the purchaser of such business unit upon substantially the same terms under which he worked for the Company, including change-in-control compensation. (g) "Retirement" shall mean voluntary, late, normal or early retirement under a pension plan sponsored by the Company, as defined in such plan, or as otherwise defined or determined by the Compensation Committee of the Board of Directors of the Company with respect to senior executives of the Company generally. 10. Certain Covenants (a) Noncompete and Nonsolicitation. Executive acknowledges the Company's reliance on and expectation of Executive's continued commitment to performance of his duties and responsibilities during the term of this Agreement. In light of such reliance and expectation, during the term hereof and for two years after termination of Executive's employment and this Agreement under Paragraph 7 hereof, other than termination by Executive for Good Reason or by the Company without Cause, Executive shall not, directly or indirectly, do or suffer any of the following: (i) Own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity, or otherwise engage in any business, which is in competition with the business of the Company as and where conducted by it at the time of such termination; provided, however, that the ownership of not more than five percent (5%) of any class of publicly traded securities of any entity shall not be deemed a violation of this covenant; (ii) Solicit the employment of, assist in the soliciting the employment of, or otherwise solicit the association in business with any person or entity of, any employee, consultant or agent of the Company; or 86 11 (iii) Induce any person who is a customer of the Company to terminate said relationship. (b) Nondisclosure; Return of Materials. During the term of his employment by the Company and following termination of such employment, Executive will not disclose (except as required by his duties to the Company), any concept, design, process, technology, trade secret, customer list, plan, embodiment or invention, any other intellectual property ("Intellectual Property") or any other confidential information, whether patentable or not, of Company of which Executive becomes informed or aware during his employment, whether or not developed by Executive. In the event of the termination of his employment with the Company or the expiration of this Agreement, Executive will return to the Company all documents, data and other materials of whatever nature, including, without limitation, drawings, specifications, research, reports, embodiments, software and manuals that pertain to his employment with the Company or to any Intellectual Property and shall not retain or cause or allow any third party to retain photocopies or other reproductions of the foregoing. (c) Executive expressly agrees and understands that the remedy at law for any breach by him of this Paragraph 11 may be inadequate and that the damages flowing from such breach are not easily measured in monetary terms. Accordingly, it is acknowledged that, upon adequate proof of Executive's violation of any provision of this Paragraph 11, the Company shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach and may withhold any amounts owed to Executive pursuant to this Agreement. Nothing in this Paragraph 11 shall be deemed to limit the Company's remedies at law or in equity for any breach by Executive of any of the provisions of this Paragraph 11 that may be pursued by the Company. (d) If Executive shall violate any legally enforceable provision of this Paragraph 11 as to which there is a specific time period during which he is prohibited from taking certain actions or from engaging in certain activities, as set forth in such provision, then, in such event, such violation shall toll the running of such time period from the date of such violation until such violation shall cease. (e) Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon the Company under this Paragraph 11, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition that otherwise would be unfair to the Company, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive's sole means of support, are fully required to protect the legitimate interests of the Company and do not confer a benefit upon the Company disproportionate to the detriment to Executive. 87 12 11. Withholding Taxes. All payments to Executive hereunder shall be subject to withholding on account of federal, state and local taxes as required by law. 12. No Conflicting Agreements. Executive represents and warrants that he is not a party to any agreement, contract or understanding, whether an employment contract or otherwise, that would restrict or prohibit him from undertaking or performing employment in accordance with the terms and conditions of this Agreement. 13. Severable Provisions. The provisions of this Agreement are severable and if any one or more of its provisions is determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provision to the extent enforceable in any jurisdiction nevertheless shall be binding and enforceable. 14. Binding Agreement. The rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding on, the Company and its successors and assigns, and the rights and obligations (other than obligations to perform services) of Executive under this Agreement shall inure to the benefit of, and shall be binding upon, Executive and his heirs, personal and legal representatives, executors, successors and administrators. The Company will require any successors or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all the business or assets of the Company by agreement in form and substance satisfactory to the Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. Any failure of the Company to obtain such agreement prior to the effectiveness of any such succession or assignment shall be a material breach of this Agreement and shall entitle the Executive to terminate his employment for Good Reason. As used in this Agreement, the "Company" shall mean the Company as hereinbefore defined and any successor or assign to its business or assets as aforesaid which executes and delivers the agreement provided for herein or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. If the Executive should die while any amounts are still payable to him, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's devisee, legatee, or other designee of, if there be no such designee, to the Executive's estate. 15. Notices. Notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when sent by certified mail, postage prepaid, addressed to the intended recipient at the address set forth at the end of this Agreement, or at such other address as such intended recipient hereafter may have designated 88 13 most recently to the other party hereto with specific reference to this Paragraph 16. 16. Consent to Jurisdiction. Executive and the Company each irrevocably: (i) submits to the exclusive jurisdiction of the Florida courts and the United States district court(s) in Florida for the purpose of any proceedings arising out of this Agreement or any transaction contemplated by this Agreement; (ii) agrees not to commence such proceeding except in these courts; (iii) agrees that service of any process, summons, notice or document by U.S. registered mail to a party's address as provided herein shall be effective service of process for any such proceeding; and (iv) waives any objection to the laying of venue of any such proceeding in these courts. 17. Waiver of Jury Trial. Each party waives, to the fullest extent permitted by law, any right he or it may have to a trial by jury in respect of any suit, action or proceeding arising out of this Agreement or any transaction contemplated by this Agreement. Each party certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce this waiver; and acknowledges that he or it and the other party have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Paragraph 18. 18. Waiver. The failure of either party to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision as to any future violation thereof, or prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted the parties herein are cumulative and the waiver of any single remedy shall not constitute a waiver of such party's right to assert all other legal remedies available to it under the circumstances. 19. Miscellaneous. This Agreement supersedes all prior agreements and understandings between the parties and may not be modified or terminated orally. All obligations and liabilities of each party hereto in favor of the other party hereto relating to matters arising prior to the date hereof have been fully satisfied, paid and discharge. No modification, termination or attempted waiver shall be valid unless in writing and signed by the party against whom the same is sought to be enforced. 20. Governing Law. This Agreement shall be governed by and construed according to the laws of the State of Florida. 21. Captions and Paragraph Headings. Captions and paragraph headings used herein are for convenience and are not a part of this Agreement and shall not be used in construing it. 22. Legal Fees. If any legal action is required to enforce Executive's rights under this Agreement, 89 14 Executive shall be entitled to recover from the Company any expenses for attorneys' fees and disbursements reasonably incurred by him if he is the prevailing party. 23. No Obligation To Mitigate Damages. Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as the result of employment by another employer after the termination of his employment, or otherwise. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first set forth above. EXECUTIVE: /s/ Charles H. Heist III -------------------------------------------- Name: Charles H. Heist III Address: 2241 Alligator Creek, Clearwater, Florida 33765 ABLEST INC. By: /s/ W. David Foster ----------------------------------------- Name: W. David Foster Title: Chief Executive Officer 90 15 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is entered into as of September 1, 2000, between Ablest Inc., a Delaware corporation (the "Company"), and W. David Foster ("Executive"). W I T N E S S E T H: WHEREAS, the Company and Executive desire to enter into this Agreement to insure the Company of the services of Executive, to provide for compensation and other benefits to be paid and provided by the Company to Executive in connection therewith, and to set forth the rights and duties of the parties in connection therewith; NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereby agree as follows: 5. Employment. (d) Title. The Company hereby employs Executive as Chief Executive Officer, and Executive hereby accepts such employment, on the terms and conditions set forth herein. (e) Duties. During the term of this Agreement and any renewal hereof (all references herein to the term of this Agreement shall include references to the period of renewal hereof, if any), Executive shall be and have the title, duties and authority of Chief Executive Officer of the Company and shall devote his entire business time and all reasonable efforts to his employment and shall perform diligently such duties as are customarily performed by the Chief Executive Officer of companies the size and structure of the Company, together with such other duties as may be reasonably required from time to time by the Board of Directors of the Company or Chairman of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by Executive, Executive shall not be required to report to any officer except the Chairman of the Company and shall report to the Board of Directors. (f) Outside Interests. Executive shall not, without the prior written consent of the Company, directly or indirectly, during the term of this Agreement, other than in the performance of duties naturally inherent to the business of the Company and in furtherance thereof, render services of a business, professional or commercial nature to any other person or firm, whether for compensation or otherwise; provided, however, that Executive may attend to outside investments, and serve as a director, trustee or officer of, or otherwise participate in, educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with his full-time employment 91 16 hereunder. 6. Term. Subject to the provisions for renewal and termination hereinafter provided, the term of this Agreement shall begin on the date hereof and shall continue for the current calendar year and for the succeeding three calendar years (the "Initial Term"). As of January 1, 2004, and as of January 1 of each succeeding calendar year thereafter, the term hereof automatically shall be renewed for one year (each such year, a "One-Year Renewal Term"), unless: (i) this Agreement is terminated as provided in Paragraph 7 hereof, or (ii) either the Company or Executive shall have given notice of non-renewal of this Agreement to the other at least six (6) months before January 1, 2004, or six (6) months before the beginning of any such succeeding one (1) year period, as the case may be (for example, unless such written notice of non-renewal is given on or prior to July 1, 2003, the term of this Agreement automatically will be renewed for one year, effective January 1, 2004, through December 31, 2004) (a "Non-renewal Notice"). 7. Directorship. Management of the Company will, at every election for the Board of Directors while Executive is employed by the Company as Chief Executive Officer, use its best efforts to have Executive nominated for a seat on the Board as a member of the management slate. Executive's nomination and continuation as a director shall be subject to the will of the Board of Directors and the Company's stockholders, as provided in the Company's charter and bylaws. Removal of Executive from, or non-election of Executive to, the Board of Directors as provided in the Company's charter and bylaws shall in no event be deemed a breach of this Agreement by the Company. 8. Compensation. (c) Salary. For all services he may render to the Company during the term of this Agreement, the Company shall pay to Executive the following salary in those installments customarily used in payment of salaries to the Company's senior executives (but in no event less frequently than monthly): (iii) for the period beginning on the date hereof and ending December 31, 2000, salary equal to an annual salary of Two Hundred Forty Thousand Dollars ($240,000), multiplied by the ratio of the number of days in the period beginning on the date hereof and ending on the last day of 2000 to 366; and (iv) for the calendar year beginning on January 1, 2001, and for each calendar year thereafter during the term of this Agreement, salary as determined by the Compensation Committee, which in no event shall be less than the annual salary that was payable by the Company to Executive under this Paragraph 4(a) for the immediately preceding calendar year. (d) Bonus. Executive shall be entitled to participate in any bonus program implemented by the 92 17 Compensation Committee of the Board of Directors for senior executives generally of the Company, with pertinent terms and goals to be established annually or otherwise by the Compensation Committee in its sole discretion. (e) Benefits. Executive shall be entitled, subject to the terms and conditions of the appropriate plans, to all benefits provided by the Company to senior executives generally from time to time during the term of this Agreement. (f) Business Expenses. Upon delivery of proper documentation therefor Executive shall be reimbursed for all travel, hotel and business expenses when incurred on Company business during the term of this Agreement. (g) Perquisites. During the term of this Agreement, Company shall furnish Executive, at the Company's cost, with the use of a late model automobile of a make and quality comparable to the automobile that the Company has furnished to Executive to date in 2000. Executive shall be entitled to such other perquisites as are provided by the Company to senior executives generally from time to time during the term hereof. 9. Restricted Stock. (a) In recognition of the value Executive has created in the Company and in order to encourage Executive to use his talents to enhance the operations and profitability of the Company in the future, the Company hereby grants and issues to Executive 30,000 restricted shares of common stock, $.05 par value, of the Company (the "Restricted Shares"). On January 1 of each of calendar years 2001 through 2003 (each such date, a "Maturity Date"), one-third of the Restricted Shares shall vest and a stock certificate for such vested shares shall be delivered to Executive. Prior to an applicable Maturity Date, the Company shall hold all stock certificates for Restricted Shares that have not vested. So long as this agreement is in effect and Executive is not in breach hereof, Executive will be entitled to vote all Restricted Shares at meetings of the shareholders of the Company. No cash dividends or equivalent amounts shall be paid on the Restricted Shares prior to vesting. On each Maturity Date, the Company shall pay to Executive an amount in cash or in kind, as appropriate, that shall be equal to the cash or other dividends, if any, that would have been paid between the date hereof and the particular Maturity Date with respect to issued and outstanding common shares equal in number to the number of Restricted Shares maturing on such Maturity Date. No interest shall be paid on any dividend equivalent or any part thereof. 93 18 (b) If Executive's employment hereunder 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 Executive for Good Reason, all Restricted Shares will vest automatically at the time of such termination. (c) On each Maturity Date, or at any time that the Restricted Shares automatically vest as provided in Section 5(b) hereof, the Company shall pay to Executive (or his estate, as the case may be) an amount in cash equal to 66% of the fair market value of the Restricted Shares vested on such date or at such time, such cash amount to be paid not later than December 15 of the year in which such shares vested. (d) If Executive's employment hereunder terminates prior to any vesting date for reasons other than death, Disability, Change in Control of the Company, termination without Cause by the Company, or termination by Executive for Good Reason, all unvested Restricted Shares will be forfeited. 10. Payment in the Event of Death or Disability. (e) In the event of Executive's death or Disability during the term of this Agreement, for a period equal to the lesser of (i) twelve (12) months following the date of such death or Disability or (ii) the balance of the term remaining hereunder at such date, the Company shall continue to pay to Executive (or his estate) Executive's then effective per annum rate of salary, as determined under Paragraph 4(a), and provide to Executive (or to his family members covered under his family medical coverage) the same family medical coverage as provided to Executive on the date of such death or Disability. (f) Except as otherwise provided in Paragraph 6(a), in he event of Executive's death or Disability Executive's employment hereunder shall terminate and Executive shall be entitled to no further compensation or other payments or benefits under this Agreement, except as to the Restricted Shares as set forth in Paragraph 5 hereof and any unpaid salary, bonus, or other benefits accrued and earned by him up to and including the date of such death or Disability. (g) For purposes of this Agreement, Executive's Disability shall be deemed to have occurred after one hundred fifty (150) days in the aggregate during any consecutive twelve (12) month period, or after ninety (90) consecutive days, during which one hundred fifty (150) or ninety (90) days, as the case may be, Executive, by reason of his physical or mental disability or illness, shall have been unable to discharge his duties hereunder. The date of Disability shall be such one hundred fiftieth (150th) or ninetieth (90th) day, as the case may be. If the Company or Executive, after receipt of notice of Executive's Disability from the other, dispute that Executive's Disability shall have 94 19 occurred, Executive shall promptly submit to a physical examination by the chief of medicine of any major accredited hospital in the Tampa or Clearwater, Florida, metropolitan area selected by the Company and, unless such physician shall issue his written statement to the effect that in his or her opinion, based on his or her diagnosis, Executive is capable of resuming his employment and devoting his full time and energy to discharging his duties within thirty (30) days after the date of such statement, such Disability shall be deemed to have occurred. (h) The payments to be made by the Company to Executive hereunder shall be offset and reduced by the amount of any insurance proceeds (on a tax-effected basis) paid to Executive (or his estate) from insurance policies obtained by the Company other than insurance policies provided under Company-wide employee benefit and welfare plans. 11. Termination (i) The employment of Executive under this Agreement: (vii) shall be terminated automatically upon the death or Disability of Executive; (viii) may be terminated for Cause at any time by the Company, with any such termination not being in limitation of any other right or remedy the Company may have under this Agreement or otherwise; (ix) may be terminated at any time by the Company without Cause with 30 days advance notice to Executive; (x) may be terminated at any time by Executive with thirty (30) days' advance notice to the Company; (xi) may be terminated by Executive for Good Reason if the Company fails to cure the event constituting Good Reason within thirty (30) days of written notice of such event from Executive, provided that Executive has given notice of the event forming the basis of Good Reason within ninety (90) days after he has knowledge thereof; or (xii) shall be terminated automatically at the end of the term of this Agreement then in effect if either party gives to the other party a Non-renewal Notice. (j) Upon any termination hereunder, Executive shall be deemed automatically to have resigned from all offices and directorships held by him in the Company. 95 20 (k) Executive's employment with the Company for all purposes shall be deemed to have terminated as of the effective date of such termination hereunder (the "Date of Termination"), irrespective of whether the Company has a continuing obligation under this Agreement to make payments or provide benefits to Executive after such date. (l) Certain Termination Payments. (m) If Executive's employment with the Company is terminated by the Company without Cause or by Executive for Good Reason, in each case other than following a Change in Control, the Company shall (i) continue to pay to Executive the per annum rate of salary then in effect under Paragraph 4(a) and provide him and his family with the benefits described in Paragraph 4(c) then in effect (unless the terms of the applicable plans expressly prohibit the continuation of such benefits after such termination and cannot be amended, with applicability of such amendment limited to Executive, to provide for such continuation, in which case the Company shall procure and pay for substantially similar substitute benefits except for any pension or 401(k) Plan benefit) for a period equal to the remainder of the Initial Term or any One-Year Renewal Term, as the case may be, and (ii) pay Executive on or before the thirtieth day after the Date of Termination an amount equal to the product of (i) the target bonus opportunity for the year in which such termination occurs times (ii) the number of years for which a bonus opportunity would have been provided to him under Paragraph 4(b) hereof had he remained employed hereunder for the Term. (n) If Executive's employment is terminated by the Company with Cause or by Executive without Good Reason, Executive shall be entitled to no further compensation or other payments or benefits under this Agreement, except as to that portion of any unpaid salary and other benefits accrued and earned by him under Paragraphs 4(a) and 4(c) hereof up to and including the Date of Termination. 12. Change in Control Termination Payments. (o) Executive will be entitled to the compensation set forth in Paragraph 9(b) hereof (the "CIC Compensation") if his employment is terminated within two years after a Change in Control (i) by the Company without Cause, or (ii) by him with Good Reason (in either case, the "CIC Trigger"). Notwithstanding the foregoing, Executive will not be entitled to CIC Compensation in the event of a termination of his employment on account of: (i) Death or Disability; (ii) Retirement; or (iii) a Qualified Sale of Business. (p) In the event of a CIC Trigger, Executive shall be entitled to the CIC Compensation provided below: 96 21 (v) In lieu of any further salary, bonus or other payments to Executive for periods subsequent to the Date of Termination, the Company shall pay to Executive not later than the tenth day following the Date of Termination a cash amount equal to the sum of: (x) an amount equal to three times Executive's annual base salary in effect on the date of Termination (the "Base Salary"); (y) an amount equal to three times the sum of (A) the target bonus opportunity in the year of such termination and (B) the contribution, if any, paid by the Company for the benefit of Executive to any 401(k) Plan in the last complete fiscal year of the Company; and (z) the present value, determined as of the Date of Termination, of the sum of all benefits which have accrued to Executive but have not vested under any retirement plan of the Company (the "Retirement Plan") as of the Date of Termination and all additional benefits which would have accrued to Executive under the Retirement Plan had he continued to be employed by the Company on the same terms he was employed on the Date of Termination from the Date of Termination to the date thirty-six (36) months after the Date of Termination. For purposes hereof, the present value of a future payment shall be calculated by reference to the actuarial assumptions (including assumptions with respect to interest rates) in use immediately prior to the Change in Control for purpose of calculating actuarial equivalents under the Retirement Plan. (vi) Until the earlier of Executive's death or the end of the twelve (12) month period following the Date of Termination, the Company shall arrange to provide Executive life, health, disability and accident insurance benefits and the package of "Executive benefits" substantially similar to those which Executive was receiving immediately prior to the Date of Termination, or immediately prior to a Change in Control, if greater, provided that Executive shall be obliged to continue to pay that proportion of premiums paid by him immediately prior to the Change in Control. (vii) The Company shall vest and accelerate the exercise date of all stock options, if any, granted to Executive (the "Options") that are unvested or not exercisable on the Date of Termination, to the end that the Options shall be immediately exercisable for the duration of their respective original terms. (viii) Executive shall have the right within one year following the later of 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 the date prior to the date of the Change in Control. (ix) As set forth in Paragraph 5(b) hereof, all Restricted Shares will vest and be delivered to Executive. 97 22 (q) If the CIC Compensation hereunder, either alone or together with other payments to Executive from the Company, would constitute an "excess parachute payment" (as defined in Section 280G of the Internal Revenue Code of 1986, as amended from time to time (the "Code")), such CIC Compensation shall be reduced to the largest amount that will result in no portion of the payments hereunder 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. 13. Definitions. (b) "Beneficial Owner" shall have the meaning provided in Rule 13d-3 promulgated under the Exchange Act. (r) "Cause" means: (iv) Executive's conviction of, or plea of "no contest" to, a felony; (v) Executive's willfully engaging in an act or series of acts of gross misconduct that result in demonstrable and material injury to the Company; or (vi) Executive's material breach of any provision of this Agreement, which breach has not been cured in all material respects within twenty (20) days after the Company gives notice thereof to Executive. (d) "Change in Control" means any of the following events: (iv) 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 (v) 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 rules and regulations promulgated under the Securities Exchange Act of 1934, 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; provided, however, that a Transaction which would 98 23 otherwise not result in a Change in Control because of the resulting ownership of more than 50% of the voting securities of the surviving company, its parent, or a purchaser of the assets will, nonetheless, be deemed to be a Change in Control but only in connection with a termination for Good Reason; or (vi) 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). (s) "Good Reason" means any of the following: (vii) The reduction of Executive's annual salary or bonus opportunity below the higher of (A) the amount of annual salary or bonus opportunity in effect immediately prior to a Change in Control or (B) the highest amount of annual salary or bonus opportunity in effect at any time thereafter; (viii) (A) any failure by the Company to continue in effect or provide plans or arrangements pursuant to which Executive will be entitled to receive grants relating to the securities of the Company (including, without limitation, stock options, stock appreciation rights, restricted stock or other equity based awards) of the same type as Executive was participating in immediately prior to a Change in Control (hereinafter referred to as "Securities Plans") or providing substitutes for such Securities Plans which in the aggregate provide substantially similar economic benefits; or (B) the taking of any action by the Company which would adversely affect Executive's participation in, or benefits under, any such Securities Plan or its substitute if in the aggregate Executive is not provided substantially similar economic benefits; provided, however, that for these purposes, any determination of whether Good Reason exists under (A) or (B) of this subsection (ii) because Executive is or is not provided substantially similar economic benefits in the aggregate will be made with due consideration given to Executive's base salary, other cash compensation and any other equity based incentive programs pursuant to which Executive is also entitled to receive equity based incentive compensation, and not solely on the basis of whether Executive is or is not entitled or eligible to receive equity based incentive compensation; (ix) the assignment to Executive of any duties inconsistent with, or a diminution of, Executive's duties, title, offices, responsibilities or status from those of Executive with the Company, or any removal of 99 24 Executive from or any failure to reelect or reappoint Executive to any of such positions, including as a Director, except in connection with the termination of Executive's employment for Disability, Retirement or Cause or as a result of Executive's death; (x) in the event of a Transaction that is deemed to be a Change in Control solely as a result of Paragraph 10(c)(ii) of this Agreement, removal of Executive from the position he held with the Company prior to such Transaction (or Executive's not holding the comparable position in the parent company following such Transaction) or the diminishing of his duties or responsibilities in a manner that would be Good Reason under Paragraph 10(d)(iii) above; (xi) the Company's requiring Executive to be based at a location more than 50 miles from the location where Executive was based on the Effective Date or to substantially increase on a regularly recurring basis his business travel obligations; or (xii) the material breach of this Agreement by the Company when the Company does not have Cause to terminate Executive. (h) "Person" shall have the meaning provided in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and as used in Sections 13(d) and 14(d) thereof, including a "group" (as defined in Section 13(d) of the Exchange Act). (i) "Qualified Sale of Business" shall mean the sale of a business unit in which Executive was employed before such sale so long as Executive has been offered employment with the purchaser of such business unit upon substantially the same terms under which he worked for the Company, including change-in-control compensation. (j) "Retirement" shall mean voluntary, late, normal or early retirement under a pension plan sponsored by the Company, as defined in such plan, or as otherwise defined or determined by the Compensation Committee of the Board of Directors of the Company with respect to senior executives of the Company generally. 14. Certain Covenants (c) Noncompete and Nonsolicitation. Executive acknowledges the Company's reliance on and expectation of Executive's continued commitment to performance of his duties and responsibilities during the term of this Agreement. In light of such reliance and expectation, during the term hereof and for two years after termination of Executive's employment and this Agreement under Paragraph 7 hereof, other than termination by Executive for Good Reason or by the Company without Cause, Executive shall not, directly or indirectly, do or suffer any of the following: 100 25 (iv) Own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity, or otherwise engage in any business, which is in competition with the business of the Company as and where conducted by it at the time of such termination; provided, however, that the ownership of not more than five percent (5%) of any class of publicly traded securities of any entity shall not be deemed a violation of this covenant; (v) Solicit the employment of, assist in the soliciting the employment of, or otherwise solicit the association in business with any person or entity of, any employee, consultant or agent of the Company; or (vi) Induce any person who is a customer of the Company to terminate said relationship. (d) Nondisclosure; Return of Materials. During the term of his employment by the Company and following termination of such employment, Executive will not disclose (except as required by his duties to the Company), any concept, design, process, technology, trade secret, customer list, plan, embodiment or invention, any other intellectual property ("Intellectual Property") or any other confidential information, whether patentable or not, of Company of which Executive becomes informed or aware during his employment, whether or not developed by Executive. In the event of the termination of his employment with the Company or the expiration of this Agreement, Executive will return to the Company all documents, data and other materials of whatever nature, including, without limitation, drawings, specifications, research, reports, embodiments, software and manuals that pertain to his employment with the Company or to any Intellectual Property and shall not retain or cause or allow any third party to retain photocopies or other reproductions of the foregoing. (t) Executive expressly agrees and understands that the remedy at law for any breach by him of this Paragraph 11 may be inadequate and that the damages flowing from such breach are not easily measured in monetary terms. Accordingly, it is acknowledged that, upon adequate proof of Executive's violation of any provision of this Paragraph 11, the Company shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach and may withhold any amounts owed to Executive pursuant to this Agreement. Nothing in this Paragraph 11 shall be deemed to limit the Company's remedies at law or in equity for any breach by Executive of any of the provisions of this Paragraph 11 that may be pursued by the Company. (u) If Executive shall violate any legally enforceable provision of this Paragraph 11 as to which there is a specific time period during which he is prohibited from taking certain actions or from engaging in certain 101 26 activities, as set forth in such provision, then, in such event, such violation shall toll the running of such time period from the date of such violation until such violation shall cease. (v) Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon the Company under this Paragraph 11, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition that otherwise would be unfair to the Company, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive's sole means of support, are fully required to protect the legitimate interests of the Company and do not confer a benefit upon the Company disproportionate to the detriment to Executive. 15. Withholding Taxes. All payments to Executive hereunder shall be subject to withholding on account of federal, state and local taxes as required by law. 16. No Conflicting Agreements. Executive represents and warrants that he is not a party to any agreement, contract or understanding, whether an employment contract or otherwise, that would restrict or prohibit him from undertaking or performing employment in accordance with the terms and conditions of this Agreement. 17. Severable Provisions. The provisions of this Agreement are severable and if any one or more of its provisions is determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provision to the extent enforceable in any jurisdiction nevertheless shall be binding and enforceable. 18. Binding Agreement. The rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding on, the Company and its successors and assigns, and the rights and obligations (other than obligations to perform services) of Executive under this Agreement shall inure to the benefit of, and shall be binding upon, Executive and his heirs, personal and legal representatives, executors, successors and administrators. The Company will require any successors or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all the business or assets of the Company by agreement in form and substance satisfactory to the Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. Any failure of the Company to obtain such agreement prior to the effectiveness of any such succession or assignment shall be a material breach of this Agreement and shall entitle the Executive to terminate his employment for Good Reason. As used in this Agreement, the "Company" shall mean the Company as hereinbefore 102 27 defined and any successor or assign to its business or assets as aforesaid which executes and delivers the agreement provided for herein or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. If the Executive should die while any amounts are still payable to him, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's devisee, legatee, or other designee of, if there be no such designee, to the Executive's estate. 19. Notices. Notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when sent by certified mail, postage prepaid, addressed to the intended recipient at the address set forth at the end of this Agreement, or at such other address as such intended recipient hereafter may have designated most recently to the other party hereto with specific reference to this Paragraph 16. 20. Consent to Jurisdiction. Executive and the Company each irrevocably: (i) submits to the exclusive jurisdiction of the Florida courts and the United States district court(s) in Florida for the purpose of any proceedings arising out of this Agreement or any transaction contemplated by this Agreement; (ii) agrees not to commence such proceeding except in these courts; (iii) agrees that service of any process, summons, notice or document by U.S. registered mail to a party's address as provided herein shall be effective service of process for any such proceeding; and (iv) waives any objection to the laying of venue of any such proceeding in these courts. 21. Waiver of Jury Trial. Each party waives, to the fullest extent permitted by law, any right he or it may have to a trial by jury in respect of any suit, action or proceeding arising out of this Agreement or any transaction contemplated by this Agreement. Each party certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce this waiver; and acknowledges that he or it and the other party have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Paragraph 18. 22. Waiver. The failure of either party to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision as to any future violation thereof, or prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted the parties herein are cumulative and the waiver of any single remedy shall not constitute a waiver of such party's right to assert all other legal remedies available to it under the circumstances. 23. Miscellaneous. This Agreement supersedes all prior agreements and understandings between the parties and may not be modified or terminated orally. All obligations and liabilities of each party hereto in favor of the 103 28 other party hereto relating to matters arising prior to the date hereof have been fully satisfied, paid and discharge. No modification, termination or attempted waiver shall be valid unless in writing and signed by the party against whom the same is sought to be enforced. 24. Governing Law. This Agreement shall be governed by and construed according to the laws of the State of Florida. 25. Captions and Paragraph Headings. Captions and paragraph headings used herein are for convenience and are not a part of this Agreement and shall not be used in construing it. 26. Legal Fees. If any legal action is required to enforce Executive's rights under this Agreement, Executive shall be entitled to recover from the Company any expenses for attorneys' fees and disbursements reasonably incurred by him if he is the prevailing party. 27. No Obligation To Mitigate Damages. Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as the result of employment by another employer after the termination of his employment, or otherwise. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first set forth above. EXECUTIVE: /s/ W. David Foster ------------------------------------------------------- Name: W. David Foster Address: 3045 Braeloch Circle, Clearwater, Florida 33761 ABLEST INC. By: /s/ Charles H. Heist ------------------------------------------------- Name: Charles H. Heist Title: Chairman of the Board 104 29 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is entered into as of September 1, 2000, between Ablest Inc., a Delaware corporation (the "Company"), and Kurt R. Moore ("Executive"). WITNESSETH: WHEREAS, the Company and Executive desire to enter into this Agreement to insure the Company of the services of Executive, to provide for compensation and other benefits to be paid and provided by the Company to Executive in connection therewith, and to set forth the rights and duties of the parties in connection therewith; NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereby agree as follows: 28. Employment. The Company hereby employs Executive as President, and Executive hereby accepts such employment, on the terms and conditions set forth herein. During the term of this Agreement and any renewal hereof (all references herein to the term of this Agreement shall include references to the period of renewal hereof, if any), Executive shall be and have the title, duties and authority of President of the Company and shall devote his entire business time and all reasonable efforts to his employment and shall perform diligently such duties as are customarily performed by the President of companies the size and structure of the Company, together with such other duties as may be reasonably required from time to time by the Board of Directors of the Company or Chairman of the Company. Without limiting the generality of any of the foregoing, except as hereafter expressly agreed in writing by Executive, Executive shall not be required to report to any officer except the Chairman or the Chief Executive Officer and shall report to the Board of Directors. 29. Term. Subject to the provisions for renewal and termination hereinafter provided, the term of this Agreement shall begin on the date hereof and shall continue for the current calendar year and for the succeeding three calendar years (the "Initial Term"). As of January 1, 2004, and as of January 1 of each succeeding calendar year thereafter, the term hereof automatically shall be renewed for one year (each such year, a "One-Year Renewal Term"), unless: (i) this Agreement is terminated as provided in Paragraph 7 hereof, or (ii) either the Company or Executive shall have given notice of non-renewal of this Agreement to the other at least six (6) months before January 1, 2004, or six (6) months before the beginning of any such succeeding one (1) year period, as the case may be (for example, unless such written notice of non-renewal is given on or prior to July 1, 2003, the term of this Agreement automatically will be renewed for one year, effective January 1, 2004, through December 31, 2004) (a "Non-renewal Notice"). 105 30 30. Outside Interests. Executive shall not, without the prior written consent of the Company, directly or indirectly, during the term of this Agreement, other than in the performance of duties naturally inherent to the business of the Company and in furtherance thereof, render services of a business, professional or commercial nature to any other person or firm, whether for compensation or otherwise; provided, however, that Executive may attend to outside investments, and serve as a director, trustee or officer of, or otherwise participate in, educational, welfare, social, religious and civic organizations so long as such activities do not materially interfere with his full-time employment hereunder. 31. Compensation. (h) Salary. For all services he may render to the Company during the term of this Agreement, the Company shall pay to Executive the following salary in those installments customarily used in payment of salaries to the Company's senior executives (but in no event less frequently than monthly): (v) for the period beginning on the date hereof and ending December 31, 2000, salary equal to an annual salary of Two Hundred Thousand Dollars ($200,000), multiplied by the ratio of the number of days in the period beginning on the date hereof and ending on the last day of 2000 to 366; and (vi) for the calendar year beginning on January 1, 2001, and for each calendar year thereafter during the term of this Agreement, salary as determined by the Compensation Committee, which in no event shall be less than the annual salary that was payable by the Company to Executive under this Paragraph 4(a) for the immediately preceding calendar year. (i) Bonus. Executive shall be entitled to participate in any bonus program implemented by the Compensation Committee of the Board of Directors for senior executives generally of the Company, with pertinent terms and goals to be established annually or otherwise by the Compensation Committee in its sole discretion. (j) Benefits. Executive shall be entitled, subject to the terms and conditions of the appropriate plans, to all benefits provided by the Company to senior executives generally from time to time during the term of this Agreement. (k) Business Expenses. Upon delivery of proper documentation therefor Executive shall be reimbursed for all travel, hotel and business expenses when incurred on Company business during the term of this Agreement. (l) Perquisites. During the term of this Agreement, Company shall furnish Executive, at the 106 31 Company's cost, with the use of a late model automobile of a make and quality comparable to the automobile that the Company has furnished to Executive to date in 2000. Executive shall be entitled to such other perquisites as are provided by the Company to senior executives generally from time to time during the term hereof. 32. Restricted Stock. (w) In recognition of the value Executive has created in the Company and in order to encourage Executive to use his talents to enhance the operations and profitability of the Company in the future, the Company hereby grants and issues to Executive 30,000 restricted shares of common stock, $.05 par value, of the Company (the "Restricted Shares"). On January 1 of each of calendar years 2001 through 2003 (each such date, a "Maturity Date"), one-third of the Restricted Shares shall vest and a stock certificate for such vested shares shall be delivered to Executive. Prior to an applicable Maturity Date, the Company shall hold all stock certificates for Restricted Shares that have not vested. So long as this agreement is in effect and Executive is not in breach hereof, Executive will be entitled to vote all Restricted Shares at meetings of the shareholders of the Company. No cash dividends or equivalent amounts shall be paid on the Restricted Shares prior to vesting. On each Maturity Date, the Company shall pay to Executive an amount in cash or in kind, as appropriate, that shall be equal to the cash or other dividends, if any, that would have been paid between the date hereof and the particular Maturity Date with respect to issued and outstanding common shares equal in number to the number of Restricted Shares maturing on such Maturity Date. No interest shall be paid on any dividend equivalent or any part thereof. (x) If Executive's employment hereunder 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 Executive for Good Reason, all Restricted Shares will vest automatically at the time of such termination. (y) On each Maturity Date, or at any time that the Restricted Shares automatically vest as provided in Section 5(b) hereof, the Company shall pay to Executive (or his estate, as the case may be) an amount in cash equal to 66% of the fair market value of the Restricted Shares vested on such date or at such time, such cash amount to be paid not later than December 15 of the year in which such shares vested. (z) If Executive's employment hereunder terminates prior to any vesting date for reasons other than death, Disability, Change in Control of the Company, termination without Cause by the Company, or termination by Executive for Good Reason, all unvested Restricted Shares will be forfeited. 33. Payment in the Event of Death or Disability. 107 32 (aa) In the event of Executive's death or Disability during the term of this Agreement, for a period equal to the lesser of (i) twelve (12) months following the date of such death or Disability or (ii) the balance of the term remaining hereunder at such date, the Company shall continue to pay to Executive (or his estate) Executive's then effective per annum rate of salary, as determined under Paragraph 4(a), and provide to Executive (or to his family members covered under his family medical coverage) the same family medical coverage as provided to Executive on the date of such death or Disability. (bb) Except as otherwise provided in Paragraph 6(a), in the event of Executive's death or Disability Executive's employment hereunder shall terminate and Executive shall be entitled to no further compensation or other payments or benefits under this Agreement, except as to the Restricted Shares as set forth in Paragraph 5 hereof and any unpaid salary, bonus, or other benefits accrued and earned by him up to and including the date of such death or Disability. (cc) For purposes of this Agreement, Executive's Disability shall be deemed to have occurred after one hundred fifty (150) days in the aggregate during any consecutive twelve (12) month period, or after ninety (90) consecutive days, during which one hundred fifty (150) or ninety (90) days, as the case may be, Executive, by reason of his physical or mental disability or illness, shall have been unable to discharge his duties hereunder. The date of Disability shall be such one hundred fiftieth (150th) or ninetieth (90th) day, as the case may be. If the Company or Executive, after receipt of notice of Executive's Disability from the other, dispute that Executive's Disability shall have occurred, Executive shall promptly submit to a physical examination by the chief of medicine of any major accredited hospital in the Tampa or Clearwater, Florida, metropolitan area selected by the Company and, unless such physician shall issue his written statement to the effect that in his or her opinion, based on his or her diagnosis, Executive is capable of resuming his employment and devoting his full time and energy to discharging his duties within thirty (30) days after the date of such statement, such Disability shall be deemed to have occurred. (dd) The payments to be made by the Company to Executive hereunder shall be offset and reduced by the amount of any insurance proceeds (on a tax-effected basis) paid to Executive (or his estate) from insurance policies obtained by the Company other than insurance policies provided under Company-wide employee benefit and welfare plans. 34. Termination (ee) The employment of Executive under this Agreement: 108 33 (xiii) shall be terminated automatically upon the death or Disability of Executive; (xiv) may be terminated for Cause at any time by the Company, with any such termination not being in limitation of any other right or remedy the Company may have under this Agreement or otherwise; (xv) may be terminated at any time by the Company without Cause with 30 days advance notice to Executive; (xvi) may be terminated at any time by Executive with thirty (30) days' advance notice to the Company; (xvii) may be terminated by Executive for Good Reason if the Company fails to cure the event constituting Good Reason within thirty (30) days of written notice of such event from Executive, provided that Executive has given notice of the event forming the basis of Good Reason within ninety (90) days after he has knowledge thereof; or (xviii) shall be terminated automatically at the end of the term of this Agreement then in effect if either party gives to the other party a Non-renewal Notice. (ff) Upon any termination hereunder, Executive shall be deemed automatically to have resigned from all offices and directorships held by him in the Company. (gg) Executive's employment with the Company for all purposes shall be deemed to have terminated as of the effective date of such termination hereunder (the "Date of Termination"), irrespective of whether the Company has a continuing obligation under this Agreement to make payments or provide benefits to Executive after such date. (hh) Certain Termination Payments. (ii) If Executive's employment with the Company is terminated by the Company without Cause or by Executive for Good Reason, in each case other than following a Change in Control, the Company shall (i) continue to pay to Executive the per annum rate of salary then in effect under Paragraph 4(a) and provide him and his family with the benefits described in Paragraph 4(c) then in effect (unless the terms of the applicable plans expressly prohibit the continuation of such benefits after such termination and cannot be amended, with applicability of such amendment limited to Executive, to provide for such continuation, in which case the Company shall procure and pay for substantially similar substitute benefits except for any pension or 401(k) Plan benefit) for a period equal to the remainder of the Initial Term or any One-Year Renewal Term, as the case may be, and (ii) pay Executive on or before the thirtieth day after the 109 34 Date of Termination an amount equal to the product of (i) the target bonus opportunity for the year in which such termination occurs times (ii) the number of years for which a bonus opportunity would have been provided to him under Paragraph 4(b) hereof had he remained employed hereunder for the Term. (jj) If Executive's employment is terminated by the Company with Cause or by Executive without Good Reason, Executive shall be entitled to no further compensation or other payments or benefits under this Agreement, except as to that portion of any unpaid salary and other benefits accrued and earned by him under Paragraphs 4(a) and 4(c) hereof up to and including the Date of Termination. 35. Change in Control Termination Payments. (kk) Executive will be entitled to the compensation set forth in Paragraph 9(b) hereof (the "CIC Compensation") if his employment is terminated within two years after a Change in Control (i) by the Company without Cause, or (ii) by him with Good Reason (in either case, the "CIC Trigger"). Notwithstanding the foregoing, Executive will not be entitled to CIC Compensation in the event of a termination of his employment on account of: (i) Death or Disability; (ii) Retirement; or (iii) a Qualified Sale of Business. (ll) In the event of a CIC Trigger, Executive shall be entitled to the CIC Compensation provided below: (x) In lieu of any further salary, bonus or other payments to Executive for periods subsequent to the Date of Termination, the Company shall pay to Executive not later than the tenth day following the Date of Termination a cash amount equal to the sum of: (x) an amount equal to three times Executive's annual base salary in effect on the date of Termination (the "Base Salary"); (y) an amount equal to three times the sum of (A) the target bonus opportunity in the year of such termination and (B) the contribution, if any, paid by the Company for the benefit of Executive to any 401(k) Plan in the last complete fiscal year of the Company; and (z) the present value, determined as of the Date of Termination, of the sum of all benefits which have accrued to Executive but have not vested under any retirement plan of the Company (the "Retirement Plan") as of the Date of Termination and all additional benefits which would have accrued to Executive under the Retirement Plan had he continued to be employed by the Company on the same terms he was employed on the Date of Termination from the Date of Termination to the date thirty-six (36) months after the Date of Termination. For purposes hereof, the present value of a future payment shall be calculated by reference to the actuarial assumptions (including assumptions with respect to interest rates) in use immediately prior to the Change in Control for purpose of calculating actuarial equivalents under the Retirement Plan. 110 35 (xi) Until the earlier of Executive's death or the end of the twelve (12) month period following the Date of Termination, the Company shall arrange to provide Executive life, health, disability and accident insurance benefits and the package of "Executive benefits" substantially similar to those which Executive was receiving immediately prior to the Date of Termination, or immediately prior to a Change in Control, if greater, provided that Executive shall be obliged to continue to pay that proportion of premiums paid by him immediately prior to the Change in Control. (xii) The Company shall vest and accelerate the exercise date of all stock options, if any, granted to Executive (the "Options") that are unvested or not exercisable on the Date of Termination, to the end that the Options shall be immediately exercisable for the duration of their respective original terms. (xiii) Executive shall have the right within one year following the later of 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 the date prior to the date of the Change in Control. (xiv) As set forth in Paragraph 5(b) hereof, all Restricted Shares will vest and be delivered to Executive. (mm) If the CIC Compensation hereunder, either alone or together with other payments to Executive from the Company, would constitute an "excess parachute payment" (as defined in Section 280G of the Internal Revenue Code of 1986, as amended from time to time (the "Code")), such CIC Compensation shall be reduced to the largest amount that will result in no portion of the payments hereunder 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. 36. Definitions. (c) "Beneficial Owner" shall have the meaning provided in Rule 13d-3 promulgated under the Exchange Act. (nn) "Cause" means: (vii) Executive's conviction of, or plea of "no contest" to, a felony; (viii) Executive's willfully engaging in an act or series of acts of gross misconduct that result in demonstrable and material injury to the Company; or 111 36 (ix) Executive's material breach of any provision of this Agreement, which breach has not been cured in all material respects within twenty (20) days after the Company gives notice thereof to Executive. (e) "Change in Control" means any of the following events: (vii) 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 (viii) 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 rules and regulations promulgated under the Securities Exchange Act of 1934, 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; provided, however, that a Transaction which would otherwise not result in a Change in Control because of the resulting ownership of more than 50% of the voting securities of the surviving company, its parent, or a purchaser of the assets will, nonetheless, be deemed to be a Change in Control but only in connection with a termination for Good Reason; or (ix) 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). (oo) "Good Reason" means any of the following: (xiii) The reduction of Executive's annual salary or bonus opportunity below the higher of (A) the amount of annual salary or bonus opportunity in effect immediately prior to a Change in Control or (B) the highest amount of annual salary or bonus opportunity in effect at any time thereafter; 112 37 (xiv) (A) any failure by the Company to continue in effect or provide plans or arrangements pursuant to which Executive will be entitled to receive grants relating to the securities of the Company (including, without limitation, stock options, stock appreciation rights, restricted stock or other equity based awards) of the same type as Executive was participating in immediately prior to a Change in Control (hereinafter referred to as "Securities Plans") or providing substitutes for such Securities Plans which in the aggregate provide substantially similar economic benefits; or (B) the taking of any action by the Company which would adversely affect Executive's participation in, or benefits under, any such Securities Plan or its substitute if in the aggregate Executive is not provided substantially similar economic benefits; provided, however, that for these purposes, any determination of whether Good Reason exists under (A) or (B) of this subsection (ii) because Executive is or is not provided substantially similar economic benefits in the aggregate will be made with due consideration given to Executive's base salary, other cash compensation and any other equity based incentive programs pursuant to which Executive is also entitled to receive equity based incentive compensation, and not solely on the basis of whether Executive is or is not entitled or eligible to receive equity based incentive compensation; (xv) the assignment to Executive of any duties inconsistent with, or a diminution of, Executive's duties, title, offices, responsibilities or status from those of Executive with the Company, or any removal of Executive from or any failure to reelect or reappoint Executive to any of such positions, including as a Director, except in connection with the termination of Executive's employment for Disability, Retirement or Cause or as a result of Executive's death; (xvi) in the event of a Transaction that is deemed to be a Change in Control solely as a result of Paragraph 10(c)(ii) of this Agreement, removal of Executive from the position he held with the Company prior to such Transaction (or Executive's not holding the comparable position in the parent company following such Transaction) or the diminishing of his duties or responsibilities in a manner that would be Good Reason under Paragraph 10(d)(iii) above; (xvii) the Company's requiring Executive to be based at a location more than 50 miles from the location where Executive was based on the Effective Date or to substantially increase on a regularly recurring basis his business travel obligations; or (xviii) the material breach of this Agreement by the Company when the Company does not have Cause to terminate Executive. 113 38 (k) "Person" shall have the meaning provided in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and as used in Sections 13(d) and 14(d) thereof, including a "group" (as defined in Section 13(d) of the Exchange Act). (l) "Qualified Sale of Business" shall mean the sale of a business unit in which Executive was employed before such sale so long as Executive has been offered employment with the purchaser of such business unit upon substantially the same terms under which he worked for the Company, including change-in-control compensation. (m) "Retirement" shall mean voluntary, late, normal or early retirement under a pension plan sponsored by the Company, as defined in such plan, or as otherwise defined or determined by the Compensation Committee of the Board of Directors of the Company with respect to senior executives of the Company generally. 37. Certain Covenants (e) Noncompete and Nonsolicitation. Executive acknowledges the Company's reliance on and expectation of Executive's continued commitment to performance of his duties and responsibilities during the term of this Agreement. In light of such reliance and expectation, during the term hereof and for two years after termination of Executive's employment and this Agreement under Paragraph 7 hereof, other than termination by Executive for Good Reason or by the Company without Cause, Executive shall not, directly or indirectly, do or suffer any of the following: (vii) Own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity, or otherwise engage in any business, which is in competition with the business of the Company as and where conducted by it at the time of such termination; provided, however, that the ownership of not more than five percent (5%) of any class of publicly traded securities of any entity shall not be deemed a violation of this covenant; (viii) Solicit the employment of, assist in the soliciting the employment of, or otherwise solicit the association in business with any person or entity of, any employee, consultant or agent of the Company; or (ix) Induce any person who is a customer of the Company to terminate said relationship. (f) Nondisclosure; Return of Materials. During the term of his employment by the Company and following termination of such employment, Executive will not disclose (except as required by his duties to the Company), any concept, design, process, technology, trade secret, customer list, plan, embodiment or invention, any other intellectual property ("Intellectual Property") or any other confidential information, whether patentable or not, of 114 39 Company of which Executive becomes informed or aware during his employment, whether or not developed by Executive. In the event of the termination of his employment with the Company or the expiration of this Agreement, Executive will return to the Company all documents, data and other materials of whatever nature, including, without limitation, drawings, specifications, research, reports, embodiments, software and manuals that pertain to his employment with the Company or to any Intellectual Property and shall not retain or cause or allow any third party to retain photocopies or other reproductions of the foregoing. (pp) Executive expressly agrees and understands that the remedy at law for any breach by him of this Paragraph 11 may be inadequate and that the damages flowing from such breach are not easily measured in monetary terms. Accordingly, it is acknowledged that, upon adequate proof of Executive's violation of any provision of this Paragraph 11, the Company shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach and may withhold any amounts owed to Executive pursuant to this Agreement. Nothing in this Paragraph 11 shall be deemed to limit the Company's remedies at law or in equity for any breach by Executive of any of the provisions of this Paragraph 11 that may be pursued by the Company. (qq) If Executive shall violate any legally enforceable provision of this Paragraph 11 as to which there is a specific time period during which he is prohibited from taking certain actions or from engaging in certain activities, as set forth in such provision, then, in such event, such violation shall toll the running of such time period from the date of such violation until such violation shall cease. (rr) Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon the Company under this Paragraph 11, and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition that otherwise would be unfair to the Company, do not stifle the inherent skill and experience of Executive, would not operate as a bar to Executive's sole means of support, are fully required to protect the legitimate interests of the Company and do not confer a benefit upon the Company disproportionate to the detriment to Executive. 38. Withholding Taxes. All payments to Executive hereunder shall be subject to withholding on account of federal, state and local taxes as required by law. 39. No Conflicting Agreements. Executive represents and warrants that he is not a party to any agreement, contract or understanding, whether an employment contract or otherwise, that would restrict or prohibit him from undertaking or performing employment in accordance with the terms and conditions of this Agreement. 115 40 40. Severable Provisions. The provisions of this Agreement are severable and if any one or more of its provisions is determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provision to the extent enforceable in any jurisdiction nevertheless shall be binding and enforceable. 41. Binding Agreement. The rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding on, the Company and its successors and assigns, and the rights and obligations (other than obligations to perform services) of Executive under this Agreement shall inure to the benefit of, and shall be binding upon, Executive and his heirs, personal and legal representatives, executors, successors and administrators. The Company will require any successors or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all the business or assets of the Company by agreement in form and substance satisfactory to the Executive, expressly, absolutely and unconditionally to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place. Any failure of the Company to obtain such agreement prior to the effectiveness of any such succession or assignment shall be a material breach of this Agreement and shall entitle the Executive to terminate his employment for Good Reason. As used in this Agreement, the "Company" shall mean the Company as hereinbefore defined and any successor or assign to its business or assets as aforesaid which executes and delivers the agreement provided for herein or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. If the Executive should die while any amounts are still payable to him, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's devisee, legatee, or other designee of, if there be no such designee, to the Executive's estate. 42. Notices. Notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when sent by certified mail, postage prepaid, addressed to the intended recipient at the address set forth at the end of this Agreement, or at such other address as such intended recipient hereafter may have designated most recently to the other party hereto with specific reference to this Paragraph 16. 43. Consent to Jurisdiction. Executive and the Company each irrevocably: (i) submits to the exclusive jurisdiction of the Florida courts and the United States district court(s) in Florida for the purpose of any proceedings arising out of this Agreement or any transaction contemplated by this Agreement; (ii) agrees not to commence such proceeding except in these courts; (iii) agrees that service of any process, summons, notice or document by U.S. 116 41 registered mail to a party's address as provided herein shall be effective service of process for any such proceeding; and (iv) waives any objection to the laying of venue of any such proceeding in these courts. 44. Waiver of Jury Trial. Each party waives, to the fullest extent permitted by law, any right he or it may have to a trial by jury in respect of any suit, action or proceeding arising out of this Agreement or any transaction contemplated by this Agreement. Each party certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce this waiver; and acknowledges that he or it and the other party have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Paragraph 18. 45. Waiver. The failure of either party to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision as to any future violation thereof, or prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted the parties herein are cumulative and the waiver of any single remedy shall not constitute a waiver of such party's right to assert all other legal remedies available to it under the circumstances. 46. Miscellaneous. This Agreement supersedes all prior agreements and understandings between the parties and may not be modified or terminated orally. All obligations and liabilities of each party hereto in favor of the other party hereto relating to matters arising prior to the date hereof have been fully satisfied, paid and discharge. No modification, termination or attempted waiver shall be valid unless in writing and signed by the party against whom the same is sought to be enforced. 47. Governing Law. This Agreement shall be governed by and construed according to the laws of the State of Florida. 48. Captions and Paragraph Headings. Captions and paragraph headings used herein are for convenience and are not a part of this Agreement and shall not be used in construing it. 49. Legal Fees. If any legal action is required to enforce Executive's rights under this Agreement, Executive shall be entitled to recover from the Company any expenses for attorneys' fees and disbursements reasonably incurred by him if he is the prevailing party. 50. No Obligation To Mitigate Damages. Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as the result of employment by another employer after the termination of his employment, or otherwise. 117 42 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first set forth above. EXECUTIVE: /s/ Kurt R. Moore ----------------------------------------------- Name: Kurt R. Moore Address: 4815 Cheval Blvd., Lutz, Florida 33549 ABLEST INC. By: /s/ W. David Foster -------------------------------------------- Name: W. David Foster Title: Chief Executive Officer 118 EX-21 9 g67958ex21.txt SUBSIDIARIES OF REGISTRANT 1 EXHIBIT 21 Subsidiaries of the Registrant 119 2 Subsidiaries of the registrant. Th following table sets forth the subsidiaries of the Company on December 31, 2000.

Company State of Incorporation DBA's - ------- ---------------------- ----- Ablest Service Corp. Delaware Ablest Staffing Services Ablest Technology Services ATS Milestone Technologies, Inc. Arizona Ablest Technology Services PLP Corp. Alabama

On January 1, 2001 the above listed subsidiaries were combined, through merger, into Ablest Inc. 120 EX-23 10 g67958ex23.txt CONSENT OF KPMG TO INCORPORATION 1 EXHIBIT 23 Consent of KPMG LLP to incorporation of reports in Form S-8 No. 33-48497 and No. 333-26007 121 2 Independent Auditors' Consent The Board of Directors Ablest Inc. We consent to incorporation by reference in the registration statements No. 33-48497 and 333-48918 on Form S-8 of Ablest Inc. of our reports dated February 16, 2001, relating to the consolidated balance sheets of Ablest Inc. and subsidiaries as of December 31, 2000 and December 26, 1999 and the related consolidated statements of operations, stockholders' equity and cash flows for the years ended December 31, 2000, December 26, 1999 and December 27, 1998, and related schedule, which reports appear in the December 31, 2000 annual report on Form 10-K of Ablest Inc. KPMG LLP Tampa, Florida March 13, 2001 122 -----END PRIVACY-ENHANCED MESSAGE-----

EX-2.2

   1
                                                                     EXHIBIT 2.2

                         Agreement and Plan of Merger by
        Ablest Service Corp., PLP Corp. and Milestone Technologies, Inc.
                                 and Ablest Inc.
                              dated January 1, 2001



                                       46
   2


                          AGREEMENT AND PLAN OF MERGER


         THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into
between Ablest Inc., a Delaware corporation ("Surviving Corporation"), on the
one hand, and Ablest Service Corp., a Delaware corporation, PLP Corp., an
Alabama corporation, and Milestone Technologies, Inc., an Arizona corporation
(herein collectively, the "Merging Corporations"), on the other.

         WHEREAS, the Boards of Directors of the Surviving Corporation and the
Merging Corporations each have determined that it is in the best interest of
each of the Merging Corporations and Surviving Corporation to enter into this
Agreement.

         NOW, THEREFORE, in consideration of the foregoing and the agreements
set forth herein, the Merging Corporations and the Surviving Corporation agree
as follows:

         1.       The Merging Corporations shall be merged into the Surviving
Corporation (the "Merger"), pursuant to Section 253 of the Delaware General
Corporation Law, Section 10-1104 of the Arizona Revised Code, and Section
10-2B-11.04 of the Code of Alabama.

         2.       The name of the Surviving Corporation shall be Ablest Inc.

         3.       The outstanding shares of the Merging Corporations shall be
canceled and no shares of Surviving Corporation shall be issued in exchange
therefor.

         4.       The outstanding shares of Surviving Corporation shall remain
outstanding and shall not be affected by the Merger.

         5.       The Merging Corporations shall from time to time, as and when
requested by Surviving Corporation, execute and deliver all such documents and
instruments and take all such action necessary or desirable to evidence or carry
out the Merger.

         6.       The Merger shall be effective at 12:01 a.m. eastern standard
time, January 1, 2001.

         7.       The Certificate of Incorporation and the Bylaws of Ablest Inc.
as in effect immediately prior to the Merger, shall continue to be the
Certificate of Incorporation and the Bylaws of the Surviving Corporation.

         8.       This Agreement may be executed in any number of counterparts,
each of which when so executed shall be an original, but all such counterparts
together shall constitute one and the same instrument.

         9.       This Agreement has been adopted by the sole shareholder and
the Board of Directors of each of the Merging Corporations.


                                       47

EX-3.1

   1
                                                                     EXHIBIT 3.1


                                   Ablest Inc.
                          Certificate of Incorporation





                                       48
   2


                          CERTIFICATE OF INCORPORATION
                                       OF
                                   ABLEST INC.


                                  ARTICLE FIRST

         The name of the corporation is Ablest Inc.

                                 ARTICLE SECOND

         The name and address of the corporation's registered office in the
State of Delaware is The Corporation Trust Company, Corporation Trust Center,
1209 Orange Street, New Castle County, Wilmington, Delaware.

                                  ARTICLE THIRD

         The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

                                 ARTICLE FOURTH

         The total number of shares which the corporation shall have authority
to issue shall be 8,000,000, divided into two classes, namely: 500,000 shares of
Preferred Stock, par value $.05 per share ("Preferred Stock"), and 7,500,000
shares of Common Stock, par value $.05 per share ("Common Stock").

         The designation, relative rights, preferences and limitations of the
shares of each class and the authority of the Board of Directors of the
corporation to establish and to designate series of the Preferred Stock and to
fix the variations in the relative rights, preferences and limitations as
between such series, and the relative rights, preferences and limitations of
each such series, shall be as follows:

         1.       Preferred Stock.

                  (a)      The Board of Directors of the corporation is
authorized, subject to the limitations prescribed by law and the provisions of
this Section 1 of this Article FOURTH, to provide for the issuance of the
Preferred Stock in series, to establish or change the number of shares to be
included in each such series and to fix the designation, powers, rights, and
preferences, and the qualifications, restrictions or limitations, of the shares
of each such series. The authority of the Board of Directors of the corporation
with respect to each series shall include, but not be limited to, determination
of the following:

                           (i)      the number of shares constituting that
series and the distinctive designation of that series;

                           (ii)     the dividend rate or rates on the shares of
that series and/or the method of determining such rate or rates, and whether
dividends shall be cumulative and, if so, from which date or dates;

                          (iii)     whether and to what extent the shares of
that series shall have voting rights in addition to the voting rights provided
by law, which might include the right to elect a specified number of directors
in any case or if dividends on such series are not paid for a specified period
of time;


                                       49
   3


                           (iv)     whether the shares of that series shall be
convertible into shares of stock of any other series or class, and, if so, the
terms and conditions of such conversion, including the price or prices or the
rate or rates of conversion and the terms of adjustment thereof;

                           (v)      whether or not the shares of that series
shall be redeemable, and, if so, the terms and conditions of such redemption,
including the date or dates upon or after which they shall be redeemable and the
amount per share payable in case of redemption, which amount may vary under
different conditions and at different redemption dates;

                           (vi)     the rights of the shares of that series in
the event of voluntary or involuntary liquidation, dissolution or winding up of
the corporation;

                           (vii)    the obligation, if any, of the corporation
to retire shares of that series pursuant to a sinking fund; and

                           (viii)   any other relative rights, preferences and
limitations of the Series.

                  (b)      Subject to the designations, powers, rights, and
preferences and the limitations, qualifications and restrictions provided
pursuant to Subsection 1(a) of this Article FOURTH, each share of Preferred
Stock of a series shall be of equal rank with each other share of Preferred
Stock of such series.

                  (c)      The number of authorized shares of Preferred Stock
may be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the Common
Stock, without a vote of the holders of the Preferred Stock, or of any series
thereof, unless a vote of any such holders is required pursuant to the terms of
the Preferred Stock or any series thereof.

         2.       Common Stock.

                  (a)      Dividends. Subject to the express terms of the
Preferred Stock outstanding from time to time, such dividend or distribution as
may be determined by the Board of Directors of the corporation may from time to
time be declared and paid or made upon the Common Stock out of any source at the
time lawfully available for the payment of dividends.

                  (b)      Voting. Except as otherwise provided by law, each
share of Common Stock shall entitle the holder thereof to one vote in any matter
which is submitted to a vote of the holders of shares of Common Stock of the
corporation.

                  (c)      Liquidation. The holders of Common Stock shall be
entitled to share ratably upon any liquidation, dissolution or winding up of the
affairs of the corporation (voluntary or involuntary) in all assets of the
corporation, if any, remaining after payment in full to the holders of Preferred
Stock of the preferential amounts, if any, to which they are entitled. Neither
the consolidation nor the merger of the corporation with or into any other
corporation or corporations, nor a reorganization of the corporation alone, nor
the sale or transfer by the corporation of all or any part of its assets, shall
be deemed to be a liquidation, dissolution or winding up of the corporation for
the purposes of this subparagraph (2)(c).

         3.       Issuance of Capital Stock. Shares of capital stock of the
corporation may be issued by the corporation from time to time in such amounts
and proportions and for such consideration (not less than the par value thereof
in the case of capital stock having par value) as may be fixed and determined
from time to time by the Board of Directors and as shall be permitted by law.


                                       50
   4


                                  ARTICLE FIFTH

         The business and affairs of the corporation shall be managed by or
under the direction of the Board of Directors. In addition to the powers and
authority expressly conferred upon them by statute or by the certificate of
incorporation or the by-laws of the Corporation, the directors are hereby
empowered to exercise all such powers and do all such acts and things as may be
exercised or done by the corporation.

         Subject to the rights of the holders of any series of Preferred Stock
to elect additional directors under specified circumstances, the number of
directors shall be fixed from time to time exclusively by the board of directors
pursuant to a resolution adopted by a majority of the Whole Board. For purposes
of the certificate of incorporation of the corporation, the term "Whole Board"
shall mean the total number of authorized directors whether or not there exist
any vacancies in previously authorized directorships.

         The directors, other than those who may be elected by the holders of
any series of Preferred Stock, or any other series or class of stock as set
forth in the certificate of incorporation of the corporation, shall be elected
annually by the holders of common stock, and each director shall hold office
until his or her successor shall have been duly elected and qualified.

         Advance notice of stockholder nominations for the election of directors
and of business to be brought by stockholders before any meeting of the
stockholders of the corporation shall be given in the manner provided in the
by-laws of the corporation.

         The name and mailing address of the incorporator is as follows:



     Name                                      Mailing Address
     ----                                      ---------------
                                            
     William Appleton, Esq.                    Baker & Hostetler LLP
                                               312 Walnut Street, Suite 2650
                                               Cincinnati, Ohio  45202


                                  ARTICLE SIXTH

         The corporation is to have perpetual existence.

                                 ARTICLE SEVENTH

         In furtherance and not in limitation of the power conferred by statute,
the Board of Directors of the corporation is expressly authorized to adopt,
amend or repeal the by-laws of the corporation. Any adoption, amendment or
repeal of the by-laws of the corporation by the board of directors shall require
the approval of a majority of the directors. The stockholders may adopt, amend
or repeal by-laws of the corporation only upon the affirmative vote of the
holders of not less than 66-2/3% of the total number of votes entitled to be
cast generally in the election of directors.

                                 ARTICLE EIGHTH

         Any action required or permitted to be taken by the holders of any
class or series of stock of the corporation entitled to vote generally in the
election of directors may be taken only by vote at an annual or special meeting
at which such action may be taken and may not be taken by written consent.


                                       51
   5


                                  ARTICLE NINTH

         1.       Directors' Liability. To the fullest extent permitted by the
General Corporation Law of the State of Delaware as the same exists or may
hereafter be amended, a director of the corporation shall not be personally
liable to the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director. Any repeal or modification of this Article NINTH
by the stockholders of the corporation shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.

         2.       Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
is or was a director or officer of the corporation or is or was serving at the
request of the corporation as a director, officer, employee, member or agent of
another corporation (including a subsidiary of the corporation) or of a
partnership, limited liability company, joint venture, trust or other
enterprise, including service with respect to employee benefit plans
(hereinafter an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as such a director, officer, employee, trustee,
member or agent or in any other capacity while serving as such, shall be
indemnified and held harmless by the corporation to the fullest extent
authorized by the General Corporation of the State of Delaware, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the corporation to provide broader
indemnification rights than such law permitted the corporation to provide prior
to such amendment), against all expense, liability and loss (including, without
limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties,
and amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection therewith, and such indemnification shall continue as
to an indemnitee who has ceased to be such a director, officer, employee,
trustee, member or agent and shall inure to the benefit of the indemnitee's
heirs, executors and administrators; provided, however, that, except as provided
in section 3 of this Article NINTH with respect to proceedings to enforce rights
to indemnification, the corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the corporation. The right to indemnification conferred in this section 2 shall
be a contract right and shall include the right to be paid by the corporation
the expenses incurred in defending any such proceeding in advance of its final
disposition (hereinafter an "advancement of expenses'); provided, however, that
if the General Corporation Law of the State of Delaware requires, an advancement
of expenses incurred by an indemnitee in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered by
such indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon delivery to the corporation of an undertaking, by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal that such indemnitee is not entitled to be indemnified
for such expenses under this section or otherwise (hereinafter an
"undertaking").

         3.       Right of Indemnitee to Bring Suit. If a claim for
indemnification pursuant to this Article NINTH is not paid in full by the
corporation within sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit. In any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the indemnitee to enforce a right to an advancement of expenses), it
shall be a defense that the indemnitee has not met the applicable standard of
conduct set forth in the General Corporation Law of the State of Delaware.
Similarly, in any suit by the corporation to recover an advancement of expenses
pursuant to the terms of an


                                       52
   6


undertaking, the corporation shall be entitled to recover such expenses upon a
final adjudication that the indemnitee has not met the applicable standard of
conduct set forth in the General Corporation Law of the State of Delaware.
Neither the failure of the corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee is
proper in the circumstances because the indemnitee has met the applicable
standard of conduct set forth in the General Corporation Law of the State of
Delaware nor an actual determination by the corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that the indemnitee
has not met such applicable standard of conduct shall create a presumption that
the indemnitee has not met the applicable standard of conduct or, in the case of
such suit brought by the indemnitee, be a defense to such suit. In any suit
brought by the indemnitee to enforce a right hereunder, or by the corporation to
recover an advancement of expenses pursuant to the terms of an undertaking, the
burden of proving that the indemnitee is not entitled to be indemnified or
entitled to such advancement of expenses under this Article NINTH or otherwise
shall be on the corporation.

         4.       Non-Exclusivity of Rights. The rights to indemnification and
advancement of expenses conferred in this Article NINTH shall not be exclusive
of any other right that any person may have or hereafter acquire under any
statute, certificate of incorporation, by-law, agreement, vote of stockholders
or disinterested directors, or otherwise.

         5.       Insurance. The corporation may purchase and maintain
insurance, at its expense, to protect itself and any director, officer,
employee, trustee, member or agent of the corporation or another corporation,
partnership, limited liability company, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the corporation would
have the power to indemnify such person against such expense, liability or loss
under the General Corporation Law of the State of Delaware.

         6.       Indemnity Contracts. The corporation may enter into contracts
from time to time with such of its directors, officers, agents or employees and
providing for such indemnification, insurance, and advancement of expenses as
the Board of Directors determines to be appropriate.

                                  ARTICLE TENTH

                  The Board of Directors of the corporation, when evaluating any
offer of another party to make a tender or exchange offer for any equity
security of the corporation, to merge or consolidate the corporation with
another corporation or to purchase or otherwise acquire all or substantially all
of the assets of the corporation, shall, in connection with the exercise of its
judgment in determining what is in the best interests of the corporation and its
stockholders, give due consideration to the effect that such a transaction would
have on the integrity, character and quality of the corporation's operations,
all other relevant factors, including, without limitation, long-term as well as
short-term interests of the corporation and stockholders (including the
possibility that these interests may be best served by the continued
independence of the corporation), and the social, legal, and economic effects on
the employees, customers, suppliers, and creditors of the corporation and its
subsidiaries, on the communities and geographical areas in which the corporation
and its subsidiaries operate or are located, and on any of the businesses and
properties of the corporation or any of its subsidiaries, as well as such other
factors as the directors deem relevant.

                                ARTICLE ELEVENTH

                  Subject to the rights of the holders of any series of
Preferred Stock then outstanding, any directors, or the entire board of
directors, may be removed from office at any time, but only for cause and only
by the affirmative vote of the holders of at least two-thirds of the voting
power of all of the then-outstanding shares of capital stock of the corporation
entitled to vote generally in the election of directors, voting together as a
single class.



                                       53


   7


                                 ARTICLE TWELFTH

                  The corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed herein and by the laws of the State of
Delaware, and all rights conferred upon stockholders herein are granted subject
to this reservation. Notwithstanding any other provision herein or any provision
of law that might otherwise permit a lesser vote or no vote, but in addition to
any vote of the holders of any class or series of the stock of the Corporation
required by law or by the Certificate of Incorporation, the affirmative vote of
the holders of at least two-thirds of the voting power of all of the
then-outstanding shares of the capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class, shall
be required to amend or repeal Articles FIFTH, SEVENTH, EIGHTH, NINTH, TENTH,
ELEVENTH AND TWELFTH.

         The undersigned, being the incorporator above named for the purposes of
forming a corporation pursuant to the General Corporation Law of the State of
Delaware, has signed this instrument the 3rd day of February, 2000, and does
thereby acknowledge that it is his act and deed and that the facts stated
therein are true.

                                   /s/ William Appleton
                                   -----------------------------
                                   William Appleton, Incorporator



                                       54

EX-3.2

   1
                                                                     EXHIBIT 3.2

                                   Ablest Inc.
                                     By-laws






























                                       55
   2

                              BYLAWS OF ABLEST INC.
                             A Delaware corporation

                                    ARTICLE I
                                     OFFICES

         Section 1. Registered Office; Registered Agent. The registered office
in the State of Delaware shall be located at Corporation Trust Center, 1209
Orange Street, Wilmington, Delaware, 19801. The name of the corporation's
registered agent at such address shall be The Corporation Trust Company.

         Section 2. Other Offices. The corporation may also have offices at such
other places both within and without the State of Delaware as the board of
directors of the corporation (the "Board of Directors") may from time to time
determine or the business of the corporation may require.

                                   ARTICLE II
                                  STOCKHOLDERS

         Section 1. Meetings of Stockholders. All meetings of the stockholders
for the election of directors shall be held at the registered office of the
corporation in Delaware, or at such other location within or without the State
of Delaware as may be set forth in the notice of call. Meetings of stockholders
for any other purpose may be held at such time and place, within or without the
State of Delaware, as shall be stated in the notice of call.

         Section 2. Annual Meeting. The annual meeting of stockholders shall be
held each year at a time and place determined by the Board of Directors. At the
annual meeting, the stockholders shall elect directors by a plurality vote in
accordance with the corporation's Certificate of Incorporation and transact such
other business as may properly be brought before the meeting.

         Section 3. Notice of Annual Meetings. Written notice of the annual
meeting shall be given to each stockholder entitled to vote thereat at least ten
and not more than sixty days before the date of the meeting.

         Section 4. Stockholder List. The officer who has charge of the stock
ledger of the corporation shall make, at least ten days before every meeting of
the stockholders, a complete list of the stockholders entitled to vote at said
meeting, arranged in alphabetical order, showing the address of and the number
of shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held and
which place shall be specified in the notice of the meeting, or, if not
specified, at the place where said meeting is to be held. The list shall be
produced subject to the inspection of any stockholder who may be present.

         Section 5. Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by the certificate of
incorporation, may only be called by the Chairman of the Board or the President
or by the Board of Directors acting pursuant to a resolution adopted by a
majority of the total number of authorized directors whether or not there exist
any vacancies in previously authorized directorships. Such request shall state
the purpose or purposes of the proposed meeting.


                                       56
   3


         Section 6. Notice of Special Meetings. Written notice of a special
meeting of stockholders, stating the date, time, place and purpose or purposes
thereof, shall be given to each stockholder entitled to vote thereat, at least
ten and not more than sixty days before the date fixed for the meeting.

         Section 7. Business Transacted At Special Meetings. Business transacted
at any special meeting of stockholders shall be limited to the purposes stated
in the notice.

         Section 8. Appointment of Inspectors of Election. The Board of
Directors shall, in advance of sending to the stockholders any notice of a
meeting of the holders of any class of shares, appoint one or more inspectors of
election ("inspectors") to act at such meeting or any adjournment or
postponement thereof and make a written report thereof. The Board of Directors
may designate one or more persons as alternate inspectors to replace any
inspector who fails to act. If no inspector or alternate is so appointed or if
no inspector or alternate is able to act, the Chairman of the Board shall
appoint one or more inspectors to act at such meeting. The inspectors may be
directors, officers or employees of the corporation.

         Section 9. Quorum; Adjournment. Except as otherwise required by law or
the certificate of incorporation, the holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business. If a quorum shall not be present or represented at any
meeting of the stockholders, the stockholders entitled to vote thereat, present
in person or represented by proxy, shall have the power to adjourn the meeting
to a later date without notice other than announcement at the meeting, until a
quorum shall be present or represented. If at such later date, a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified. If the adjournment is for more
than thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

         Section 10. Voting Power. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes or of the certificate of incorporation a different vote is required, in
which case such express provision shall govern and control the decision of such
question.

         Section 11. Voting; Proxies. Except as otherwise provided by law or by
the certificate of incorporation and subject to these bylaws, each stockholder
shall at every meeting of the stockholders be entitled to one vote in person or
by proxy for each share of the capital stock having voting power held by such
stockholder, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period and, except where the transfer
books of the corporation have been closed or a date has been fixed as a record
date for the determination of its stockholders entitled to vote, no share of
stock shall be voted on at any election for directors which has been transferred
on the books of the corporation within twenty days next preceding such election
of directors.

         Section 12. Ballots. The vote on any matter, including the election of
directors, shall be by written ballot. Each ballot shall be signed by the
stockholder voting, or by such stockholder's proxy, and shall state the number
of shares voted.

         Section 13. Stock Ledger. The stock ledger of the corporation shall be
the only evidence as to who are the stockholders entitled (i) to examine the
stock ledger, any stockholder list required by these bylaws or the books of the
corporation, or (ii) to vote in person or by proxy at any meeting of
stockholders.


                                       57
   4


         Section 14. Advance Notice of Stockholder-Proposed Business at Annual
Meeting. To be properly brought before an annual meeting, business must be
either (a) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors, (b) otherwise properly brought
before the meeting by or at the direction of the Board of Directors, or (c)
otherwise properly brought before the meeting by a stockholder. For business to
be properly brought before an annual meeting by a stockholder, the stockholder
must have given timely notice thereof in writing to the Secretary of the
corporation. To be timely, a stockholder's notice must be delivered to or mailed
and received at the principal executive offices of the corporation, not less
than ninety (90) nor more than one hundred and twenty (120) days prior to the
one year anniversary of the date of the annual meeting of the previous year. A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and address,
as they appear on the corporation's books, of the stockholder proposing such
business, (iii) the class and number of shares of the corporation that are
"beneficially owned" (as defined under Rule 13d-3 of the rules promulgated under
the Securities Exchange Act of 1934, as amended) by the stockholder, and (iv)
any material interest of the stockholder in such business. Notwithstanding
anything in these bylaws to the contrary, no business shall be conducted at an
annual meeting except in accordance with the procedures set forth in this
Section 14, provided, however, that nothing in this Section 14 shall be deemed
to preclude discussion by any stockholder of any business properly brought
before the annual meeting. The chairman of an annual meeting shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this Section 14
and if he or she should so determine, he or she shall so declare to the meeting
and any such business not properly brought before the meeting shall not be
transacted.

         Section 15. Nomination of Directors; Advance Notice of Stockholder
Nominations. Only persons who are nominated in accordance with the procedures
set forth in this Section 15 shall be eligible for election as directors.
Nominations of persons for election to the Board of Directors of the corporation
at the annual meeting may be made by or at the direction of the Board of
Directors, by any nominating committee or person appointed for such purpose by
the Board of Directors, or by any stockholder of the corporation entitled to
vote for the election of directors at the meeting who complies with the notice
procedures set forth in this Section 15. Such nominations, other than those made
by, or at the direction of, or under the authority of the Board of Directors,
shall be made pursuant to timely notice in writing to the Secretary of the
corporation. To be timely, a stockholder's notice shall be delivered to or
mailed and received at the principal executive offices of the corporation not
less than ninety (90) nor more than one hundred and twenty (120) days prior to
the one year anniversary of the date of the annual meeting of the previous year.
Such stockholder's notice to the Secretary shall set forth (a) as to each person
whom the stockholder proposes to nominate for election or re-election as a
director, (i) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the person, (iii) the
class and number of shares of capital stock of the corporation, if any, which
are beneficially owned by the person and (iv) any other information relating to
the person that is required to be disclosed in solicitations for proxies for
election of directors pursuant to Rule 14A under the Securities Exchange Act of
1934, as amended; and (b) as to the stockholder giving the notice (i) the name
and record address of the stockholder and (ii) the class and number of shares of
capital stock of the corporation which are beneficially owned by the
stockholder. The corporation may require any proposed nominee to furnish such
other information as may reasonably be required by the corporation to determine
the qualifications of such proposed nominee to serve as director of the
corporation. The chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance with the
foregoing procedure and, if he or she should so determine, he or she shall so
declare to the meeting and the defective nomination shall be disregarded.


                                       58
   5



                                   ARTICLE III
                                    DIRECTORS

         Section 1. Powers. The business of the corporation shall be managed by
or under the direction of its Board of Directors, which may exercise all such
powers of the corporation and do all such lawful acts and things as are not by
law, by the certificate of incorporation or by these bylaws directed or required
to be exercised or done by the stockholders.

         Section 2. Number. Subject to the rights of the holders of any series
of Preferred Stock or any other series or class of stock as set forth in the
certificate of incorporation of the corporation to elect directors under
specified circumstances, the number of directors shall be fixed from time to
time as set forth in the corporation's Certificate of Incorporation.

         Section 3. Filling of Vacancies. Vacancies and newly created
directorships may be filled by a majority of the directors then in office,
though less than a quorum, and each director so chosen shall hold office until a
successor is duly elected and qualified or his or her earlier resignation or
removal. If there are no directors in office, then an election of directors may
be held in the manner provided by the General Corporation Law of the State of
Delaware. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

         Section 4. Resignation. Any director may resign at any time upon
written notice to the corporation. Such written resignation shall take effect at
the time specified therein, and if no time be specified, at the time of its
receipt by the Chairman of the Board or Secretary. The acceptance of a
resignation shall not be necessary to make it effective.

         Section 5. Meetings of the Directors. The Board of Directors may hold
meetings, both regular and special, either within or without the State of
Delaware.

         Section 6. Regular Meetings. Regular meetings, including the annual
meeting, of the Board of Directors may be held within or without the State of
Delaware at such time and at such place as shall from time to time be determined
by resolution of the Board of Directors.

         Section 7. Special Meetings. Special meetings of the Board of Directors
shall be called by the Secretary or an Assistant Secretary on the request of the
Chairman of the Board, or on the request in writing of one-third of the whole
Board of Directors, stating the purpose or purposes of such meeting.

         Section 8. Notice of Meetings. Notices of meetings shall be mailed to
each director, addressed to each director at such director's residence or usual
place of business, or the address where the director is known to be, not later
than three days before the day on which the meeting is to be held, or shall be
sent to either of such places by telegraph, by telecopy, by facsimile
transmission or be communicated to each director personally or by electronic
mail or telephone, not later than three hours before such meeting. Notice of any
meeting of the Board of Directors need not be given to any director who shall
sign a written waiver thereof either before or after the time stated therein for
such meeting, or who shall be present at the meeting and participate in the
business transacted thereat; and any and all business transacted at any meeting
of the Board of Directors shall be fully effective without any notice thereof
having been given, if all the members shall be present thereat. Unless limited
by law, the certificate of incorporation, the bylaws, or by the terms of the
notice thereof, any and all business may be transacted at any meeting without
the notice thereof having so specially enumerated the matters to be acted upon.

         Section 9. Organization. The Chairman of the Board shall preside at all
meetings of the Board of Directors at which the Chairman of the Board is
present. If the Chairman of the Board shall be absent from


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   6


any meeting of the Board of Directors, the duties otherwise provided in this
Section 9 to be performed by the Chairman of the Board at such meeting shall be
performed at such meeting by one of the directors chosen by the members of the
Board of Directors present at such meeting. The Secretary of the corporation
shall act as the secretary at all meetings of the Board of Directors and in the
Secretary's absence a temporary secretary shall be appointed by the chairman of
the meeting.

         Section 10. Quorum; Voting; Adjournment. Except as otherwise required
by law or by the certificate of incorporation, at all meetings of the Board of
Directors, a majority of the whole Board of Directors shall constitute a quorum
for the transaction of business and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the Board
of Directors. If a quorum shall not be present at any meeting of the Board of
Directors, the directors who are present may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

         Section 11. Action By Unanimous Written Consent. Unless otherwise
restricted by the certificate of incorporation or these bylaws, any action
required or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting, if prior to such action a
written consent thereto is signed by all members of the Board of Directors or of
such committee as the case may be, and such written consent is filed with the
minutes of proceedings of the Board of Directors or such committee.

         Section 12. Participation in Meetings by Conference Telephone. Unless
otherwise restricted by the certificate of incorporation or these bylaws,
members of the Board of Directors, or any committee designated by the Board of
Directors, may participate in a meeting of the Board of Directors, or any
committee thereof, through the use of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

         Section 13. Committees of Directors. The Board of Directors may, by
resolution passed by a majority of the whole Board of Directors, designate one
or more committees, each committee to consist of two or more of the directors of
the corporation, which, to the extent provided in the resolution, shall have and
may exercise the powers of the Board of Directors in the management of the
business and affairs of the corporation and may authorize the seal of the
corporation to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the Board of Directors. The Board of Directors may
discontinue any such committee at its pleasure.

         Section 14. Committee Members. Each member of any such committee shall
hold office until such member's successor is elected and has qualified, unless
such member sooner dies, resigns, or is removed. The number of directors which
shall constitute any committee shall be determined by the whole Board of
Directors from time to time. The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.

         Section 15. Committee Secretary. The Board of Directors may elect a
secretary of any such committee. If the Board of Directors does not elect such a
secretary, the committee shall do so. The secretary of each committee shall keep
regular minutes of the meetings of the committee, and shall provide copies of
the minutes to the Board of Directors.

         Section 16. Committee Meetings. Meetings of committees of the Board of
Directors may be held at any place, within or without the State of Delaware, as
shall from time to time be designated by the Board of


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   7


Directors or the committee in question. Regular meetings of any committee shall
be held at such times as may be determined by resolution of the Board of
Directors or the committee in question and no notice shall be required for any
regular meeting. A special meeting of any committee shall be called by
resolution of the Board of Directors. Notices of special meetings shall be
mailed to each member of the committee in question no later than two days before
the day on which the meeting is to be held, or shall be sent by telegraph, by
facsimile transmission or telecopy, or be delivered to such member personally or
by electronic mail or telephone, no later than three hours before such meeting.
Notices of any such meeting need not be given to any such member, however, who
shall sign a written waiver thereof, whether before or after the meeting, or who
shall be present at the meeting and participate in the business transacted
thereat; and any and all business transacted at any meeting of any committee
shall be fully effective without any notice thereof having been given, if all
the members of the committee shall be present thereat. Unless limited by law,
the certificate of incorporation, these bylaws, or by the terms of the notice
thereof, any and all business may be transacted at any such special meeting
without the notice thereof having so specifically enumerated the matters to be
acted upon.

         Section 17. Action Without a Committee Meeting. Any action required or
permitted to be taken at any meeting of a committee of the Board of Directors
may be taken without a meeting, if all members of such committee consent thereto
in writing and such writing or writings are filed with the minutes of
proceedings of the committee.

         Section 18. Executive Committee. The Board of Directors may, from time
to time, by resolution passed by a majority of the directors in office, create
an Executive Committee of three or more directors, the members of which shall be
elected by the Board of Directors to serve during the pleasure of the Board. If
the Board of Directors does not designate a chairman of the Executive Committee,
the Executive Committee shall elect a chairman from its own number. Except as
otherwise provided herein and in the resolution creating an Executive Committee,
such committee shall, during the intervals between the meetings of the Board of
Directors, possess and may exercise all of the powers of the Board of Directors
in the management of the business and affairs of the corporation, other than
that of filling vacancies among the directors or in any committee of the
directors. The Executive Committee shall keep full records and accounts of its
proceedings and transactions. All action by the Executive Committee shall be
reported to the Board of Directors at its meeting next succeeding such action
and shall be subject to control, revision and alteration by the Board of
Directors, provided that no rights of third persons shall be prejudicially
affected thereby. Vacancies in the Executive Committee shall be filled by the
Board of Directors, and the Board of Directors may appoint one or more Directors
as alternate members of the Executive Committee who may take the place of any
absent or disqualified member or members at any meeting.

         Section 19. Executive Committee Meetings. Subject to the provisions of
these bylaws, the Executive Committee shall fix its own rules of procedure and
shall meet as provided by such rules or by resolutions of the Board of
Directors, and it shall also meet at the call of the Chairman of the Board, the
chairman of the Executive Committee or any two members of the Executive
Committee. A majority of the Executive Committee shall be necessary to
constitute a quorum. The Executive Committee may act in a writing without a
meeting, but no such action of the Executive Committee shall be effective unless
concurred in by all members of the committee.

         Section 20. Compensation of Directors. Unless otherwise restricted by
the certificate of incorporation, the Board of Directors shall have the
authority to fix the compensation of directors by written resolution. The
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors or committee thereof. No such compensation or payment
shall preclude any director from serving the corporation in any other capacity
and receiving compensation therefor.


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   8


                                   ARTICLE IV
                                     NOTICES

         Section 1. Notices. Except as otherwise specifically provided for in
these bylaws, notices to directors and stockholders shall be in writing and
delivered personally or mailed, or given by telephone, by telecopy, by telegram,
by facsimile transmission or by other similar means of communication, to the
directors or stockholders at their addresses appearing on the books of the
corporation. Notice by mail shall be deemed to be given at the time when the
same is mailed.

         Section 2. Waiver. Whenever any notice is required to be given by law
or by the certificate of incorporation or these bylaws, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent thereto. Any person
who is present at a meeting shall be conclusively presumed to have waived notice
of such meeting except when such person attends for the express purpose of
objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or convened. In the case of
directors, such member shall be conclusively presumed to have assented to any
action taken unless his or her dissent shall be entered in the minutes of the
meeting or unless his or her written dissent to such action shall be filed with
the person acting as the Secretary of the meeting before the adjournment thereof
or shall be forwarded by registered mail to the Secretary immediately after the
adjournment of the meeting. Such right to dissent shall not apply to any member
who voted in favor of such action.

                                    ARTICLE V
                                    OFFICERS

         Section 1. General. The officers of the corporation shall be elected by
the Board of Directors and shall be a Chairman of the Board, a Chief Executive
Officer, a President, a Chief Financial Officer, one or more Vice Presidents, a
Secretary, and a Treasurer. The Board of Directors may also choose one or more
Assistant Secretaries and Assistant Treasurers. Two or more offices may be held
by the same person, with the exception of the offices of Chairman of the Board
and Secretary. The officers of the corporation need not be stockholders or
directors of the corporation.

         Section 2. Election. The Board of Directors at its first meeting held
after each annual meeting of stockholders shall elect the officers of the
corporation who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors. Vacancies may be filled or new offices created and filled at
any meeting of the Board of Directors. Each officer shall hold office until a
successor is duly elected and qualified or until his or her earlier resignation
or removal as hereinafter provided.

         Section 3. Other Officers and Agents. The Board of Directors may
appoint such other officers and agents as it shall deem necessary, who shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board of Directors.

         Section 4. Compensation. The compensation of all officers of the
corporation shall be fixed by the Board of Directors, acting directly or through
the Compensation Committee.

         Section 5. Removal. Any officer elected or appointed by the Board of
Directors may be removed at any time, with or without cause, by the affirmative
vote of a majority of the members of the Board of Directors. Any vacancy
occurring in any office of the corporation shall be filled by the Board of
Directors.

         Section 6. Chairman of the Board. The Chairman of the Board shall be a
member of the Board of Directors and shall be an officer of the corporation. The
Chairman of the Board shall direct, coordinate and


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   9


control the corporation's business and activities and shall have general
authority to exercise all powers necessary thereto and shall perform such other
duties and have such other powers as shall be prescribed from time to time by
the Board of Directors. The Chairman of the Board shall preside at all meetings
of the Board of Directors, and of the stockholders, at which he or she is
present. In the absence or disability of the Chairman of the Board, the duties
of the Chairman of the Board shall be performed and his or her authority shall
be exercised by the Chief Executive Officer or in his or her absence or
inability, by the President or one of the Vice Presidents, as designated for
this purpose by the Board of Directors.

         Section 7. Chief Executive Officer. The Chief Executive Officer shall
perform such duties and have such powers as shall be prescribed from time to
time by the Board of Directors. The Chairman of the Board may be the Chief
Executive Officer of the Corporation.

         Section 8. President. The President shall perform such duties as shall
be prescribed from time to time by the Chairman of the Board, the Chief
Executive Officer, or the Board of Directors. If the Board of Directors so
decides, the President may also be designated as the Chief Operating Officer.

         Section 9. Chief Financial Officer. The Chief Financial Officer of the
corporation shall be responsible for all financial and accounting matters and
shall have such other powers and perform such other duties as the Board of
Directors from time to time may prescribe.

         Section 10. Vice Presidents. Each Vice President shall have such powers
and shall perform such duties as may be assigned to him or her by the President
or by the Board of Directors.

         Section 11. Secretary. The Secretary shall maintain a record of all
meetings of the corporation and of the Board of Directors and shall have such
other powers and perform such other duties as the Board of Directors, the Chief
Executive Officer, or these bylaws may prescribe from time to time. Under the
supervision of the Chief Executive Officer, the Secretary shall give, or cause
to be given, all notices required to be given by these bylaws or by law.

         Section 12. Assistant Secretaries. The Assistant Secretary, or if there
be more than one, the Assistant Secretaries, shall in the absence or disability
of the Secretary, perform the duties and exercise the powers of the Secretary
and shall perform such other duties and have such other powers as the Board of
Directors or the President may prescribe from time to time.

         Section 13. Treasurer. The Treasurer shall, under the direction of the
Chief Financial Officer, have the custody of the corporate funds and securities;
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the corporation; shall deposit all monies and other valuable
effects in the name and to the credit of the corporation as may be ordered by
the Board of Directors; shall cause the funds of the corporation to be disbursed
when such disbursements have been duly authorized, taking proper vouchers for
such disbursements; and shall render to the Chief Financial Officer and the
Board of Directors, at its regular meeting or when the Board of Directors so
requires, an account of the Treasurer's actions; shall have such other powers
and perform such other duties as the Board of Directors, the President or these
bylaws may prescribe from time to time.

         Section 14. Assistant Treasurers. The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as the
Board of Directors or the President may prescribe from time to time.

         Section 15. Appointed Officers. The President may establish positions
and offices identified as a function, department or other organizational
component of the corporation, and may appoint individuals, who


                                       63
   10


need not be employees of the corporation, to occupy those positions, subject to
approval of the Executive Committee of the corporation. The individuals so
appointed shall have such duties and powers as the President may determine or as
may be assigned by the President, the Board of Directors or Executive Committee
of the Board of Directors. The titles of such individuals (herein referred to as
"appointed officers") may be either conventional corporate officer titles or
titles designating a functional activity, but in all cases shall contain, as an
integral part of the title, a reference to the function, organizational
component or department within which the position is established.

         Section 16. Appointment, Removal and Term of Appointed Officers.
Appointed officers may be appointed by the Chairman of the Board. The Chairman
of the Board may, at any time, remove any appointed officer, without notice, or
accept such appointed officer's resignation. No term of office shall be
established for any appointed officer.

         Section 17. Duties of Appointed Officers. An appointed officer shall
perform such duties (not including duties normally performed by an officer of
the corporation) as may, from time to time, be assigned to such appointed
officer by the officer of the corporation having management responsibility for
the organizational component or function to which such appointed officer is
assigned.

                                   ARTICLE VI
                              CERTIFICATE OF STOCK

         Section 1. Certificates of Stock. Every holder of stock in the
corporation shall be entitled to have a certificate, signed by, or in the name
of the corporation by, the Chairman of the Board, the Chief Executive Officer,
or a Vice President of the corporation and the Secretary or an Assistant
Secretary of the corporation, certifying the number of shares owned by such
holder in the corporation. All certificates of stock issued shall be numbered
consecutively.

         Section 2. Countersigned Certificates; Signature of Former Officers,
Transfer Agents or Registrars. Where a certificate is countersigned by (i) a
transfer agent other than the corporation or its employee, or (ii) a registrar
other than the corporation or its employee, any other signature on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he or she were such officer, transfer agent or registrar at the date of
issue.

         Section 3. Lost, Stolen or Destroyed Certificates. The Board of
Directors may direct a new certificate or certificates to be issued in place of
any certificate theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his or her legal representative, to advertise the same in such
manner as it shall require and/or give the corporation a bond in such sum as it
may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.

         Section 4. Transfer of Stock. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.


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   11


         Section 5. Closing of Transfer Books. The Board of Directors may close
the stock transfer books of the corporation for a period not exceeding sixty
days preceding the date of any meeting of stockholders or the date for payment
of any dividend or the date for the allotment of rights or the date when any
change or conversion or exchange of capital stock shall go into effect. In lieu
of closing the stock transfer books as aforesaid, the Board of Directors may fix
in advance a date, not exceeding sixty days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, as a record date for the determination of
the stockholders entitled to notice of, and to vote at, any such meeting, and
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock, or to give such consent,
and in such case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting and any adjournment thereof or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, as the case may be notwithstanding any transfer of any stock on the
books of the corporation after any such record date fixed as aforesaid.

         Section 6. Registered Stockholders. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person or persons,
except as otherwise provided by the General Corporation Law of the State of
Delaware.

         Section 7. Stock Subscriptions. Unless otherwise provided for in the
subscription agreement, subscriptions for shares shall be paid in full at such
time, or in such installments and at such times, as shall be determined by the
Board of Directors. Any call made by the Board of Directors for payment on
subscriptions shall be uniform as to all shares of the same class or as to all
shares of the same series. In case of default in the payment of any installment
or call when such payment is due, the corporation may proceed to collect the
amount due in the same manner as any debt due the corporation.

                                   ARTICLE VII
                               GENERAL PROVISIONS

         Section 1. Dividends. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the certificate of
incorporation.

         Section 2. Reserves. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive to the interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it is created.

         Section 3. Checks. All checks or demands for money and notes of the
corporation shall be signed by such person or persons as shall be designated
from time to time by the Board of Directors or by such officer or officers of
the corporation as shall be appointed for that purpose by the Board of
Directors.

         Section 4. Fiscal Year. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.


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   12


         Section 5. Seal. The corporate seal shall have inscribed thereon the
name of the corporation and shall be in such form as may be approved from time
to time by the Board of Directors. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

         Section 6. Inspection of Books and Records. Any stockholder of record,
in person or by attorney or other agent, shall, upon written demand under oath
stating the purpose thereof, have the right during the usual hours for business
to inspect for any proper purpose the corporation's stock ledger, a list of its
stockholders, and its other books and records, and to make copies or extracts
therefrom. A proper purpose shall mean any purpose reasonably related to such
person's interest as a stockholder. In every instance where an attorney or other
agent shall be the person who seeks the right to inspect, the demand under oath
shall be accompanied by a power of attorney or such other writing which
authorizes the attorney or other agent to so act on behalf of the stockholder.
The demand under oath shall be directed to the corporation at its registered
office in the State of Delaware or at its principal place of business.

         Section 7. Inconsistent Provisions; Titles. In the event that any
provision of these bylaws is or becomes inconsistent with any provision of the
certificate of incorporation, the General Corporation Law of the State of
Delaware or any other applicable law, the provision of these bylaws shall not be
given any effect to the extent of such inconsistency but shall otherwise be
given full force and effect. The section titles contained in these bylaws are
for convenience only and shall be without substantive meaning or content of any
kind whatsoever.

                                  ARTICLE VIII
                                   AMENDMENTS

         Section 1. Amendments. These bylaws may be altered or repealed, and any
bylaws may be made, only (i) at any annual meeting of the stockholders, or at
any special meeting thereof if notice of the proposed alteration or repeal of
the bylaws to be made is contained in the notice of such meeting, by the
affirmative vote of the holders of at least 66-2/3% of the total number of votes
entitled to be cast generally in the election of directors, or (ii) by the
affirmative vote of a majority of the directors.



                                       66

EX-10.6

   1
                                                                    EXHIBIT 10.6

              Letter Amendment to Corporate Revolving and Term Loan
             Agreement with Manufacturers and Traders Trust Company
                             dated February 2, 2001



                                       67
   2
Manufacturers and Traders Trust Company
One Fountain Plaza, Buffalo, NY 14203-1495
716-842-4200 Fax: 716-848-7318

Western New York Commercial Banking Department


February 2, 2001

Mark P. Kashmanian
Treasurer and Chief Accounting Officer
Ablest Inc.
1901 Ulmerton Road
Clearwater, Fl 33762

Dear Mark:

This letter will confirm that the Corporate and Revolving Term Loan Agreement by
and among Manufacturers and Traders Trust Company and Ablest Inc. (formerly
Ablest Service Corp.) dated as of August 21, 1995, and as amended (the "Loan
Agreement"), has been reduced to $5,000,000 and is set to mature August 1, 2001.
All Other terms and conditions of the Loan Agreement remain unchanged.


Very truly yours,
MANUFACTURERS AND TRADERS TRUST COMPANY


By:  /s/ Kevin B. Quinn
   ------------------------------
       Kevin B. Quinn
       Vice President



                                       68

EX-10.7

   1
                                                                    EXHIBIT 10.7

                    Independent Directors' Stock Option Plan
                               dated May 16, 2000



                                       69
   2
                                   ABLEST INC.
                    INDEPENDENT DIRECTORS' STOCK OPTION PLAN

TITLE AND PURPOSE.

The Plan shall be known as the Ablest Inc. Independent Directors' Stock Option
Plan (the "Plan"). The purpose of the Plan is to strengthen the alignment of
interests between the independent directors (the "Independent Directors" or
individually an "Independent Director") and the shareholders of Ablest Inc. (the
"Company") through the increased ownership by the Independent Directors of the
Company's common stock.

ADMINISTRATION AND CONSTRUCTION OF THE PLAN.

The Plan shall be administered by the Board of Directors of the Company. The
validity, construction and effect of the Plan and any rules and regulations
relating to the Plan shall be determined in accordance with applicable law by
the Board of Directors.

NUMBER OF SHARES AVAILABLE.

The total number of shares of common stock of the Company that may be made
subject to options awarded under the Plan shall be 100,000.

LIMITATION ON AMENDMENTS TO THE PLAN.

The Plan may not be amended more than once every six months, other than to
comport with changes in the Internal Revenue Code of 1986, as amended (the
"Code"), the Employee Retirement Income Security Act, as amended, or the rules
under either of the foregoing acts.

PARTICIPATION.

For purposes of this Plan, an Independent Director shall be defined as any
director of the Company who is not an officer or employee of the Company at the
time of his or her election as a director.

NONQUALIFIED OPTIONS.

Effective with his or her election on May 16, 2000, each Independent Director
shall receive an option to purchase 6,000 shares of common stock. Any person who
is elected by the directors or the shareholders to the Board after May 16, 2000,
who was not an Independent Director on May 16, 2000, and who qualifies as an
Independent Director, shall receive an option to purchase 6000 shares of common
stock on the date of his or her election. Each Independent Director shall
receive an option to purchase an additional 1,500 shares of common stock each
time he or she is re-elected to the Board of Directors.

All options granted under the Plan shall be subject to the following terms and
conditions.

PRICE.

The price per share deliverable upon the exercise of each option ("exercise
price") shall be equal to 100% of the Fair Market Value of the shares on the
date the option is granted.

The Fair Market Value of a share of common stock of the Company shall mean, with
respect to the date in question, the average of the highest and lowest
officially-quoted selling prices on the Nasdaq/American Stock Exchange.


                                       70
   3
CASH EXERCISE.

Options may be exercised in whole or in part upon payment in cash of the
exercise price of the shares to be acquired.

CASHLESS EXERCISE.

Options may be exercised in whole or in part upon delivery to the Secretary of
the Company of an irrevocable written notice of exercise. The date on which such
notice is received by the Secretary shall be the date of exercise of the option,
provided that within five business days of the delivery of such notice the funds
to pay for exercise of the option are delivered to the Company by a broker
acting on behalf of the optionee either in connection with the sale of the
shares underlying the option or in connection with the making of a margin loan
to the optionee to enable payment of the exercise price of the option. In
connection with the foregoing, the Company will provide a copy of the notice of
exercise of the option to the aforesaid broker upon receipt by the Secretary of
such notice and will deliver to such broker, within five business days of the
delivery of such notice to the Company, a certificate or certificates (as
requested by the broker) representing the number of shares underlying the option
that have been sold by such broker for the optionee.

VESTING; TERM; MINIMUM EXERCISE.

Each initial stock option for 6000 shares shall become exercisable in three
equal annual installments on the first, second, and third anniversaries of the
grant thereof.

All other stock options granted hereunder will become exercisable on the first
anniversary of the grant thereof.

The term of each option granted hereunder shall be ten years from the date it is
granted.

Shares may be purchased in whole or in part at any time after an option becomes
exercisable, subject to a minimum exercise of 100 shares.

Prior to the exercise of an option and issuance of the stock purchased upon such
exercise, the optionee shall have no rights to any dividends or be entitled to
any voting rights on any stock represented by such option.

DEATH; DISABILITY; CESSATION OF SERVICE; CHANGE IN CONTROL.

DEATH OR DISABILITY.

If an Independent Director dies or becomes permanently and totally disabled (as
defined in Section 72(m)(7) of the Code), each of his or her options will become
fully vested and will be exercisable until its expiration date.

RETIREMENT.

If an Independent Director retires from the Board of Directors of the Company in
accordance with the policies and practices thereof, each of his or her options
will become fully vested and will be exercisable until its expiration date.

CESSATION OF SERVICE.

If an Independent Director ceases to be a director of the Company as a result of
his or her voluntary resignation or as a result of his or her removal as a
director the shareholders of the Company for cause as permitted under the
Delaware General Corporation Law, all of his or her options that are not vested
prior to such cessation or


                                       71
   4
removal shall be forfeited.


If an Independent Director ceases to be a director of the Company as the result
of his or her removal by the shareholders of the Company without cause, each of
his or her options will become fully vested and will be exercisable until its
expiration date.

CHANGE IN CONTROL.

If there is Change in Control of the Company, each option granted hereunder to
an Independent Director shall become fully vested and exercisable as of the date
of the Change In Control.

"CHANGE IN CONTROL" SHALL MEAN ANY OF THE FOLLOWING EVENTS:

         (i) Act of 1934, as amended (the "Act") and as used in Sections 13(d)
and 14(d) thereof, including a "group" as defined in Section 13(d) of the Act),
except (A) Clydis D. Heist and her lineal descendants and any trust for the
benefit of her lineal descendants (collectively, the "Heist Family") and (B) any
trustee or fiduciary of any Company benefit plan, becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Act) 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's
becoming the beneficial owner of such voting power, the Heist Family no longer
holds a majority of the outstanding shares of the Company's common stock; or

         (ii) the shareholders of the Company shall approve any merger or other
business combination of the Company, 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) (or, in a sale of assets, of the purchaser of the
assets) immediately following the Transaction; or

         (iii) 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).

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
Company, 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 Independent Director. 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
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 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


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   5
shall not sell any such shares if such sale would be considered a sale by such
grantee for purposed of Section 16 of the Securities Exchange Act of 1934 (the
"Exchange Act").

An Independent Director may elect to (i) have shares withheld from a grant or an
award made under the Plan or tender shares to the Company in order to satisfy
the tax withholding consequences of a grant or an award made under the Plan,
only during the period beginning on the third business day following the date on
which the Company releases the financial information specified in 17 C.F.R.
Section 240.16b-3 (e) (1) (ii) and ending on the twelfth business day following
such date.

Notwithstanding the foregoing, an Independent Director may elect to have shares
withheld on exercise of an option granted under the Plan in order to satisfy tax
withholding consequences thereof by providing the Company with a written
election to so withhold at least six months in advance of the withholding of
shares otherwise issuable upon exercise of such option.

WRITTEN AGREEMENT.

Each Independent Director 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
Company.

TRANSFERABILITY.

No option granted under the Plan shall be transferable by an Independent
Director otherwise than as follows: (i) by will or the laws of descent, (ii) by
gift or contribution to a Permitted Transferee, or (iii) by distribution
pursuant to a qualified domestic relations order as defined by the Code or Title
I of the Employee Retirement Income Security Act, or the rules thereunder. A
"Permitted Transferee" means any one or more members of the Independent
Director's family, any one or more trusts for the benefit of one or more members
of his or her family, or any partnership of members of his or her family.
Permitted Transferees and other transferees of options shall be subject to all
restrictions, terms and conditions applicable to such option prior to its
transfer, except that the option shall not be further transferable during the
lifetime of the Permitted Transferee. An option may be exercised only by the
optionee or the optionee's guardian, legal representative or Permitted
Transferee.

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 Company
shall make such adjustments as it deems appropriate in the number and kind of
shares reserved for issuance under the Plan, in the number and kind of shares
covered by outstanding options granted under the Plan, and in the exercise price
of outstanding options. In the event of any merger, consolidation or other
reorganization in which the Company is not the surviving or continuing
corporation, all stock option awards that were granted hereunder and that are
outstanding on the date of such event shall be assumed by the surviving or
continuing corporation.

LISTING AND REGISTRATION.

If the Company determines that the listing, registration, or qualification upon
any securities exchange or under any law of shares subject to any option granted
under the Plan is necessary or desirable as a condition of, or in connection
with, the granting of same or the issue or purchase of shares thereunder, no
such option may be exercised in whole or in part, or no shares issued unless
such listing, registration or qualification is effected free of any conditions
not acceptable to the Company.


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   6
DURATION OF PLAN.

This Plan shall become effective as of May 16, 2000 and will terminate at 5:00
p.m., Eastern Time, on May 15, 2010, but no such termination shall affect the
prior rights under this Plan of the Company or of any Independent Director who
has received an option hereunder.



                                       74

EX-10.8

   1
                                                                    EXHIBIT 10.8

                            Option to Ownership Plan
                              dated August 23, 2000



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   2
                                   ABLEST INC.

     Option-to-Ownership Plan

         1.       This Option-to-Ownership Plan (the "Plan") has been adopted by
the Board of Directors of Ablest Inc., a Delaware corporation (the "Company"),
effective October 9, 2000.

         2.       The persons eligible to participate in the Plan are those
employees of the Company listed on the attached Exhibit A (the "Employees") who
hold options for common stock of the Company ("Options").

         3.       Pursuant to the Plan, each Employee may surrender all (but not
less than all) of his or her Options by no later than December 31, 2000, in
return for the opportunity to purchase common stock of the Company on the terms
and conditions set forth in the Plan.

         4.       The number of shares of common stock that each Employee may
purchase pursuant to the Plan shall be determined as follows: the value of the
options surrendered by such Employee as determined by the Black-Scholes method
and as indicated on the attached Exhibit A, divided by the fair market value of
a share of common stock of the Company as of the date of adoption of the Plan
(i.e., $4.25 per share).

         5.       Each Employee participating in the Plan will execute a
promissory note in substantially the form attached hereto as Exhibit B (the
"Note") in connection with the sale of the shares to such Employee.

         6.       The shares may not be sold or transferred by the Employee
until the Note is satisfied in accordance with the Plan. Each Employee will
execute a pledge agreement substantially in the form attached hereto as Exhibit
C (the "Pledge Agreement") to secure satisfaction of the Note. The Company will
hold the certificate for the shares of each Employee until such Employee
satisfies his or her Note. Each certificate for shares shall bear a legend
referring to the foregoing restrictions.

         7.       The Company intends to forgive an Employee's Note if and when
such Employee completes one year of service as an employee of the Company, in
which he or she performs his or her job consistent with past performance. Upon
the forgiveness of a Note, the Pledge Agreement will be terminated and the
certificate for the shares such Employee has purchased will be delivered to him
or her.

         8.       If an Employee becomes disabled or dies before the end of the
first year after issuance of the shares to him or her, the Note will
automatically be forgiven and the shares and certificate therefor delivered to
such Employee's estate or him or her, as the case may be.

         9.       The total number of shares that may be issued pursuant to the
Plan is 55,314.


                                       76

EX-10.9

   1
                                                                    EXHIBIT 10.9

                      Three year employment agreements with
              The Chairman of the Board, The CEO and The President


                                       77
   2

                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT is entered into as of September 1, 2000,
between Ablest Inc., a Delaware corporation (the "Company"), and Charles H.
Heist III ("Executive").

                              W I T N E S S E T H :

         WHEREAS, the Company and Executive desire to enter into this Agreement
to insure the Company of the services of Executive, to provide for compensation
and other benefits to be paid and provided by the Company to Executive in
connection therewith, and to set forth the rights and duties of the parties in
connection therewith;

         NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereby agree as follows:

         1.       Employment.

                  (a)      Title. The Company hereby employs Executive as
Chairman, and Executive hereby accepts such employment, on the terms and
conditions set forth herein.

                  (b)      Duties. During the term of this Agreement and any
renewal hereof (all references herein to the term of this Agreement shall
include references to the period of renewal hereof, if any), Executive shall be
and have the title, duties and authority of Chairman of the Company and shall
devote his entire business time and all reasonable efforts to his employment and
shall perform diligently such duties as are customarily performed by the
Chairman of companies the size and structure of the Company, together with such
other duties as may be reasonably required from time to time by the Board of
Directors of the Company.

                  (c)      Outside Interests. Executive shall not, without the
prior written consent of the Company, directly or indirectly, during the term of
this Agreement, other than in the performance of duties naturally inherent to
the business of the Company and in furtherance thereof, render services of a
business, professional or commercial nature to any other person or firm, whether
for compensation or otherwise; provided, however, that Executive may attend to
outside investments, and serve as a director, trustee or officer of, or
otherwise participate in, educational, welfare, social, religious and civic
organizations so long as such activities do not materially interfere with his
full-time employment hereunder.

         2.       Term. Subject to the provisions for renewal and termination
hereinafter provided, the term of this Agreement shall begin on the date hereof
and shall continue for the current calendar year and for the succeeding three
calendar years (the "Initial Term"). As of January 1, 2004, and as of January 1
of each succeeding calendar year


                                       78
   3

thereafter, the term hereof automatically shall be renewed for one year (each
such year, a "One-Year Renewal Term"), unless: (i) this Agreement is terminated
as provided in Paragraph 7 hereof, or (ii) either the Company or Executive shall
have given notice of non-renewal of this Agreement to the other at least six (6)
months before January 1, 2004, or six (6) months before the beginning of any
such succeeding one (1) year period, as the case may be (for example, unless
such written notice of non-renewal is given on or prior to July 1, 2003, the
term of this Agreement automatically will be renewed for one year, effective
January 1, 2004, through December 31, 2004) (a "Non-renewal Notice").

         3.       Directorship. Management of the Company will, at every
election for the Board of Directors while Executive is employed by the Company
as Chairman, use its best efforts to have Executive nominated for a seat on the
Board as a member of the management slate. Executive's nomination and
continuation as a director shall be subject to the will of the Board of
Directors and the Company's stockholders, as provided in the Company's charter
and bylaws. Removal of Executive from, or non-election of Executive to, the
Board of Directors as provided in the Company's charter and bylaws shall in no
event be deemed a breach of this Agreement by the Company.

         4.       Compensation.

                  (a)      Salary. For all services he may render to the Company
during the term of this Agreement, the Company shall pay to Executive the
following salary in those installments customarily used in payment of salaries
to the Company's senior executives (but in no event less frequently than
monthly):

                           (i)      for the period beginning on the date hereof
and ending December 31, 2000, salary equal to an annual salary of Two Hundred
Forty Thousand Dollars ($240,000), multiplied by the ratio of the number of days
in the period beginning on the date hereof and ending on the last day of 2000 to
366; and

                           (ii)     for the calendar year beginning on January
1, 2001, and for each calendar year thereafter during the term of this
Agreement, salary as determined by the Compensation Committee, which in no event
shall be less than the annual salary that was payable by the Company to
Executive under this Paragraph 4(a) for the immediately preceding calendar year.


                  (b)      Bonus. Executive shall be entitled to participate in
any bonus program implemented by the Compensation Committee of the Board of
Directors for senior executives generally of the Company, with pertinent terms
and goals to be established annually or otherwise by the Compensation Committee
in its sole discretion.

         5.       Benefits; Business Expenses; and Perquisites. Executive shall
be entitled, subject to the terms and conditions of the appropriate plans, to
all benefits provided by the Company to senior executives generally from time to



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   4
time during the term of this Agreement. Upon delivery of proper documentation
therefor Executive shall be reimbursed for all travel, hotel and business
expenses when incurred on Company business during the term of this Agreement.
During the term of this Agreement, Company shall furnish Executive, at the
Company's cost, with the use of a late model automobile of a make and quality
comparable to the automobile that the Company has furnished to Executive to date
in 2000. Executive shall be entitled to such other perquisites as are provided
by the Company to senior executives generally from time to time during the term
hereof.

         6.       Payment in the Event of Death or Disability.

                  (a)      In the event of Executive's death or Disability
during the term of this Agreement, for a period equal to the lesser of (i)
twelve (12) months following the date of such death or Disability or (ii) the
balance of the term remaining hereunder at such date, the Company shall continue
to pay to Executive (or his estate) Executive's then effective per annum rate of
salary, as determined under Paragraph 4(a), and provide to Executive (or to his
family members covered under his family medical coverage) the same family
medical coverage as provided to Executive on the date of such death or
Disability.

                  (b)      Except as otherwise provided in Paragraph 6(a), in
the event of Executive's death or Disability Executive's employment hereunder
shall terminate and Executive shall be entitled to no further compensation or
other payments or benefits under this Agreement, except as to any unpaid salary,
bonus, or other benefits accrued and earned by him up to and including the date
of such death or Disability.

                  (c)      For purposes of this Agreement, Executive's
Disability shall be deemed to have occurred after one hundred fifty (150) days
in the aggregate during any consecutive twelve (12) month period, or after
ninety (90) consecutive days, during which one hundred fifty (150) or ninety
(90) days, as the case may be, Executive, by reason of his physical or mental
disability or illness, shall have been unable to discharge his duties hereunder.
The date of Disability shall be such one hundred fiftieth (150th) or ninetieth
(90th) day, as the case may be. If the Company or Executive, after receipt of
notice of Executive's Disability from the other, dispute that Executive's
Disability shall have occurred, Executive shall promptly submit to a physical
examination by the chief of medicine of any major accredited hospital in the
Tampa or Clearwater, Florida, metropolitan area selected by the Company and,
unless such physician shall issue his written statement to the effect that in
his or her opinion, based on his or her diagnosis, Executive is capable of
resuming his employment and devoting his full time and energy to discharging his
duties within thirty (30) days after the date of such statement, such Disability
shall be deemed to have occurred.


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   5
                  (d)      The payments to be made by the Company to Executive
hereunder shall be offset and reduced by the amount of any insurance proceeds
(on a tax-effected basis) paid to Executive (or his estate) from insurance
policies obtained by the Company other than insurance policies provided under
Company-wide employee benefit and welfare plans.

         6.       Termination

                  (a)      The employment of Executive under this Agreement:

                           (i)      shall be terminated automatically upon the
death or Disability of Executive;

                           (ii)     may be terminated for Cause at any time by
the Company, with any such termination not being in limitation of any other
right or remedy the Company may have under this Agreement or otherwise;

                           (iii)    may be terminated at any time by the Company
without Cause with 30 days advance notice to Executive;

                           (iv)     may be terminated at any time by Executive
with thirty (30) days' advance notice to the Company;

                           (v)      may be terminated by Executive for Good
Reason if the Company fails to cure the event constituting Good Reason within
thirty (30) days of written notice of such event from Executive, provided that
Executive has given notice of the event forming the basis of Good Reason within
ninety (90) days after he has knowledge thereof; or

                           (vi)     shall be terminated automatically at the end
of the term of this Agreement then in effect if either party gives to the other
party a Non-renewal Notice.

                  (b)      Upon any termination hereunder, Executive shall be
deemed automatically to have resigned from all offices and directorships held by
him in the Company.

                  (c)      Executive's employment with the Company for all
purposes shall be deemed to have terminated as of the effective date of such
termination hereunder (the "Date of Termination"), irrespective of whether the
Company has a continuing obligation under this Agreement to make payments or
provide benefits to Executive after such date.

         7.       Certain Termination Payments.


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   6
                  (a)      If Executive's employment with the Company is
terminated by the Company without Cause or by Executive for Good Reason, in each
case other than following a Change in Control, the Company shall (i) continue to
pay to Executive the per annum rate of salary then in effect under Paragraph
4(a) and provide him and his family with the benefits described in Paragraph
4(c) then in effect (unless the terms of the applicable plans expressly prohibit
the continuation of such benefits after such termination and cannot be amended,
with applicability of such amendment limited to Executive, to provide for such
continuation, in which case the Company shall procure and pay for substantially
similar substitute benefits except for any pension or 401(k) Plan benefit) for a
period equal to the remainder of the Initial Term or any One-Year Renewal Term,
as the case may be, and (ii) pay Executive on or before the thirtieth day after
the Date of Termination an amount equal to the product of (i) the target bonus
opportunity for the year in which such termination occurs times (ii) the number
of years for which a bonus opportunity would have been provided to him under
Paragraph 4(b) hereof had he remained employed hereunder for the Term.

                  (b)      If Executive's employment is terminated by the
Company with Cause or by Executive without Good Reason, Executive shall be
entitled to no further compensation or other payments or benefits under this
Agreement, except as to that portion of any unpaid salary and other benefits
accrued and earned by him under Paragraphs 4(a) and 4(c) hereof up to and
including the Date of Termination.

         8.       Change in Control Termination Payments.

                  (a)      Executive will be entitled to the compensation set
forth in Paragraph 9(b) hereof (the "CIC Compensation") if his employment is
terminated within two years after a Change in Control (i) by the Company without
Cause, or (ii) by him with Good Reason (in either case, the "CIC Trigger").
Notwithstanding the foregoing, Executive will not be entitled to CIC
Compensation in the event of a termination of his employment on account of: (i)
Death or Disability; (ii) Retirement; or (iii) a Qualified Sale of Business.

                  (b)      In the event of a CIC Trigger, Executive shall be
entitled to the CIC Compensation provided below:

                           (i)      In lieu of any further salary, bonus or
other payments to Executive for periods subsequent to the Date of Termination,
the Company shall pay to Executive not later than the tenth day following the
Date of Termination a cash amount equal to the sum of: (x) an amount equal to
three times Executive's annual base salary in effect on the date of Termination
(the "Base Salary"); (y) an amount equal to three times the sum of (A) the
target bonus opportunity in the year of such termination and (B) the
contribution, if any, paid by the Company for the


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   7
benefit of Executive to any 401(k) Plan in the last complete fiscal year of the
Company; and (z) the present value, determined as of the Date of Termination, of
the sum of all benefits which have accrued to Executive but have not vested
under any retirement plan of the Company (the "Retirement Plan") as of the Date
of Termination and all additional benefits which would have accrued to Executive
under the Retirement Plan had he continued to be employed by the Company on the
same terms he was employed on the Date of Termination from the Date of
Termination to the date thirty-six (36) months after the Date of Termination.
For purposes hereof, the present value of a future payment shall be calculated
by reference to the actuarial assumptions (including assumptions with respect to
interest rates) in use immediately prior to the Change in Control for purpose of
calculating actuarial equivalents under the Retirement Plan.

                           (ii)     Until the earlier of Executive's death or
the end of the twelve (12) month period following the Date of Termination, the
Company shall arrange to provide Executive life, health, disability and accident
insurance benefits and the package of "Executive benefits" substantially similar
to those which Executive was receiving immediately prior to the Date of
Termination, or immediately prior to a Change in Control, if greater, provided
that Executive shall be obliged to continue to pay that proportion of premiums
paid by him immediately prior to the Change in Control.

                           (iii)    The Company shall vest and accelerate the
exercise date of all stock options, if any, granted to Executive (the "Options")
that are unvested or not exercisable on the Date of Termination, to the end that
the Options shall be immediately exercisable for the duration of their
respective original terms.

                           (iv)     Executive shall have the right within one
year following the later of 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 the date prior to the date of the Change in
Control.

                  (c)      If the CIC Compensation hereunder, either alone or
together with other payments to Executive from the Company, would constitute an
"excess parachute payment" (as defined in Section 280G of the Internal Revenue
Code of 1986, as amended from time to time (the "Code")), such CIC Compensation
shall be reduced to the largest amount that will result in no portion of the
payments hereunder 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.

         9.       Definitions.

                  (a)      "Beneficial Owner" shall have the meaning provided in
Rule 13d-3 promulgated under the


                                       83
   8

Exchange Act.

                  (b)      "Cause" means:

                           (i)      Executive's conviction of, or plea of "no
contest" to, a felony;

                           (ii)     Executive's willfully engaging in an act or
series of acts of gross misconduct that result in demonstrable and material
injury to the Company; or

                           (iii)    Executive's material breach of any provision
of this Agreement, which breach has not been cured in all material respects
within twenty (20) days after the Company gives notice thereof to Executive.

                  (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 rules and regulations promulgated
under the Securities Exchange Act of 1934, 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; provided,
however, that a Transaction which would otherwise not result in a Change in
Control because of the resulting ownership of more than 50% of the voting
securities of the surviving company, its parent, or a purchaser of the assets
will, nonetheless, be deemed to be a Change in Control but only in connection
with a termination for Good Reason; or

                           (iii)    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


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   9
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)      "Good Reason" means any of the following:

                           (i)      The reduction of Executive's annual salary
or bonus opportunity below the higher of (A) the amount of annual salary or
bonus opportunity in effect immediately prior to a Change in Control or (B) the
highest amount of annual salary or bonus opportunity in effect at any time
thereafter;

                           (ii)     (A) any failure by the Company to continue
in effect or provide plans or arrangements pursuant to which Executive will be
entitled to receive grants relating to the securities of the Company (including,
without limitation, stock options, stock appreciation rights, restricted stock
or other equity based awards) of the same type as Executive was participating in
immediately prior to a Change in Control (hereinafter referred to as "Securities
Plans") or providing substitutes for such Securities Plans which in the
aggregate provide substantially similar economic benefits; or (B) the taking of
any action by the Company which would adversely affect Executive's participation
in, or benefits under, any such Securities Plan or its substitute if in the
aggregate Executive is not provided substantially similar economic benefits;
provided, however, that for these purposes, any determination of whether Good
Reason exists under (A) or (B) of this subsection (ii) because Executive is or
is not provided substantially similar economic benefits in the aggregate will be
made with due consideration given to Executive's base salary, other cash
compensation and any other equity based incentive programs pursuant to which
Executive is also entitled to receive equity based incentive compensation, and
not solely on the basis of whether Executive is or is not entitled or eligible
to receive equity based incentive compensation;

                           (iii)    the assignment to Executive of any duties
inconsistent with, or a diminution of, Executive's duties, title, offices,
responsibilities or status from those of Executive with the Company, or any
removal of Executive from or any failure to reelect or reappoint Executive to
any of such positions, including as a Director, except in connection with the
termination of Executive's employment for Disability, Retirement or Cause or as
a result of Executive's death;

                           (iv)     in the event of a Transaction that is deemed
to be a Change in Control solely as a result of Paragraph 10(c)(ii) of this
Agreement, removal of Executive from the position he held with the Company prior
to such Transaction (or Executive's not holding the comparable position in the
parent company following such Transaction) or the diminishing of his duties or
responsibilities in a manner that would be Good Reason under Paragraph
10(d)(iii) above;



                                       85
   10

                           (v)      the Company's requiring Executive to be
based at a location more than 50 miles from the location where Executive was
based on the Effective Date or to substantially increase on a regularly
recurring basis his business travel obligations; or

                           (vi)     the material breach of this Agreement by the
Company when the Company does not have Cause to terminate Executive.

                  (e)      "Person" shall have the meaning provided in Section
3(a)(9) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and as used in Sections 13(d) and 14(d) thereof, including a "group" (as defined
in Section 13(d) of the Exchange Act).

                  (f)      "Qualified Sale of Business" shall mean the sale of a
business unit in which Executive was employed before such sale so long as
Executive has been offered employment with the purchaser of such business unit
upon substantially the same terms under which he worked for the Company,
including change-in-control compensation.

                  (g)      "Retirement" shall mean voluntary, late, normal or
early retirement under a pension plan sponsored by the Company, as defined in
such plan, or as otherwise defined or determined by the Compensation Committee
of the Board of Directors of the Company with respect to senior executives of
the Company generally.

         10.      Certain Covenants

                  (a)      Noncompete and Nonsolicitation. Executive
acknowledges the Company's reliance on and expectation of Executive's continued
commitment to performance of his duties and responsibilities during the term of
this Agreement. In light of such reliance and expectation, during the term
hereof and for two years after termination of Executive's employment and this
Agreement under Paragraph 7 hereof, other than termination by Executive for Good
Reason or by the Company without Cause, Executive shall not, directly or
indirectly, do or suffer any of the following:

                           (i)      Own, manage, control or participate in the
ownership, management, or control of, or be employed or engaged by or otherwise
affiliated or associated as a consultant, independent contractor or otherwise
with, any other corporation, partnership, proprietorship, firm, association or
other business entity, or otherwise engage in any business, which is in
competition with the business of the Company as and where conducted by it at the
time of such termination; provided, however, that the ownership of not more than
five percent (5%) of any class of publicly traded securities of any entity shall
not be deemed a violation of this covenant;

                           (ii)     Solicit the employment of, assist in the
soliciting the employment of, or otherwise solicit the association in business
with any person or entity of, any employee, consultant or agent of the Company;
or


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                           (iii)    Induce any person who is a customer of the
Company to terminate said relationship.

                  (b)      Nondisclosure; Return of Materials. During the term
of his employment by the Company and following termination of such employment,
Executive will not disclose (except as required by his duties to the Company),
any concept, design, process, technology, trade secret, customer list, plan,
embodiment or invention, any other intellectual property ("Intellectual
Property") or any other confidential information, whether patentable or not, of
Company of which Executive becomes informed or aware during his employment,
whether or not developed by Executive. In the event of the termination of his
employment with the Company or the expiration of this Agreement, Executive will
return to the Company all documents, data and other materials of whatever
nature, including, without limitation, drawings, specifications, research,
reports, embodiments, software and manuals that pertain to his employment with
the Company or to any Intellectual Property and shall not retain or cause or
allow any third party to retain photocopies or other reproductions of the
foregoing.

                  (c)      Executive expressly agrees and understands that the
remedy at law for any breach by him of this Paragraph 11 may be inadequate and
that the damages flowing from such breach are not easily measured in monetary
terms. Accordingly, it is acknowledged that, upon adequate proof of Executive's
violation of any provision of this Paragraph 11, the Company shall be entitled
to immediate injunctive relief and may obtain a temporary order restraining any
threatened or further breach and may withhold any amounts owed to Executive
pursuant to this Agreement. Nothing in this Paragraph 11 shall be deemed to
limit the Company's remedies at law or in equity for any breach by Executive of
any of the provisions of this Paragraph 11 that may be pursued by the Company.

                  (d)      If Executive shall violate any legally enforceable
provision of this Paragraph 11 as to which there is a specific time period
during which he is prohibited from taking certain actions or from engaging in
certain activities, as set forth in such provision, then, in such event, such
violation shall toll the running of such time period from the date of such
violation until such violation shall cease.

                  (e)      Executive has carefully considered the nature and
extent of the restrictions upon him and the rights and remedies conferred upon
the Company under this Paragraph 11, and hereby acknowledges and agrees that the
same are reasonable in time and territory, are designed to eliminate competition
that otherwise would be unfair to the Company, do not stifle the inherent skill
and experience of Executive, would not operate as a bar to Executive's sole
means of support, are fully required to protect the legitimate interests of the
Company and do not confer a benefit upon the Company disproportionate to the
detriment to Executive.


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   12
         11.      Withholding Taxes. All payments to Executive hereunder shall
be subject to withholding on account of federal, state and local taxes as
required by law.

         12.      No Conflicting Agreements. Executive represents and warrants
that he is not a party to any agreement, contract or understanding, whether an
employment contract or otherwise, that would restrict or prohibit him from
undertaking or performing employment in accordance with the terms and conditions
of this Agreement.

         13.      Severable Provisions. The provisions of this Agreement are
severable and if any one or more of its provisions is determined to be illegal
or otherwise unenforceable, in whole or in part, the remaining provisions and
any partially unenforceable provision to the extent enforceable in any
jurisdiction nevertheless shall be binding and enforceable.

         14.      Binding Agreement. The rights and obligations of the Company
under this Agreement shall inure to the benefit of, and shall be binding on, the
Company and its successors and assigns, and the rights and obligations (other
than obligations to perform services) of Executive under this Agreement shall
inure to the benefit of, and shall be binding upon, Executive and his heirs,
personal and legal representatives, executors, successors and administrators.
The Company will require any successors or assign (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all the
business or assets of the Company by agreement in form and substance
satisfactory to the Executive, expressly, absolutely and unconditionally to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession or
assignment had taken place. Any failure of the Company to obtain such agreement
prior to the effectiveness of any such succession or assignment shall be a
material breach of this Agreement and shall entitle the Executive to terminate
his employment for Good Reason. As used in this Agreement, the "Company" shall
mean the Company as hereinbefore defined and any successor or assign to its
business or assets as aforesaid which executes and delivers the agreement
provided for herein or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law. If the Executive should die
while any amounts are still payable to him, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
the Executive's devisee, legatee, or other designee of, if there be no such
designee, to the Executive's estate.

         15.      Notices. Notices and other communications hereunder shall be
in writing and shall be deemed to have been duly given when sent by certified
mail, postage prepaid, addressed to the intended recipient at the address set
forth at the end of this Agreement, or at such other address as such intended
recipient hereafter may have designated


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   13
most recently to the other party hereto with specific reference to this
Paragraph 16.

         16.      Consent to Jurisdiction. Executive and the Company each
irrevocably: (i) submits to the exclusive jurisdiction of the Florida courts and
the United States district court(s) in Florida for the purpose of any
proceedings arising out of this Agreement or any transaction contemplated by
this Agreement; (ii) agrees not to commence such proceeding except in these
courts; (iii) agrees that service of any process, summons, notice or document by
U.S. registered mail to a party's address as provided herein shall be effective
service of process for any such proceeding; and (iv) waives any objection to the
laying of venue of any such proceeding in these courts.

         17.      Waiver of Jury Trial. Each party waives, to the fullest extent
permitted by law, any right he or it may have to a trial by jury in respect of
any suit, action or proceeding arising out of this Agreement or any transaction
contemplated by this Agreement. Each party certifies that no representative,
agent or attorney of any other party has represented, expressly or otherwise,
that such other party would not, in the event of litigation, seek to enforce
this waiver; and acknowledges that he or it and the other party have been
induced to enter into this Agreement by, among other things, the mutual waivers
and certifications in this Paragraph 18.

         18.      Waiver. The failure of either party to enforce any provision
of this Agreement shall not in any way be construed as a waiver of any such
provision as to any future violation thereof, or prevent that party thereafter
from enforcing each and every other provision of this Agreement. The rights
granted the parties herein are cumulative and the waiver of any single remedy
shall not constitute a waiver of such party's right to assert all other legal
remedies available to it under the circumstances.

         19.      Miscellaneous. This Agreement supersedes all prior agreements
and understandings between the parties and may not be modified or terminated
orally. All obligations and liabilities of each party hereto in favor of the
other party hereto relating to matters arising prior to the date hereof have
been fully satisfied, paid and discharge. No modification, termination or
attempted waiver shall be valid unless in writing and signed by the party
against whom the same is sought to be enforced.

         20.      Governing Law. This Agreement shall be governed by and
construed according to the laws of the State of Florida.

         21.      Captions and Paragraph Headings. Captions and paragraph
headings used herein are for convenience and are not a part of this Agreement
and shall not be used in construing it.

         22.      Legal Fees. If any legal action is required to enforce
Executive's rights under this Agreement,


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   14
Executive shall be entitled to recover from the Company any expenses for
attorneys' fees and disbursements reasonably incurred by him if he is the
prevailing party.

         23.      No Obligation To Mitigate Damages. Executive shall not be
required to mitigate damages or the amount of any payment provided for under
this Agreement by seeking other employment or otherwise, nor shall the amount of
any payment provided for under this Agreement be reduced by any compensation
earned by Executive as the result of employment by another employer after the
termination of his employment, or otherwise.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first set forth above.


                                   EXECUTIVE:


                                        /s/ Charles H. Heist III
                                   --------------------------------------------
                                   Name:     Charles H. Heist III
                                   Address:  2241 Alligator Creek,
                                             Clearwater, Florida  33765




                                   ABLEST INC.



                                   By:      /s/ W. David Foster
                                      -----------------------------------------
                                   Name:    W. David Foster
                                   Title:   Chief Executive Officer



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                              EMPLOYMENT AGREEMENT


                  THIS EMPLOYMENT AGREEMENT is entered into as of September 1,
2000, between Ablest Inc., a Delaware corporation (the "Company"), and W. David
Foster ("Executive").

                              W I T N E S S E T H:

                  WHEREAS, the Company and Executive desire to enter into this
Agreement to insure the Company of the services of Executive, to provide for
compensation and other benefits to be paid and provided by the Company to
Executive in connection therewith, and to set forth the rights and duties of the
parties in connection therewith;

                  NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereby agree as follows:

         5.       Employment.

                  (d)      Title. The Company hereby employs Executive as Chief
Executive Officer, and Executive hereby accepts such employment, on the terms
and conditions set forth herein.

                  (e)      Duties. During the term of this Agreement and any
renewal hereof (all references herein to the term of this Agreement shall
include references to the period of renewal hereof, if any), Executive shall be
and have the title, duties and authority of Chief Executive Officer of the
Company and shall devote his entire business time and all reasonable efforts to
his employment and shall perform diligently such duties as are customarily
performed by the Chief Executive Officer of companies the size and structure of
the Company, together with such other duties as may be reasonably required from
time to time by the Board of Directors of the Company or Chairman of the
Company. Without limiting the generality of any of the foregoing, except as
hereafter expressly agreed in writing by Executive, Executive shall not be
required to report to any officer except the Chairman of the Company and shall
report to the Board of Directors.

                  (f)      Outside Interests. Executive shall not, without the
prior written consent of the Company, directly or indirectly, during the term of
this Agreement, other than in the performance of duties naturally inherent to
the business of the Company and in furtherance thereof, render services of a
business, professional or commercial nature to any other person or firm, whether
for compensation or otherwise; provided, however, that Executive may attend to
outside investments, and serve as a director, trustee or officer of, or
otherwise participate in, educational, welfare, social, religious and civic
organizations so long as such activities do not materially interfere with his
full-time employment


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   16
hereunder.

         6.       Term. Subject to the provisions for renewal and termination
hereinafter provided, the term of this Agreement shall begin on the date hereof
and shall continue for the current calendar year and for the succeeding three
calendar years (the "Initial Term"). As of January 1, 2004, and as of January 1
of each succeeding calendar year thereafter, the term hereof automatically shall
be renewed for one year (each such year, a "One-Year Renewal Term"), unless: (i)
this Agreement is terminated as provided in Paragraph 7 hereof, or (ii) either
the Company or Executive shall have given notice of non-renewal of this
Agreement to the other at least six (6) months before January 1, 2004, or six
(6) months before the beginning of any such succeeding one (1) year period, as
the case may be (for example, unless such written notice of non-renewal is given
on or prior to July 1, 2003, the term of this Agreement automatically will be
renewed for one year, effective January 1, 2004, through December 31, 2004) (a
"Non-renewal Notice").

         7.       Directorship. Management of the Company will, at every
election for the Board of Directors while Executive is employed by the Company
as Chief Executive Officer, use its best efforts to have Executive nominated for
a seat on the Board as a member of the management slate. Executive's nomination
and continuation as a director shall be subject to the will of the Board of
Directors and the Company's stockholders, as provided in the Company's charter
and bylaws. Removal of Executive from, or non-election of Executive to, the
Board of Directors as provided in the Company's charter and bylaws shall in no
event be deemed a breach of this Agreement by the Company.

         8.       Compensation.

                  (c)      Salary. For all services he may render to the Company
during the term of this Agreement, the Company shall pay to Executive the
following salary in those installments customarily used in payment of salaries
to the Company's senior executives (but in no event less frequently than
monthly):

                           (iii)    for the period beginning on the date hereof
and ending December 31, 2000, salary equal to an annual salary of Two Hundred
Forty Thousand Dollars ($240,000), multiplied by the ratio of the number of days
in the period beginning on the date hereof and ending on the last day of 2000 to
366; and

                           (iv)     for the calendar year beginning on January
1, 2001, and for each calendar year thereafter during the term of this
Agreement, salary as determined by the Compensation Committee, which in no event
shall be less than the annual salary that was payable by the Company to
Executive under this Paragraph 4(a) for the immediately preceding calendar year.

                  (d)      Bonus. Executive shall be entitled to participate in
any bonus program implemented by the


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   17
Compensation Committee of the Board of Directors for senior executives generally
of the Company, with pertinent terms and goals to be established annually or
otherwise by the Compensation Committee in its sole discretion.

                  (e)      Benefits. Executive shall be entitled, subject to the
terms and conditions of the appropriate plans, to all benefits provided by the
Company to senior executives generally from time to time during the term of this
Agreement.

                  (f)      Business Expenses. Upon delivery of proper
documentation therefor Executive shall be reimbursed for all travel, hotel and
business expenses when incurred on Company business during the term of this
Agreement.

                  (g)      Perquisites. During the term of this Agreement,
Company shall furnish Executive, at the Company's cost, with the use of a late
model automobile of a make and quality comparable to the automobile that the
Company has furnished to Executive to date in 2000. Executive shall be entitled
to such other perquisites as are provided by the Company to senior executives
generally from time to time during the term hereof.

         9.       Restricted Stock.

                  (a)      In recognition of the value Executive has created in
the Company and in order to encourage Executive to use his talents to enhance
the operations and profitability of the Company in the future, the Company
hereby grants and issues to Executive 30,000 restricted shares of common stock,
$.05 par value, of the Company (the "Restricted Shares"). On January 1 of each
of calendar years 2001 through 2003 (each such date, a "Maturity Date"),
one-third of the Restricted Shares shall vest and a stock certificate for such
vested shares shall be delivered to Executive. Prior to an applicable Maturity
Date, the Company shall hold all stock certificates for Restricted Shares that
have not vested. So long as this agreement is in effect and Executive is not in
breach hereof, Executive will be entitled to vote all Restricted Shares at
meetings of the shareholders of the Company. No cash dividends or equivalent
amounts shall be paid on the Restricted Shares prior to vesting. On each
Maturity Date, the Company shall pay to Executive an amount in cash or in kind,
as appropriate, that shall be equal to the cash or other dividends, if any, that
would have been paid between the date hereof and the particular Maturity Date
with respect to issued and outstanding common shares equal in number to the
number of Restricted Shares maturing on such Maturity Date. No interest shall be
paid on any dividend equivalent or any part thereof.


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   18

                  (b)      If Executive's employment hereunder 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
Executive for Good Reason, all Restricted Shares will vest automatically at the
time of such termination.

                  (c)      On each Maturity Date, or at any time that the
Restricted Shares automatically vest as provided in Section 5(b) hereof, the
Company shall pay to Executive (or his estate, as the case may be) an amount in
cash equal to 66% of the fair market value of the Restricted Shares vested on
such date or at such time, such cash amount to be paid not later than December
15 of the year in which such shares vested.

                  (d)      If Executive's employment hereunder terminates prior
to any vesting date for reasons other than death, Disability, Change in Control
of the Company, termination without Cause by the Company, or termination by
Executive for Good Reason, all unvested Restricted Shares will be forfeited.

         10.      Payment in the Event of Death or Disability.

                  (e)      In the event of Executive's death or Disability
during the term of this Agreement, for a period equal to the lesser of (i)
twelve (12) months following the date of such death or Disability or (ii) the
balance of the term remaining hereunder at such date, the Company shall continue
to pay to Executive (or his estate) Executive's then effective per annum rate of
salary, as determined under Paragraph 4(a), and provide to Executive (or to his
family members covered under his family medical coverage) the same family
medical coverage as provided to Executive on the date of such death or
Disability.

                  (f)      Except as otherwise provided in Paragraph 6(a), in

he event of Executive's death or Disability Executive's employment hereunder
shall terminate and Executive shall be entitled to no further compensation or
other payments or benefits under this Agreement, except as to the Restricted
Shares as set forth in Paragraph 5 hereof and any unpaid salary, bonus, or other
benefits accrued and earned by him up to and including the date of such death or
Disability.

                  (g)      For purposes of this Agreement, Executive's
Disability shall be deemed to have occurred after one hundred fifty (150) days
in the aggregate during any consecutive twelve (12) month period, or after
ninety (90) consecutive days, during which one hundred fifty (150) or ninety
(90) days, as the case may be, Executive, by reason of his physical or mental
disability or illness, shall have been unable to discharge his duties hereunder.
The date of Disability shall be such one hundred fiftieth (150th) or ninetieth
(90th) day, as the case may be. If the Company or Executive, after receipt of
notice of Executive's Disability from the other, dispute that Executive's
Disability shall have


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   19
occurred, Executive shall promptly submit to a physical examination by the chief
of medicine of any major accredited hospital in the Tampa or Clearwater,
Florida, metropolitan area selected by the Company and, unless such physician
shall issue his written statement to the effect that in his or her opinion,
based on his or her diagnosis, Executive is capable of resuming his employment
and devoting his full time and energy to discharging his duties within thirty
(30) days after the date of such statement, such Disability shall be deemed to
have occurred.

                  (h)      The payments to be made by the Company to Executive
hereunder shall be offset and reduced by the amount of any insurance proceeds
(on a tax-effected basis) paid to Executive (or his estate) from insurance
policies obtained by the Company other than insurance policies provided under
Company-wide employee benefit and welfare plans.

         11.      Termination

                  (i)      The employment of Executive under this Agreement:

                           (vii)    shall be terminated automatically upon the
death or Disability of Executive;

                           (viii)   may be terminated for Cause at any time by
the Company, with any such termination not being in limitation of any other
right or remedy the Company may have under this Agreement or otherwise;

                           (ix)     may be terminated at any time by the Company
without Cause with 30 days advance notice to Executive;

                           (x)      may be terminated at any time by Executive
with thirty (30) days' advance notice to the Company;

                           (xi)     may be terminated by Executive for Good
Reason if the Company fails to cure the event constituting Good Reason within
thirty (30) days of written notice of such event from Executive, provided that
Executive has given notice of the event forming the basis of Good Reason within
ninety (90) days after he has knowledge thereof; or

                           (xii)    shall be terminated automatically at the end
of the term of this Agreement then in effect if either party gives to the other
party a Non-renewal Notice.

                  (j)      Upon any termination hereunder, Executive shall be
deemed automatically to have resigned from all offices and directorships held by
him in the Company.


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   20
                  (k)      Executive's employment with the Company for all
purposes shall be deemed to have terminated as of the effective date of such
termination hereunder (the "Date of Termination"), irrespective of whether the
Company has a continuing obligation under this Agreement to make payments or
provide benefits to Executive after such date.

                  (l)      Certain Termination Payments.

                  (m)      If Executive's employment with the Company is
terminated by the Company without Cause or by Executive for Good Reason, in each
case other than following a Change in Control, the Company shall (i) continue to
pay to Executive the per annum rate of salary then in effect under Paragraph
4(a) and provide him and his family with the benefits described in Paragraph
4(c) then in effect (unless the terms of the applicable plans expressly prohibit
the continuation of such benefits after such termination and cannot be amended,
with applicability of such amendment limited to Executive, to provide for such
continuation, in which case the Company shall procure and pay for substantially
similar substitute benefits except for any pension or 401(k) Plan benefit) for a
period equal to the remainder of the Initial Term or any One-Year Renewal Term,
as the case may be, and (ii) pay Executive on or before the thirtieth day after
the Date of Termination an amount equal to the product of (i) the target bonus
opportunity for the year in which such termination occurs times (ii) the number
of years for which a bonus opportunity would have been provided to him under
Paragraph 4(b) hereof had he remained employed hereunder for the Term.

                  (n)      If Executive's employment is terminated by the
Company with Cause or by Executive without Good Reason, Executive shall be
entitled to no further compensation or other payments or benefits under this
Agreement, except as to that portion of any unpaid salary and other benefits
accrued and earned by him under Paragraphs 4(a) and 4(c) hereof up to and
including the Date of Termination.

         12.      Change in Control Termination Payments.

                  (o)      Executive will be entitled to the compensation set
forth in Paragraph 9(b) hereof (the "CIC Compensation") if his employment is
terminated within two years after a Change in Control (i) by the Company without
Cause, or (ii) by him with Good Reason (in either case, the "CIC Trigger").
Notwithstanding the foregoing, Executive will not be entitled to CIC
Compensation in the event of a termination of his employment on account of: (i)
Death or Disability; (ii) Retirement; or (iii) a Qualified Sale of Business.

                  (p)      In the event of a CIC Trigger, Executive shall be
entitled to the CIC Compensation provided below:


                                       96
   21
                  (v) In lieu of any further salary, bonus or other payments to
Executive for periods subsequent to the Date of Termination, the Company shall
pay to Executive not later than the tenth day following the Date of Termination
a cash amount equal to the sum of: (x) an amount equal to three times
Executive's annual base salary in effect on the date of Termination (the "Base
Salary"); (y) an amount equal to three times the sum of (A) the target bonus
opportunity in the year of such termination and (B) the contribution, if any,
paid by the Company for the benefit of Executive to any 401(k) Plan in the last
complete fiscal year of the Company; and (z) the present value, determined as of
the Date of Termination, of the sum of all benefits which have accrued to
Executive but have not vested under any retirement plan of the Company (the
"Retirement Plan") as of the Date of Termination and all additional benefits
which would have accrued to Executive under the Retirement Plan had he continued
to be employed by the Company on the same terms he was employed on the Date of
Termination from the Date of Termination to the date thirty-six (36) months
after the Date of Termination. For purposes hereof, the present value of a
future payment shall be calculated by reference to the actuarial assumptions
(including assumptions with respect to interest rates) in use immediately prior
to the Change in Control for purpose of calculating actuarial equivalents under
the Retirement Plan.

                  (vi) Until the earlier of Executive's death or the end of the
twelve (12) month period following the Date of Termination, the Company shall
arrange to provide Executive life, health, disability and accident insurance
benefits and the package of "Executive benefits" substantially similar to those
which Executive was receiving immediately prior to the Date of Termination, or
immediately prior to a Change in Control, if greater, provided that Executive
shall be obliged to continue to pay that proportion of premiums paid by him
immediately prior to the Change in Control.

                  (vii) The Company shall vest and accelerate the exercise date
of all stock options, if any, granted to Executive (the "Options") that are
unvested or not exercisable on the Date of Termination, to the end that the
Options shall be immediately exercisable for the duration of their respective
original terms.

                  (viii) Executive shall have the right within one year
following the later of 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 the date prior to the date of the Change in
Control.

                  (ix) As set forth in Paragraph 5(b) hereof, all Restricted
Shares will vest and be delivered to Executive.


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                  (q) If the CIC Compensation hereunder, either alone or
together with other payments to Executive from the Company, would constitute an
"excess parachute payment" (as defined in Section 280G of the Internal Revenue
Code of 1986, as amended from time to time (the "Code")), such CIC Compensation
shall be reduced to the largest amount that will result in no portion of the
payments hereunder 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.

         13.      Definitions.

                  (b)      "Beneficial Owner" shall have the meaning provided in
Rule 13d-3 promulgated under the Exchange Act.

                  (r)      "Cause" means:

                           (iv)     Executive's conviction of, or plea of "no
contest" to, a felony;

                           (v)      Executive's willfully engaging in an act or
series of acts of gross misconduct that result in demonstrable and material
injury to the Company; or

                           (vi)     Executive's material breach of any provision
of this Agreement, which breach has not been cured in all material respects
within twenty (20) days after the Company gives notice thereof to Executive.

                  (d)      "Change in Control" means any of the following
events:

                           (iv)     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

                           (v)      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 rules and regulations promulgated
under the Securities Exchange Act of 1934, 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; provided,
however, that a Transaction which would


                                       98

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otherwise not result in a Change in Control because of the resulting ownership
of more than 50% of the voting securities of the surviving company, its parent,
or a purchaser of the assets will, nonetheless, be deemed to be a Change in
Control but only in connection with a termination for Good Reason; or


                  (vi) 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).

         (s)      "Good Reason" means any of the following:

                  (vii)    The reduction of Executive's annual salary or bonus
opportunity below the higher of (A) the amount of annual salary or bonus
opportunity in effect immediately prior to a Change in Control or (B) the
highest amount of annual salary or bonus opportunity in effect at any time
thereafter;

                  (viii)   (A) any failure by the Company to continue in effect
or provide plans or arrangements pursuant to which Executive will be entitled to
receive grants relating to the securities of the Company (including, without
limitation, stock options, stock appreciation rights, restricted stock or other
equity based awards) of the same type as Executive was participating in
immediately prior to a Change in Control (hereinafter referred to as "Securities
Plans") or providing substitutes for such Securities Plans which in the
aggregate provide substantially similar economic benefits; or (B) the taking of
any action by the Company which would adversely affect Executive's participation
in, or benefits under, any such Securities Plan or its substitute if in the
aggregate Executive is not provided substantially similar economic benefits;
provided, however, that for these purposes, any determination of whether Good
Reason exists under (A) or (B) of this subsection (ii) because Executive is or
is not provided substantially similar economic benefits in the aggregate will be
made with due consideration given to Executive's base salary, other cash
compensation and any other equity based incentive programs pursuant to which
Executive is also entitled to receive equity based incentive compensation, and
not solely on the basis of whether Executive is or is not entitled or eligible
to receive equity based incentive compensation;

                  (ix)     the assignment to Executive of any duties
inconsistent with, or a diminution of, Executive's duties, title, offices,
responsibilities or status from those of Executive with the Company, or any
removal of


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Executive from or any failure to reelect or reappoint Executive to
any of such positions, including as a Director, except in connection with the
termination of Executive's employment for Disability, Retirement or Cause or as
a result of Executive's death;

                           (x)      in the event of a Transaction that is deemed
to be a Change in Control solely as a result of Paragraph 10(c)(ii) of this
Agreement, removal of Executive from the position he held with the Company prior
to such Transaction (or Executive's not holding the comparable position in the
parent company following such Transaction) or the diminishing of his duties or
responsibilities in a manner that would be Good Reason under Paragraph
10(d)(iii) above;

                           (xi)     the Company's requiring Executive to be
based at a location more than 50 miles from the location where Executive was
based on the Effective Date or to substantially increase on a regularly
recurring basis his business travel obligations; or

                           (xii)    the material breach of this Agreement by the
Company when the Company does not have Cause to terminate Executive.

                  (h)      "Person" shall have the meaning provided in Section
3(a)(9) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and as used in Sections 13(d) and 14(d) thereof, including a "group" (as defined
in Section 13(d) of the Exchange Act).

                  (i)      "Qualified Sale of Business" shall mean the sale of a
business unit in which Executive was employed before such sale so long as
Executive has been offered employment with the purchaser of such business unit
upon substantially the same terms under which he worked for the Company,
including change-in-control compensation.

                  (j)      "Retirement" shall mean voluntary, late, normal or
early retirement under a pension plan sponsored by the
Company, as defined in such plan, or as otherwise defined or determined by the
Compensation Committee of the Board of Directors of the Company with respect to
senior executives of the Company generally.

         14.      Certain Covenants

                  (c)      Noncompete and Nonsolicitation. Executive
acknowledges the Company's reliance on and expectation of Executive's continued
commitment to performance of his duties and responsibilities during the term of
this Agreement. In light of such reliance and expectation, during the term
hereof and for two years after termination of Executive's employment and this
Agreement under Paragraph 7 hereof, other than termination by Executive for Good
Reason or by the Company without Cause, Executive shall not, directly or
indirectly, do or suffer any of the following:


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                           (iv)     Own, manage, control or participate in the
ownership, management, or control of, or be employed or engaged by or otherwise
affiliated or associated as a consultant, independent contractor or otherwise
with, any other corporation, partnership, proprietorship, firm, association or
other business entity, or otherwise engage in any business, which is in
competition with the business of the Company as and where conducted by it at the
time of such termination; provided, however, that the ownership of not more than
five percent (5%) of any class of publicly traded securities of any entity shall
not be deemed a violation of this covenant;

                           (v)      Solicit the employment of, assist in the
soliciting the employment of, or otherwise solicit the association in business
with any person or entity of, any employee, consultant or agent of the Company;
or

                           (vi)     Induce any person who is a customer of the
Company to terminate said relationship.

                  (d)      Nondisclosure; Return of Materials. During the term
of his employment by the Company and following termination of such employment,
Executive will not disclose (except as required by his duties to the Company),
any concept, design, process, technology, trade secret, customer list, plan,
embodiment or invention, any other intellectual property ("Intellectual
Property") or any other confidential information, whether patentable or not, of
Company of which Executive becomes informed or aware during his employment,
whether or not developed by Executive. In the event of the termination of his
employment with the Company or the expiration of this Agreement, Executive will
return to the Company all documents, data and other materials of whatever
nature, including, without limitation, drawings, specifications, research,
reports, embodiments, software and manuals that pertain to his employment with
the Company or to any Intellectual Property and shall not retain or cause or
allow any third party to retain photocopies or other reproductions of the
foregoing.

                  (t)      Executive expressly agrees and understands that the
remedy at law for any breach by him of this Paragraph 11 may be inadequate and
that the damages flowing from such breach are not easily measured in monetary
terms. Accordingly, it is acknowledged that, upon adequate proof of Executive's
violation of any provision of this Paragraph 11, the Company shall be entitled
to immediate injunctive relief and may obtain a temporary order restraining any
threatened or further breach and may withhold any amounts owed to Executive
pursuant to this Agreement. Nothing in this Paragraph 11 shall be deemed to
limit the Company's remedies at law or in equity for any breach by Executive of
any of the provisions of this Paragraph 11 that may be pursued by the Company.


                  (u)      If Executive shall violate any legally enforceable
provision of this Paragraph 11 as to which there is a specific time period
during which he is prohibited from taking certain actions or from engaging in
certain


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   26

activities, as set forth in such provision, then, in such event, such violation
shall toll the running of such time period from the date of such violation until
such violation shall cease.

                  (v) Executive has carefully considered the nature and extent
of the restrictions upon him and the rights and remedies conferred upon the
Company under this Paragraph 11, and hereby acknowledges and agrees that the
same are reasonable in time and territory, are designed to eliminate competition
that otherwise would be unfair to the Company, do not stifle the inherent skill
and experience of Executive, would not operate as a bar to Executive's sole
means of support, are fully required to protect the legitimate interests of the
Company and do not confer a benefit upon the Company disproportionate to the
detriment to Executive.

         15.      Withholding Taxes. All payments to Executive hereunder shall
be subject to withholding on account of federal, state and local taxes as
required by law.

         16.      No Conflicting Agreements. Executive represents and warrants
that he is not a party to any agreement, contract or understanding, whether an
employment contract or otherwise, that would restrict or prohibit him from
undertaking or performing employment in accordance with the terms and conditions
of this Agreement.


         17.      Severable Provisions. The provisions of this Agreement are
severable and if any one or more of its provisions is determined to be illegal
or otherwise unenforceable, in whole or in part, the remaining provisions and
any partially unenforceable provision to the extent enforceable in any
jurisdiction nevertheless shall be binding and enforceable.

         18.      Binding Agreement. The rights and obligations of the Company
under this Agreement shall inure to the benefit of, and shall be binding on, the
Company and its successors and assigns, and the rights and obligations (other
than obligations to perform services) of Executive under this Agreement shall
inure to the benefit of, and shall be binding upon, Executive and his heirs,
personal and legal representatives, executors, successors and administrators.
The Company will require any successors or assign (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all the
business or assets of the Company by agreement in form and substance
satisfactory to the Executive, expressly, absolutely and unconditionally to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession or
assignment had taken place. Any failure of the Company to obtain such agreement
prior to the effectiveness of any such succession or assignment shall be a
material breach of this Agreement and shall entitle the Executive to terminate
his employment for Good Reason. As used in this Agreement, the "Company" shall
mean the Company as hereinbefore


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defined and any successor or assign to its business or assets as aforesaid which
executes and delivers the agreement provided for herein or which otherwise
becomes bound by all the terms and provisions of this Agreement by operation of
law. If the Executive should die while any amounts are still payable to him, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to the Executive's devisee, legatee, or other
designee of, if there be no such designee, to the Executive's estate.

         19.      Notices. Notices and other communications hereunder shall be
in writing and shall be deemed to have been duly given when sent by certified
mail, postage prepaid, addressed to the intended recipient at the address set
forth at the end of this Agreement, or at such other address as such intended
recipient hereafter may have designated most recently to the other party hereto
with specific reference to this Paragraph 16.

         20.      Consent to Jurisdiction. Executive and the Company each
irrevocably: (i) submits to the exclusive jurisdiction of the Florida courts and
the United States district court(s) in Florida for the purpose of any
proceedings arising out of this Agreement or any transaction contemplated by
this Agreement; (ii) agrees not to commence such proceeding except in these
courts; (iii) agrees that service of any process, summons, notice or document by
U.S. registered mail to a party's address as provided herein shall be effective
service of process for any such proceeding; and (iv) waives any objection to the
laying of venue of any such proceeding in these courts.

         21.      Waiver of Jury Trial. Each party waives, to the fullest extent
permitted by law, any right he or it may have to a trial by jury in respect of
any suit, action or proceeding arising out of this Agreement or any transaction
contemplated by this Agreement. Each party certifies that no representative,
agent or attorney of any other party has represented, expressly or otherwise,
that such other party would not, in the event of litigation, seek to enforce
this waiver; and acknowledges that he or it and the other party have been
induced to enter into this Agreement by, among other things, the mutual waivers
and certifications in this Paragraph 18.

         22.      Waiver. The failure of either party to enforce any provision
of this Agreement shall not in any way be construed as a waiver of any such
provision as to any future violation thereof, or prevent that party thereafter
from enforcing each and every other provision of this Agreement. The rights
granted the parties herein are cumulative and the waiver of any single remedy
shall not constitute a waiver of such party's right to assert all other legal
remedies available to it under the circumstances.

         23.      Miscellaneous. This Agreement supersedes all prior agreements
and understandings between the parties and may not be modified or terminated
orally. All obligations and liabilities of each party hereto in favor of the


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other party hereto relating to matters arising prior to the date hereof have
been fully satisfied, paid and discharge. No modification, termination or
attempted waiver shall be valid unless in writing and signed by the party
against whom the same is sought to be enforced.

         24.      Governing Law. This Agreement shall be governed by and
construed according to the laws of the State of Florida.

         25.      Captions and Paragraph Headings. Captions and paragraph
headings used herein are for convenience and are not a part of this Agreement
and shall not be used in construing it.

         26.      Legal Fees. If any legal action is required to enforce
Executive's rights under this Agreement, Executive shall be entitled to recover
from the Company any expenses for attorneys' fees and disbursements reasonably
incurred by him if he is the prevailing party.

         27.      No Obligation To Mitigate Damages. Executive shall not be
required to mitigate damages or the amount of any payment provided for under
this Agreement by seeking other employment or otherwise, nor shall the amount of
any payment provided for under this Agreement be reduced by any compensation
earned by Executive as the result of employment by another employer after the
termination of his employment, or otherwise.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first set forth above.


                       EXECUTIVE:


                       /s/ W. David Foster
                       -------------------------------------------------------
                       Name: W. David Foster
                       Address:  3045 Braeloch Circle, Clearwater, Florida 33761


                       ABLEST INC.


                       By: /s/ Charles H. Heist
                           -------------------------------------------------
                           Name:    Charles H. Heist
                           Title:   Chairman of the Board



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                             EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT AGREEMENT is entered into as of September 1, 2000,
between Ablest Inc., a Delaware corporation (the "Company"), and Kurt R. Moore
("Executive").

                                 WITNESSETH:

         WHEREAS, the Company and Executive desire to enter into this Agreement
to insure the Company of the services of Executive, to provide for compensation
and other benefits to be paid and provided by the Company to Executive in
connection therewith, and to set forth the rights and duties of the parties in
connection therewith;

         NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereby agree as follows:

         28.      Employment. The Company hereby employs Executive as President,
and Executive hereby accepts such employment, on the terms and conditions set
forth herein. During the term of this Agreement and any renewal hereof (all
references herein to the term of this Agreement shall include references to the
period of renewal hereof, if any), Executive shall be and have the title, duties
and authority of President of the Company and shall devote his entire business
time and all reasonable efforts to his employment and shall perform diligently
such duties as are customarily performed by the President of companies the size
and structure of the Company, together with such other duties as may be
reasonably required from time to time by the Board of Directors of the Company
or Chairman of the Company. Without limiting the generality of any of the
foregoing, except as hereafter expressly agreed in writing by Executive,
Executive shall not be required to report to any officer except the Chairman or
the Chief Executive Officer and shall report to the Board of Directors.

         29.      Term. Subject to the provisions for renewal and termination
hereinafter provided, the term of this Agreement shall begin on the date hereof
and shall continue for the current calendar year and for the succeeding three
calendar years (the "Initial Term"). As of January 1, 2004, and as of January 1
of each succeeding calendar year thereafter, the term hereof automatically shall
be renewed for one year (each such year, a "One-Year Renewal Term"), unless: (i)
this Agreement is terminated as provided in Paragraph 7 hereof, or (ii) either
the Company or Executive shall have given notice of non-renewal of this
Agreement to the other at least six (6) months before January 1, 2004, or six
(6) months before the beginning of any such succeeding one (1) year period, as
the case may be (for example, unless such written notice of non-renewal is given
on or prior to July 1, 2003, the term of this Agreement automatically will be
renewed for one year, effective January 1, 2004, through December 31, 2004) (a
"Non-renewal Notice").


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   30

         30.      Outside Interests. Executive shall not, without the prior
written consent of the Company, directly or indirectly, during the term of this
Agreement, other than in the performance of duties naturally inherent to the
business of the Company and in furtherance thereof, render services of a
business, professional or commercial nature to any other person or firm, whether
for compensation or otherwise; provided, however, that Executive may attend to
outside investments, and serve as a director, trustee or officer of, or
otherwise participate in, educational, welfare, social, religious and civic
organizations so long as such activities do not materially interfere with his
full-time employment hereunder.

         31.      Compensation.

                  (h)      Salary. For all services he may render to the Company
during the term of this Agreement, the Company shall pay to Executive the
following salary in those installments customarily used in payment of salaries
to the Company's senior executives (but in no event less frequently than
monthly):

                           (v)      for the period beginning on the date hereof
and ending December 31, 2000, salary equal to an annual salary of Two Hundred
Thousand Dollars ($200,000), multiplied by the ratio of the number of days in
the period beginning on the date hereof and ending on the last day of 2000 to
366; and

                           (vi)     for the calendar year beginning on January
1, 2001, and for each calendar year thereafter during the term of this
Agreement, salary as determined by the Compensation Committee, which in no event
shall be less than the annual salary that was payable by the Company to
Executive under this Paragraph 4(a) for the immediately preceding calendar year.

                  (i)      Bonus. Executive shall be entitled to participate in
any bonus program implemented by the Compensation Committee of the Board of
Directors for senior executives generally of the Company, with pertinent terms
and goals to be established annually or otherwise by the Compensation Committee
in its sole discretion.

                  (j)      Benefits. Executive shall be entitled, subject to the
terms and conditions of the appropriate plans, to all benefits provided by the
Company to senior executives generally from time to time during the term of this
Agreement.

                  (k)      Business Expenses. Upon delivery of proper
documentation therefor Executive shall be reimbursed for all travel, hotel and
business expenses when incurred on Company business during the term of this
Agreement.

                  (l)      Perquisites. During the term of this Agreement,
Company shall furnish Executive, at the


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   31

Company's cost, with the use of a late model automobile of a make and quality
comparable to the automobile that the Company has furnished to Executive to date
in 2000. Executive shall be entitled to such other perquisites as are provided
by the Company to senior executives generally from time to time during the term
hereof.

         32.      Restricted Stock.

                  (w)      In recognition of the value Executive has created in
the Company and in order to encourage Executive to use his talents to enhance
the operations and profitability of the Company in the future, the Company
hereby grants and issues to Executive 30,000 restricted shares of common stock,
$.05 par value, of the Company (the "Restricted Shares"). On January 1 of each
of calendar years 2001 through 2003 (each such date, a "Maturity Date"),
one-third of the Restricted Shares shall vest and a stock certificate for such
vested shares shall be delivered to Executive. Prior to an applicable Maturity
Date, the Company shall hold all stock certificates for Restricted Shares that
have not vested. So long as this agreement is in effect and Executive is not in
breach hereof, Executive will be entitled to vote all Restricted Shares at
meetings of the shareholders of the Company. No cash dividends or equivalent
amounts shall be paid on the Restricted Shares prior to vesting. On each
Maturity Date, the Company shall pay to Executive an amount in cash or in kind,
as appropriate, that shall be equal to the cash or other dividends, if any, that
would have been paid between the date hereof and the particular Maturity Date
with respect to issued and outstanding common shares equal in number to the
number of Restricted Shares maturing on such Maturity Date. No interest shall be
paid on any dividend equivalent or any part thereof.

                  (x)      If Executive's employment hereunder 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
Executive for Good Reason, all Restricted Shares will vest automatically at the
time of such termination.

                  (y)      On each Maturity Date, or at any time that the
Restricted Shares automatically vest as provided in Section 5(b) hereof, the
Company shall pay to Executive (or his estate, as the case may be) an amount in
cash equal to 66% of the fair market value of the Restricted Shares vested on
such date or at such time, such cash amount to be paid not later than December
15 of the year in which such shares vested.

                  (z)      If Executive's employment hereunder terminates prior
to any vesting date for reasons other than death, Disability, Change in Control
of the Company, termination without Cause by the Company, or termination by
Executive for Good Reason, all unvested Restricted Shares will be forfeited.

         33.      Payment in the Event of Death or Disability.


                                      107
   32

                  (aa)     In the event of Executive's death or Disability
during the term of this Agreement, for a period equal to the lesser of (i)
twelve (12) months following the date of such death or Disability or (ii) the
balance of the term remaining hereunder at such date, the Company shall continue
to pay to Executive (or his estate) Executive's then effective per annum rate of
salary, as determined under Paragraph 4(a), and provide to Executive (or to his
family members covered under his family medical coverage) the same family
medical coverage as provided to Executive on the date of such death or
Disability.

                  (bb)     Except as otherwise provided in Paragraph 6(a), in
the event of Executive's death or Disability Executive's employment hereunder
shall terminate and Executive shall be entitled to no further compensation or
other payments or benefits under this Agreement, except as to the Restricted
Shares as set forth in Paragraph 5 hereof and any unpaid salary, bonus, or other
benefits accrued and earned by him up to and including the date of such death or
Disability.

                  (cc)     For purposes of this Agreement, Executive's
Disability shall be deemed to have occurred after one hundred fifty (150) days
in the aggregate during any consecutive twelve (12) month period, or after
ninety (90) consecutive days, during which one hundred fifty (150) or ninety
(90) days, as the case may be, Executive, by reason of his physical or mental
disability or illness, shall have been unable to discharge his duties hereunder.
The date of Disability shall be such one hundred fiftieth (150th) or ninetieth
(90th) day, as the case may be. If the Company or Executive, after receipt of
notice of Executive's Disability from the other, dispute that Executive's
Disability shall have occurred, Executive shall promptly submit to a physical
examination by the chief of medicine of any major accredited hospital in the
Tampa or Clearwater, Florida, metropolitan area selected by the Company and,
unless such physician shall issue his written statement to the effect that in
his or her opinion, based on his or her diagnosis, Executive is capable of
resuming his employment and devoting his full time and energy to discharging his
duties within thirty (30) days after the date of such statement, such Disability
shall be deemed to have occurred.

                  (dd)     The payments to be made by the Company to Executive
hereunder shall be offset and reduced by the amount of any insurance proceeds
(on a tax-effected basis) paid to Executive (or his estate) from insurance
policies obtained by the Company other than insurance policies provided under
Company-wide employee benefit and welfare plans.

         34.      Termination

                  (ee)     The employment of Executive under this Agreement:


                                      108


   33


                           (xiii)   shall be terminated automatically upon the
death or Disability of Executive;

                           (xiv)    may be terminated for Cause at any time by
the Company, with any such termination not being in limitation of any other
right or remedy the Company may have under this Agreement or otherwise;

                           (xv)     may be terminated at any time by the
Company without Cause with 30 days advance notice to Executive;

                           (xvi)    may be terminated at any time by Executive
with thirty (30) days' advance notice to the Company;

                           (xvii)   may be terminated by Executive for Good
Reason if the Company fails to cure the event constituting Good Reason within
thirty (30) days of written notice of such event from Executive, provided that
Executive has given notice of the event forming the basis of Good Reason within
ninety (90) days after he has knowledge thereof; or

                           (xviii)  shall be terminated automatically at the end
of the term of this Agreement then in effect if either party gives to the other
party a Non-renewal Notice.


                  (ff)     Upon any termination hereunder, Executive shall be
deemed automatically to have resigned from all offices and directorships held by
him in the Company.

                  (gg)     Executive's employment with the Company for all
purposes shall be deemed to have terminated as of the effective date of such
termination hereunder (the "Date of Termination"), irrespective of whether the
Company has a continuing obligation under this Agreement to make payments or
provide benefits to Executive after such date.

                  (hh)     Certain Termination Payments.

                  (ii)     If Executive's employment with the Company is
terminated by the Company without Cause or by Executive for Good Reason, in each
case other than following a Change in Control, the Company shall (i) continue to
pay to Executive the per annum rate of salary then in effect under Paragraph
4(a) and provide him and his family with the benefits described in Paragraph
4(c) then in effect (unless the terms of the applicable plans expressly prohibit
the continuation of such benefits after such termination and cannot be amended,
with applicability of such amendment limited to Executive, to provide for such
continuation, in which case the Company shall procure and pay for substantially
similar substitute benefits except for any pension or 401(k) Plan benefit) for a
period equal to the remainder of the Initial Term or any One-Year Renewal Term,
as the case may be, and (ii) pay Executive on or before the thirtieth day after
the


                                      109

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Date of Termination an amount equal to the product of (i) the target bonus
opportunity for the year in which such termination occurs times (ii) the number
of years for which a bonus opportunity would have been provided to him under
Paragraph 4(b) hereof had he remained employed hereunder for the Term.


                  (jj)     If Executive's employment is terminated by the
Company with Cause or by Executive without Good Reason, Executive shall be
entitled to no further compensation or other payments or benefits under this
Agreement, except as to that portion of any unpaid salary and other benefits
accrued and earned by him under Paragraphs 4(a) and 4(c) hereof up to and
including the Date of Termination.

         35.      Change in Control Termination Payments.

                  (kk)     Executive will be entitled to the compensation set
forth in Paragraph 9(b) hereof (the "CIC Compensation") if his employment is
terminated within two years after a Change in Control (i) by the Company without
Cause, or (ii) by him with Good Reason (in either case, the "CIC Trigger").
Notwithstanding the foregoing, Executive will not be entitled to CIC
Compensation in the event of a termination of his employment on account of: (i)
Death or Disability; (ii) Retirement; or (iii) a Qualified Sale of Business.

                  (ll)     In the event of a CIC Trigger, Executive shall be
entitled to the CIC Compensation provided below:

                           (x)      In lieu of any further salary, bonus or
other payments to Executive for periods subsequent to the Date of Termination,
the Company shall pay to Executive not later than the tenth day following the
Date of Termination a cash amount equal to the sum of: (x) an amount equal to
three times Executive's annual base salary in effect on the date of Termination
(the "Base Salary"); (y) an amount equal to three times the sum of (A) the
target bonus opportunity in the year of such termination and (B) the
contribution, if any, paid by the Company for the benefit of Executive to any
401(k) Plan in the last complete fiscal year of the Company; and (z) the present
value, determined as of the Date of Termination, of the sum of all benefits
which have accrued to Executive but have not vested under any retirement plan of
the Company (the "Retirement Plan") as of the Date of Termination and all
additional benefits which would have accrued to Executive under the Retirement
Plan had he continued to be employed by the Company on the same terms he was
employed on the Date of Termination from the Date of Termination to the date
thirty-six (36) months after the Date of Termination. For purposes hereof, the
present value of a future payment shall be calculated by reference to the
actuarial assumptions (including assumptions with respect to interest rates) in
use immediately prior to the Change in Control for purpose of calculating
actuarial equivalents under the Retirement Plan.


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                           (xi)     Until the earlier of Executive's death or
the end of the twelve (12) month period following the Date of Termination, the
Company shall arrange to provide Executive life, health, disability and accident
insurance benefits and the package of "Executive benefits" substantially similar
to those which Executive was receiving immediately prior to the Date of
Termination, or immediately prior to a Change in Control, if greater, provided
that Executive shall be obliged to continue to pay that proportion of premiums
paid by him immediately prior to the Change in Control.

                           (xii)    The Company shall vest and accelerate the
exercise date of all stock options, if any, granted to Executive (the "Options")
that are unvested or not exercisable on the Date of Termination, to the end that
the Options shall be immediately exercisable for the duration of their
respective original terms.

                           (xiii)   Executive shall have the right within one
year following the later of 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 the date prior to the date of the Change in
Control.

                           (xiv)    As set forth in Paragraph 5(b) hereof, all
Restricted Shares will vest and be delivered to Executive.

                  (mm)     If the CIC Compensation hereunder, either alone or
together with other payments to Executive from the Company, would constitute an
"excess parachute payment" (as defined in Section 280G of the Internal Revenue
Code of 1986, as amended from time to time (the "Code")), such CIC Compensation
shall be reduced to the largest amount that will result in no portion of the
payments hereunder 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.

         36.      Definitions.

                  (c)      "Beneficial Owner" shall have the meaning provided in
Rule 13d-3 promulgated under the Exchange Act.

                  (nn)     "Cause" means:

                           (vii)    Executive's conviction of, or plea of "no
contest" to, a felony;

                           (viii)   Executive's willfully engaging in an act or
series of acts of gross misconduct that result in demonstrable and material
injury to the Company; or


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                           (ix)     Executive's material breach of any provision
of this Agreement, which breach has not been cured in all material respects
within twenty (20) days after the Company gives notice thereof to Executive.

                  (e)      "Change in Control" means any of the following
events:

                           (vii)    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

                           (viii)   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 rules and regulations promulgated
under the Securities Exchange Act of 1934, 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; provided,
however, that a Transaction which would otherwise not result in a Change in
Control because of the resulting ownership of more than 50% of the voting
securities of the surviving company, its parent, or a purchaser of the assets
will, nonetheless, be deemed to be a Change in Control but only in connection
with a termination for Good Reason; or

                           (ix)     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).

                  (oo)     "Good Reason" means any of the following:

                           (xiii)   The reduction of Executive's annual salary
or bonus opportunity below the higher of (A) the amount of annual salary or
bonus opportunity in effect immediately prior to a Change in Control or (B) the
highest amount of annual salary or bonus opportunity in effect at any time
thereafter;


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                           (xiv)    (A) any failure by the Company to continue
in effect or provide plans or arrangements pursuant to which Executive will be
entitled to receive grants relating to the securities of the Company (including,
without limitation, stock options, stock appreciation rights, restricted stock
or other equity based awards) of the same type as Executive was participating in
immediately prior to a Change in Control (hereinafter referred to as "Securities
Plans") or providing substitutes for such Securities Plans which in the
aggregate provide substantially similar economic benefits; or (B) the taking of
any action by the Company which would adversely affect Executive's participation
in, or benefits under, any such Securities Plan or its substitute if in the
aggregate Executive is not provided substantially similar economic benefits;
provided, however, that for these purposes, any determination of whether Good
Reason exists under (A) or (B) of this subsection (ii) because Executive is or
is not provided substantially similar economic benefits in the aggregate will be
made with due consideration given to Executive's base salary, other cash
compensation and any other equity based incentive programs pursuant to which
Executive is also entitled to receive equity based incentive compensation, and
not solely on the basis of whether Executive is or is not entitled or eligible
to receive equity based incentive compensation;

                           (xv)     the assignment to Executive of any duties
inconsistent with, or a diminution of, Executive's duties, title, offices,
responsibilities or status from those of Executive with the Company, or any
removal of Executive from or any failure to reelect or reappoint Executive to
any of such positions, including as a Director, except in connection with the
termination of Executive's employment for Disability, Retirement or Cause or as
a result of Executive's death;

                           (xvi)    in the event of a Transaction that is deemed
to be a Change in Control solely as a result of Paragraph 10(c)(ii) of this
Agreement, removal of Executive from the position he held with the Company prior
to such Transaction (or Executive's not holding the comparable position in the
parent company following such Transaction) or the diminishing of his duties or
responsibilities in a manner that would be Good Reason under Paragraph
10(d)(iii) above;

                           (xvii)   the Company's requiring Executive to be
based at a location more than 50 miles from the location where Executive was
based on the Effective Date or to substantially increase on a regularly
recurring basis his business travel obligations; or

                           (xviii)  the material breach of this Agreement by
the Company when the Company does not have Cause to terminate Executive.


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                  (k)      "Person" shall have the meaning provided in Section
3(a)(9) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and as used in Sections 13(d) and 14(d) thereof, including a "group" (as defined
in Section 13(d) of the Exchange Act).

                  (l)      "Qualified Sale of Business" shall mean the sale of a
business unit in which Executive was employed before such sale so long as
Executive has been offered employment with the purchaser of such business unit
upon substantially the same terms under which he worked for the Company,
including change-in-control compensation.

                  (m)      "Retirement" shall mean voluntary, late, normal or
early retirement under a pension plan sponsored by the Company, as defined in
such plan, or as otherwise defined or determined by the Compensation Committee
of the Board of Directors of the Company with respect to senior executives of
the Company generally.

         37.      Certain Covenants

                  (e)      Noncompete and Nonsolicitation. Executive
acknowledges the Company's reliance on and expectation of Executive's continued
commitment to performance of his duties and responsibilities during the term of
this Agreement. In light of such reliance and expectation, during the term
hereof and for two years after termination of Executive's employment and this
Agreement under Paragraph 7 hereof, other than termination by Executive for Good
Reason or by the Company without Cause, Executive shall not, directly or
indirectly, do or suffer any of the following:

                           (vii)    Own, manage, control or participate in the
ownership, management, or control of, or be employed or engaged by or otherwise
affiliated or associated as a consultant, independent contractor or otherwise
with, any other corporation, partnership, proprietorship, firm, association or
other business entity, or otherwise engage in any business, which is in
competition with the business of the Company as and where conducted by it at the
time of such termination; provided, however, that the ownership of not more than
five percent (5%) of any class of publicly traded securities of any entity shall
not be deemed a violation of this covenant;

                           (viii)   Solicit the employment of, assist in the
soliciting the employment of, or otherwise solicit the association in business
with any person or entity of, any employee, consultant or agent of the Company;
or

                           (ix)     Induce any person who is a customer of the
Company to terminate said relationship.

                  (f)      Nondisclosure; Return of Materials. During the term
of his employment by the Company and following termination of such employment,
Executive will not disclose (except as required by his duties to the Company),
any concept, design, process, technology, trade secret, customer list, plan,
embodiment or invention, any other intellectual property ("Intellectual
Property") or any other confidential information, whether patentable or not, of


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Company of which Executive becomes informed or aware during his employment,
whether or not developed by Executive. In the event of the termination of his
employment with the Company or the expiration of this Agreement, Executive will
return to the Company all documents, data and other materials of whatever
nature, including, without limitation, drawings, specifications, research,
reports, embodiments, software and manuals that pertain to his employment with
the Company or to any Intellectual Property and shall not retain or cause or
allow any third party to retain photocopies or other reproductions of the
foregoing.


                  (pp)     Executive expressly agrees and understands that the
remedy at law for any breach by him of this Paragraph 11 may be inadequate and
that the damages flowing from such breach are not easily measured in monetary
terms. Accordingly, it is acknowledged that, upon adequate proof of Executive's
violation of any provision of this Paragraph 11, the Company shall be entitled
to immediate injunctive relief and may obtain a temporary order restraining any
threatened or further breach and may withhold any amounts owed to Executive
pursuant to this Agreement. Nothing in this Paragraph 11 shall be deemed to
limit the Company's remedies at law or in equity for any breach by Executive of
any of the provisions of this Paragraph 11 that may be pursued by the Company.


                  (qq)     If Executive shall violate any legally enforceable
provision of this Paragraph 11 as to which there is a specific time period
during which he is prohibited from taking certain actions or from engaging in
certain activities, as set forth in such provision, then, in such event, such
violation shall toll the running of such time period from the date of such
violation until such violation shall cease.

                  (rr)     Executive has carefully considered the nature and
extent of the restrictions upon him and the rights and remedies conferred upon
the Company under this Paragraph 11, and hereby acknowledges and agrees that
the same are reasonable in time and territory, are designed to eliminate
competition that otherwise would be unfair to the Company, do not stifle the
inherent skill and experience of Executive, would not operate as a bar to
Executive's sole means of support, are fully required to protect the
legitimate interests of the Company and do not confer a benefit upon the
Company disproportionate to the detriment to Executive.

         38.      Withholding Taxes. All payments to Executive hereunder shall
be subject to withholding on account of federal, state and local taxes as
required by law.

         39.      No Conflicting Agreements. Executive represents and warrants
that he is not a party to any agreement, contract or understanding, whether an
employment contract or otherwise, that would restrict or prohibit him from
undertaking or performing employment in accordance with the terms and conditions
of this Agreement.


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   40


         40.      Severable Provisions. The provisions of this Agreement are
severable and if any one or more of its provisions is determined to be illegal
or otherwise unenforceable, in whole or in part, the remaining provisions and
any partially unenforceable provision to the extent enforceable in any
jurisdiction nevertheless shall be binding and enforceable.

         41.      Binding Agreement. The rights and obligations of the Company
under this Agreement shall inure to the benefit of, and shall be binding on, the
Company and its successors and assigns, and the rights and obligations (other
than obligations to perform services) of Executive under this Agreement shall
inure to the benefit of, and shall be binding upon, Executive and his heirs,
personal and legal representatives, executors, successors and administrators.
The Company will require any successors or assign (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all the
business or assets of the Company by agreement in form and substance
satisfactory to the Executive, expressly, absolutely and unconditionally to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession or
assignment had taken place. Any failure of the Company to obtain such agreement
prior to the effectiveness of any such succession or assignment shall be a
material breach of this Agreement and shall entitle the Executive to terminate
his employment for Good Reason. As used in this Agreement, the "Company" shall
mean the Company as hereinbefore defined and any successor or assign to its
business or assets as aforesaid which executes and delivers the agreement
provided for herein or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law. If the Executive should die
while any amounts are still payable to him, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
the Executive's devisee, legatee, or other designee of, if there be no such
designee, to the Executive's estate.

         42.      Notices. Notices and other communications hereunder shall be
in writing and shall be deemed to have been duly given when sent by certified
mail, postage prepaid, addressed to the intended recipient at the address set
forth at the end of this Agreement, or at such other address as such intended
recipient hereafter may have designated most recently to the other party hereto
with specific reference to this Paragraph 16.

         43.      Consent to Jurisdiction. Executive and the Company each
irrevocably: (i) submits to the exclusive jurisdiction of the Florida courts and
the United States district court(s) in Florida for the purpose of any
proceedings arising out of this Agreement or any transaction contemplated by
this Agreement; (ii) agrees not to commence such proceeding except in these
courts; (iii) agrees that service of any process, summons, notice or document by
U.S.


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   41

registered mail to a party's address as provided herein shall be effective
service of process for any such proceeding; and (iv) waives any objection to the
laying of venue of any such proceeding in these courts.

         44.      Waiver of Jury Trial. Each party waives, to the fullest extent
permitted by law, any right he or it may have to a trial by jury in respect of
any suit, action or proceeding arising out of this Agreement or any transaction
contemplated by this Agreement. Each party certifies that no representative,
agent or attorney of any other party has represented, expressly or otherwise,
that such other party would not, in the event of litigation, seek to enforce
this waiver; and acknowledges that he or it and the other party have been
induced to enter into this Agreement by, among other things, the mutual waivers
and certifications in this Paragraph 18.

         45.      Waiver. The failure of either party to enforce any provision
of this Agreement shall not in any way be construed as a waiver of any such
provision as to any future violation thereof, or prevent that party thereafter
from enforcing each and every other provision of this Agreement. The rights
granted the parties herein are cumulative and the waiver of any single remedy
shall not constitute a waiver of such party's right to assert all other legal
remedies available to it under the circumstances.

         46.      Miscellaneous. This Agreement supersedes all prior agreements
and understandings between the parties and may not be modified or terminated
orally. All obligations and liabilities of each party hereto in favor of the
other party hereto relating to matters arising prior to the date hereof have
been fully satisfied, paid and discharge. No modification, termination or
attempted waiver shall be valid unless in writing and signed by the party
against whom the same is sought to be enforced.

         47.      Governing Law. This Agreement shall be governed by and
construed according to the laws of the State of Florida.

         48.      Captions and Paragraph Headings. Captions and paragraph
headings used herein are for convenience and are not a part of this Agreement
and shall not be used in construing it.

         49.      Legal Fees. If any legal action is required to enforce
Executive's rights under this Agreement, Executive shall be entitled to recover
from the Company any expenses for attorneys' fees and disbursements reasonably
incurred by him if he is the prevailing party.

         50.      No Obligation To Mitigate Damages. Executive shall not be
required to mitigate damages or the amount of any payment provided for under
this Agreement by seeking other employment or otherwise, nor shall the amount of
any payment provided for under this Agreement be reduced by any compensation
earned by Executive as the result of employment by another employer after the
termination of his employment, or otherwise.


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   42

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first set forth above.

                               EXECUTIVE:

                               /s/ Kurt R. Moore
                               -----------------------------------------------
                               Name:    Kurt R. Moore
                               Address: 4815 Cheval Blvd., Lutz, Florida 33549

                               ABLEST INC.


                               By: /s/ W. David Foster
                                  --------------------------------------------
                               Name:  W. David Foster
                               Title: Chief Executive Officer


                                      118

EX-21

   1
                                                                      EXHIBIT 21

                         Subsidiaries of the Registrant


                                      119
   2


Subsidiaries of the registrant.

Th following table sets forth the subsidiaries of the Company on December 31,
2000.



Company                                  State of Incorporation                 DBA's
- -------                                  ----------------------                 -----
                                                                          
Ablest Service Corp.                     Delaware                               Ablest Staffing Services
                                                                                Ablest Technology Services
                                                                                ATS

Milestone Technologies, Inc.             Arizona                                Ablest Technology Services

PLP Corp.                                Alabama


On January 1, 2001 the above listed subsidiaries were combined, through merger,
into Ablest Inc.


                                      120

EX-23

   1


                                                                      EXHIBIT 23

                             Consent of KPMG LLP to
                      incorporation of reports in Form S-8
                         No. 33-48497 and No. 333-26007


                                      121
   2


                          Independent Auditors' Consent


The Board of Directors
Ablest Inc.

We consent to incorporation by reference in the registration statements No.
33-48497 and 333-48918 on Form S-8 of Ablest Inc. of our reports dated February
16, 2001, relating to the consolidated balance sheets of Ablest Inc. and
subsidiaries as of December 31, 2000 and December 26, 1999 and the related
consolidated statements of operations, stockholders' equity and cash flows for
the years ended December 31, 2000, December 26, 1999 and December 27, 1998, and
related schedule, which reports appear in the December 31, 2000 annual report on
Form 10-K of Ablest Inc.


                                             KPMG LLP


Tampa, Florida
March 13, 2001


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