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

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12

Dynamex Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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

-----------------------------------------------------------------------

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

-----------------------------------------------------------------------

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

-----------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

-----------------------------------------------------------------------

(5) Total fee paid:

-----------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

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

(1) Amount Previously Paid:

-----------------------------------------------------------------------

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

-----------------------------------------------------------------------

(3) Filing Party:

-----------------------------------------------------------------------

(4) Date Filed:

-----------------------------------------------------------------------

DYNAMEX INC.
1870 CROWN DRIVE
DALLAS, TEXAS 75234

---------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 15, 2002

---------

To the Shareholders of DYNAMEX INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Dynamex Inc.,
a Delaware corporation, will be held at the DoubleTree Club Hotel, 11611 Luna
Road, Dallas, Texas 75234, on Tuesday, January 15, 2002, at 10:00 A.M. Dallas
time for the following purposes:

1. To elect five (5) directors of the Company;

2. To approve the Company's Amended and Restated 1996 Stock Option
Plan.

3. To ratify the Board of Directors' appointment of BDO Seidman, LLP
as independent auditors of the Company for the year ended July
31, 2002; and

4. To transact such other business as may properly come before the
Annual Meeting and any adjournments thereof.

Only shareholders of record at the close of business on November 21,
2001 are entitled to notice of, and to vote at, the meeting or any adjournment
thereof.

Whether or not you plan to attend the Annual Meeting and regardless of
the number of shares you own, you are requested to sign and return the enclosed
proxy card in the enclosed envelope (which requires no postage if mailed in the
United States).

By Order of the Board of Directors,

/s/ Wayne Kern
------------------------------------
Wayne Kern
Secretary

Dallas, Texas
December 7, 2001

DYNAMEX INC.
1870 CROWN DRIVE
DALLAS, TEXAS 75234

PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 15, 2002

This Proxy Statement is furnished to shareholders of Dynamex Inc., a
Delaware corporation (the "Company"), in connection with the solicitation of
proxies by the Board of Directors of the Company for use at the Annual Meeting
of Shareholders to be held on Tuesday, January 15, 2002, and at any adjournments
or postponements thereof.

The enclosed proxy may be revoked at any time before it is exercised by
filing with the Corporate Secretary an instrument revoking it, by submitting a
subsequently dated proxy, or by appearing at the annual meeting and voting in
person. Unless revoked, a properly signed and dated proxy that is returned will
be voted in accordance with the directions thereon. If no instructions are
specified, the shares will be voted for the election of the nominees for
Director, for the approval of the Company's stock option plan and for the
ratification of BDO Seidman, LLP as independent auditors. If other matters are
properly presented before the Annual Meeting, the persons voting the proxies
will vote them in accordance with their best judgment.

If a shareholder owns shares in "street name" by a broker, the broker,
as the record holder of the shares, is required to vote those shares in
accordance with your instructions. If a shareholder does not give instructions
to the broker, the broker will nevertheless be entitled to vote the shares with
respect to "discretionary" items but will not be permitted to vote the shares
with respect to "non-discretionary" items (in which case, the shares will be
treated as "broker non-votes").

The election as a director of each nominee requires the affirmative
vote of the holders of record of a plurality of the outstanding voting power of
the shares of common stock represented, in person or by proxy, at the Annual
Meeting. Abstentions and "broker non-votes" are counted as present and entitled
to vote for the purposes of determining a quorum but are not counted for
purposes of the election of a director.

The affirmative vote of the holders of a majority of the outstanding
common stock represented at the Annual Meeting is required to approve the
proposal to amend the Stock Plan and to ratify the selection of auditors. An
abstention is counted as a vote against these proposals. A broker "non-vote"
will not count for or against such proposals.

This Proxy Statement with the accompanying Proxy is first being mailed
to shareholders on or about December 15, 2001. The Company's Annual Report,
covering the Company's 2001 fiscal year, is enclosed herewith but does not form
any part of the materials for solicitation of proxies.

ACTIONS TO BE TAKEN AT THE MEETING

At the Annual Meeting, holders of the Company's Common Stock (the
"Common Stock") will consider and vote (1) to elect as directors of the Company
Messrs. Richard K. McClelland, Kenneth H. Bishop, Brian J. Hughes, Wayne Kern
and Stephen P. Smiley, (2) to approve the Company's Amended and Restated 1996
Stock Option Plan, (3) to ratify the Board of Directors' appointment of BDO
Seidman, LLP as independent auditors of the Company for the year ended July 31,
2002, and (4) to transact such other business as may properly come before the
Annual Meeting.

Only shareholders of record at the close of business on November 21,
2001 (the "Record Date") are entitled to notice of, and to vote at, the Annual
Meeting. As of the close of business on the Record Date, the Company had issued
and outstanding, and entitled to vote at the Annual Meeting, 10,206,817 shares
of Common Stock. Holders of record of Common Stock are entitled to one vote per
share on the matters to be considered at the Annual Meeting.

The presence, either in person or by properly executed proxy, of the
holders of record of a majority of the voting power entitled to vote at the
Annual Meeting is necessary to constitute a quorum at the Annual Meeting. The
election as a director of each nominee set forth above requires the affirmative
vote of the holders of record of a plurality of the shares of Common Stock
present in person or by proxy and entitled to vote on the election of directors
at the meeting.

Where shareholders have appropriately specified how their proxies are
to be voted, they will be voted accordingly. An automated system administered by
the Company's transfer agent tabulates the votes. Abstentions and broker
non-votes will be counted toward determining whether a quorum is present at the
Annual Meeting. Votes submitted as abstentions on matters to be voted on at the
Annual Meeting will be counted as votes against such matters. Broker non-votes
will not count for or against the matters to be voted on at the Annual Meeting.

The accompanying proxy, unless the shareholder otherwise specifies in
the proxy, will be voted (1) for the election as director of the Company the
five nominees listed above, (2) for approval of the Company's Amended and
Restated 1996 Stock Option Plan, (3) to ratify the Board of Directors'
appointment of BDO Seidman, LLP as independent auditors of the Company for the
year ended July 31, 2002, and (4) at the discretion of the proxy holders on any
other matter that may properly come before the meeting or any adjournment
thereof. Where shareholders have appropriately specified how their proxies are
to be voted, they will be voted accordingly. If any other matter or business is
brought before the meeting, the proxy holders may vote the proxies at their
discretion. The directors do not know of any such other matter or business.
Should any director nominee become unable or unwilling to accept nomination or
election, the proxy holders may vote the proxies for the election in his stead
of any other person the Board of Directors may recommend. Each nominee has
expressed his intention to serve the entire term for which election is sought.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

DIRECTORS AND EXECUTIVE OFFICERS

A brief description of each director and executive officer of the
Company is provided below. All current directors of the Company are nominees for
director at the Annual Meeting. Directors hold office until the next annual
meeting of the shareholders or until their successors are elected and qualified.
All officers serve at the discretion of the Board of Directors.

DIRECTORS

Richard K. McClelland, 50, became the President, Chief Executive Officer and
a director of the Company in May 1995 upon the closing of the Company's
acquisition of Dynamex Express (the ground courier division of Air Canada),
where he also served as President since 1988. He was elected as Chairman of the
Board of the Company in February 1996. Prior to joining Dynamex Express in 1986,
Mr. McClelland held a number of advisory and management positions with the
Irving Group, Purolator Courier Ltd. and Sunbury Transport Ltd., where he was
engaged in the domestic and international same-day air, overnight air, and
trucking businesses.

Kenneth H. Bishop, 64, has served as a director of the Company since August
1996. From 1974 to August 1996, Mr. Bishop was President and General Manager of
Zipper Transportation Services, Ltd. and a related company (together "Zipper")
which operated a same-day delivery business in Winnipeg, Manitoba. The Company
acquired Zipper in August 1996.

Brian J. Hughes, 40, has served as a director of the Company since May 1995.
Mr. Hughes has served as the Vice President -- Investments of Guidant Mutual
Insurance Company since September 1992. From 1986 to 1992, Mr. Hughes served as
Assistant Vice President -- Investments at Boatmen's National Bank.

Wayne Kern, 69, has served as a director of the Company since February 1996.
Mr. Kern served as Senior Vice President and Secretary of Heritage Media
Corporation from 1987 through August 1997. From 1991 to 1995, Mr. Kern also
served as Executive Vice President of Crown Media, Inc. From 1979 to 1991, Mr.
Kern served as the Executive or Senior Vice President, General Counsel and
Secretary of Heritage Communications, Inc.

Stephen P. Smiley, 52, has served as a director of the Company since 1993
and was a Vice President of the Company from December 1995 through February
1996. Mr. Smiley was President of Hoak Capital Corporation from 1991 through
February 1996. Mr. Smiley joined Hunt Financial Corporation (a private
investment company) as Executive Vice President in February 1996, and was
appointed President in January 1997.

OFFICERS

Ray E. Schmitz, 55, joined the Company and was elected Vice President -
Controller in January 1999. Prior to joining the Company, Mr. Schmitz was Vice
President - Controller of EEX Corporation from 1997 to 1999. Previous to that,
he was Assistant Controller of ENSERCH Corporation and Controller of Enserch
Exploration, Inc., a subsidiary of ENSERCH Corporation and predecessor to EEX
Corporation, from 1984 to 1996.

Mr. James H. Wicker III, 31, was elected Vice President - Information
Systems in January 1999. Mr. Wicker joined the Company as Director, Information
Technology in April 1998. Prior to joining the Company, Mr. Wicker held the
position of Director of Information Services at Heritage Media Corporation from
March 1997 to April 1998. Previous to that, he was Director of Information
Services of Denton County from February 1988 to March 1997.

OPERATIONS AND COMPENSATION OF THE BOARD OF DIRECTORS

There were eight (8) meetings of the Board of Directors during fiscal
year 2001. No director attended fewer than 75% of the meetings of the Board (and
any committees thereof) that he was required to attend.

Directors who are employees of the Company do not receive additional
compensation for serving as directors. Each director who is not an employee of
the Company will receive an annual fee of $7,500 as compensation for his or her
services as a member of the Board of Directors. Non-employee directors will
receive an additional fee of $600 for each meeting of the Board of Directors
attended in person by such director and $300 for each telephonic meeting in
which such director participates. Non-employee directors who serve on a
committee of the Board of Directors will receive $600 for each committee meeting
attended in person and $300 for each telephonic committee meeting in which such
director participates. On the date upon which a non-employee director is first
elected or appointed a member of the Board, he shall receive a grant of a
non-qualified stock option to purchase 2,500 shares of common stock.
Non-employee directors subsequently re-elected at any annual meeting of
shareholders shall receive as of the date of such annual meeting, the grant of a
non-qualified stock option to purchase 2,500 shares of common stock. On August
26, 1999 each non-employee director was granted options to purchase 2,000 shares
of common stock. On July 17, 2000, each non-employee director was granted
options to purchase 5,000 shares of common stock. Options granted to
non-employee directors are immediately exercisable. All directors of the Company
are reimbursed for out-of-pocket expenses incurred in attending meetings of the
Board of Directors or committees thereof, and for other expenses incurred in
their capacities as directors of the Company.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has established three committees: a
Compensation Committee, an Audit Committee and an Executive Committee. Each of
these committees has two or more members who serve at the discretion of the
Board of Directors.

The Audit Committee is responsible for reviewing the Company's
financial statements, audit reports, internal financial controls and the
services performed by the Company's independent public accountants, and for
making recommendations with respect to those matters to the Board of Directors.
During fiscal year 2001, the Audit Committee consisted of all four outside
directors, Messrs. Bishop, Hughes, Kern and Smiley. The Audit Committee met four
times during fiscal year 2001. The Audit Committee operates pursuant to a
charter adopted by the Board of Directors, which charter is attached hereto as
Appendix A. See "Report of the Audit Committee" included elsewhere in this
prospectus.

The Compensation Committee is responsible for reviewing and making
recommendations to the Board of Directors with respect to compensation of
executive officers, other compensation matters and awards under the Company's
stock option plan. During fiscal year 2001, the Compensation Committee consisted
of three members, Messrs. Bishop, Hughes and Smiley (none of whom is an officer
or

employee of the Company). The Compensation Committee met three times during
fiscal year 2001. See "Report of the Compensation Committee" included elsewhere
in this prospectus.

The Executive Committee exercises all of the powers and authority of
the Board of Directors in the management of the business and affairs of the
Company, except as otherwise reserved in the Company Bylaws or designated by
resolution of the Board of Directors for action by the full board or another
committee thereof. The Executive Committee was designated in fiscal year 1997
and consists of two members, Messrs. McClelland and Smiley. There were no
meetings held by the Executive Committee during fiscal year 2001.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No executive officer of the Company serves as a member of the board of
directors or compensation committee of any entity that has one or more executive
officers serving as a member of the Company's Board of Directors or Compensation
Committee.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee has reviewed and discussed with management the
audited financial statements of the Company for the fiscal year ended July 31,
2001, which management has represented to the Audit Committee, have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The Committee discussed with representatives of BDO
Seidman, LLP, the Company's independent auditors, the matters required to be
discussed by Statement on Auditing Standards Number 61. In addition, the Audit
Committee received from BDO Seidman, LLP written disclosures required by the
Independence Standards Board Standard Number 1 (Independent Discussions with
Audit Committee), and has discussed with that firm the independent auditor's
independence, and has considered whether the provision of non-audit services is
compatible with maintaining such firm's independence.

Management has responsibility for establishing and maintaining the
Company's internal control system and its financial reporting process, and BDO
Seidman, LLP has responsibility for auditing the Company's consolidated
financial statements in accordance with auditing standards generally accepted in
the United States of America and issuing an audit report thereon. The Audit
Committee monitors and oversees these processes.

Based upon the foregoing disclosures, representations, reports and
discussions, the Audit Committee recommended to the Board of Directors that the
audited financial statements for the Company's 2001 fiscal year be included in
the Company's Annual Report on Form 10-K for the year ended July 31, 2001.

Audit Committee
Wayne Kern, Chairperson
Kenneth H. Bishop
Brian J. Hughes
Steven P. Smiley

REPORT OF THE COMPENSATION COMMITTEE

The Company's Compensation Committee (the "Committee") is empowered to
review and recommend to the full Board of Directors the annual compensation and
compensation procedures for all executive officers of the Company. The Committee
(comprised solely of non-employee directors) also administers the Option Plan.

As a matter of policy, the Compensation Committee believes that the
annual compensation of the executive officers should consist of both a base
salary component and bonus component. The base salary component should be based
on generally subjective factors and include the contribution the executive
officer made and is anticipated to make to the success of the Company, the level
of experience and responsibility of the executive officer, the competitive
position of the Company's executive compensation and the Company's historical
levels of compensation for executive officers. The Compensation Committee does
not expect to assign quantitative relative weights, however, to any of these
factors. The bonus component of the annual compensation of the executive
officers should provide executive officers with the opportunity to earn a
significant portion of their base salary in the form of incentive compensation,
which therefore puts a significant portion of their total compensation "at
risk." This incentive compensation is contingent upon the achievement of certain
agreed upon individual goals for each executive officer and the achievement of
certain corporate objectives such as continued growth in the Company's earnings
and revenues.

The Company does not provide for any long-term compensation for
executive officers other than through the granting of stock options. The
Committee believes that the grant of stock options enables the Company to more
closely align the economic interest of the executive officers to those of the
shareholders. Option grants are made at the discretion of the Compensation
Committee. The number of stock options granted to each executive employee is
based primarily on their relative positions and responsibilities within the
Company.

Pursuant to his employment contract with the Company, Richard K.
McClelland, the Company's chief executive officer, may not be awarded an annual
bonus in an amount greater than 60% of his base salary for the fiscal year then
ended, exclusive of special bonus payments to Mr. McClelland in 2000 and 1999 of
$88,927 and $113,877, respectively for the exercise on May 15, 1998 of certain
options to purchase 48,000 shares of common stock. For fiscal year 2001, Mr.
McClelland was awarded a bonus of $137,500, which amount represented 50% of his
base compensation and, when aggregated with his salary, represented a 6.7%
increase over his aggregate fiscal 2000 salary and bonus. The bonus was based on
several factors, including fiscal 2001 growth in the Company's EBITDA and
earnings and achieving specified goals.

Dated November 1, 2001

Compensation Committee

Stephen P. Smiley (chairman)
Brian J. Hughes

EXECUTIVE COMPENSATION

The following summary compensation table sets forth the total annual
compensation paid or accrued by the Company to or for the account of the Chief
Executive Officer and the other executive officers of the Company whose total
salary and bonus for the fiscal year ended July 31, 2001 exceeded $100,000:

SUMMARY COMPENSATION TABLE

Long-term
Compensation
Awards
-------------
Annual Compensation Securities
-------------------------------------- Underlying
Name and Principal Position Year Salary ($) Bonus ($) Options
- --------------------------- ---- ---------- --------- -------

Richard K. McClelland 2001 280,961 137,500 --
President and Chief Executive Officer 2000 267,308 213,927(1) 22,000
1999 240,204 113,877(1) 50,000

Jeffrey N. MacDowell (2) 2001 134,769 -- --
Vice President - Finance and 2000 145,000 50,750 18,000
Corporate Development 1999 117,084 40,979 40,000

Ray E. Schmitz (3) 2001 169,423 42,356 --
Vice President - Controller and 2000 144,500 60,540 18,000
Chief Accounting Officer 1999 66,000 16,500 25,000

James H. Wicker III (4) 2001 160,000 39,615 --
Vice President - Information Services 2000 140,000 49,000 18,000
1999 107,500 26,875 32,000
</Table>

- ----------

(1) Includes $88,927 and $113,877 for the fiscal years ended July 31, 2000 and
1999, respectively, for the exercise on May 15, 1998 of certain options to
purchase 48,000 shares of common stock.

(2) Jeffrey N. MacDowell was initially elected an officer of the Company in
January 1999. Mr. MacDowell resigned on March 15, 2001.

(3) Ray E. Schmitz was initially elected an officer of the Company in January
1999.

(4) James H. Wicker, III was initially elected an officer of the Company in
January 1999.

EMPLOYMENT AND CONSULTING AGREEMENTS

The Company has entered into an employment agreement with Mr.
McClelland which provides for the payment of a base salary in the annual amount
of $275,000, participation in an executive bonus plan, an auto allowance of Cdn
$1,000 per month and participation in other employee benefit plans. Unless
terminated earlier, the employment agreement shall continue until November 30,
2003, upon which date such agreement will be automatically extended for
successive one-year renewal terms unless notice is given upon the terms provided
in such agreement. Additionally, upon a sale or transfer of substantially all of
the assets of the Company or certain other events that constitute a change of
control of the Company, including the acquisition by a shareholder, other than
certain named shareholders, of securities representing 15% of the votes that may
be cast for director elections, the Company shall continue to pay Mr. McClelland
the compensation set forth in such agreement for the greater of two years from
the date of such change of control or the remainder of the agreement term.
During the term of the

employment agreement and pursuant to such agreement, Mr. McClelland shall be a
member of the Board of Directors of the Company.

Messrs. McClelland, Schmitz and Wicker have executed retention
agreements with the Company that provide certain benefits in the event their
employment is terminated subsequent to a change in control of the Company, as
defined in the retention agreements. The retention agreements provide that if
the officer is terminated, or if the officer elects to terminate employment
under certain circumstances, the officer shall be entitled to a lump-sum payment
of two times the sum of the officer's base salary and target bonus, an 18 month
continuation of employee benefits, and reimbursement of certain legal fees,
expenses, and any excise taxes. In the event the same type of benefits or
payments are payable under both the employment contract and the retention
agreement, Mr. McClelland will receive the higher benefit or payment, but not
duplicate benefits or payments.

1996 STOCK OPTION PLAN

The following table sets forth information regarding the grant of stock
options under the Company's Amended and Restated 1996 Stock Option Plan ("Option
Plan") during fiscal 2001 to the named executive officers:

OPTION GRANTS IN FISCAL YEAR 2001

OPTION/SAR GRANTS IN LAST FISCAL YEAR

Individual Grants
----------------------
Potential
% of Total
Number of Options/ Realized Value at Assumed
Securities SARs Annual Rates of Stock
Underlying Granted to Exercise Price Appreciation for
Options/ Employees Or Base Option Term (1)
SARs in Fiscal Price Expiration -------------------------
Granted(#) Year ($/Share) Date 5%($) 10%($)
---------- ---- --------- -------- ------- ---------

Richard K. McClelland -- n/a n/a n/a n/a n/a
Jeffrey N. MacDowell -- n/a n/a n/a n/a n/a
Ray E. Schmitz -- n/a n/a n/a n/a n/a
James H. Wicker III -- n/a n/a n/a n/a n/a
</Table>

- ----------

(1) The 5% and 10% assumed annual rates of appreciation are mandated by the
rules of the Securities and Exchange Commission and do not reflect the
Company's estimates or projections of future prices of the shares of
the Company's common stock. There can be no assurance that the amounts
reflected in this table will be achieved.

In fiscal year 2001, none of the executive officers named in the
Summary Compensation Table exercised any of the options granted to him under the
Option Plan. The following table sets forth information with respect to the
unexercised options to purchase shares of the Company's Common Stock granted
under the Option Plan to the executive officers named in the Summary
Compensation Table and held by them at July 31, 2001.

FISCAL YEAR-END OPTION VALUES

OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

<Table>
<Caption>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Shares Options at Options at
Acquired FY-End FY-End
on Value Exercisable/ Exercisable/
Exercise Realized Unexercisable Unexercisable (1)
-------------- --------------- -------------------- ---------------------

Richard K. McClelland -- -- 197,600/99,400 $2,385/$11,924
Jeffrey N. MacDowell -- -- -- --/--
Ray E. Schmitz -- -- 13,600/29,400 $1,951/$ 9,756
James H. Wicker III -- -- 16,400/33,600 $1,951/$ 9,756
</Table>

- ----------

(1) Based on the closing price of the Company's Common Stock on July 31, 2001
which price was $1.98 per share.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the securities laws of the United States, the Company's directors
and executive officers, and persons who own more than 10% of the Company's
common stock, are required to report their initial ownership of the Company's
common stock and any subsequent changes in that ownership to the Securities and
Exchange Commission ("SEC"). Such persons are required by SEC regulation to
furnish the Company with copies of all such reports.

To the Company's knowledge, based solely on its review of the copies of
such reports and amendments thereto furnished to the Company, the Company
believes that during the Company's fiscal year ended July 31, 2001, all Section
16(a) filing requirements applicable to the Company's officers, directors, and
ten percent shareholders were met.

STOCK PRICE PERFORMANCE

Set forth below is a line graph indicating the stock price performance
of the Company's common stock for the period beginning August 13, 1996 (the date
of the Company's initial public offering) and ending July 31, 2001 as contrasted
with the AMEX Market Index and the Russell 2000 Stock Index**. The graph assumes
that $100 was invested at the beginning of the period and has been adjusted for
any stock dividends distributed after August 13, 1996. No cash or stock
dividends have been paid during this period.

COMPARATIVE CUMULATIVE TOTAL RETURN
AMONG DYNAMEX INC.,
NASDAQ COMPOSITE INDEX
AND RUSSELL 2000 INDEX

[GRAPH]

<Table>
<Caption>
08/13/96 7/31/97 07/31/98 7/31/99 7/31/00 7/31/01
-------- ------- -------- ------- ------- -------

DYNAMEX, INC. 100.00 85.29 135.29 38.24 16.18 23.29
RUSSELL 2000 INDEX 100.00 133.37 136.45 145.05 162.90 157.78
AMEX MARKET INDEX 100.00 118.84 129.72 133.39 152.80 145.64
</Table>

ASSUMES $100 INVESTED ON AUGUST 31, 1996
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING JULY 31, 2001

- ----------

** The Russell 2000 Stock Index represents companies with a market
capitalization similar to that of the Company. The Company does not believe
it can reasonably identify a peer group because it believes that there is
only one public company engaged in lines of business directly comparative
to those of the Company.

BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock as of July 31, 2001 for (i) each person
known by the Company to own beneficially more than 5% of the common stock, (ii)
each director, (iii) each Named Executive and (iv) all directors and executive
officers of the Company as a group. Except pursuant to applicable community
property laws and except as otherwise indicated, each shareholder identified in
the table possesses sole voting and investment power with respect to its or his
shares.

<Table>
<Caption>
SHARES BENEFICIALLY
OWNED
------------------------------
NAME OF BENEFICIAL OWNER NUMBER(1) PERCENT
------------------------ --------- -------

Richard K. McClelland............................................. 227,400 *
Kenneth H. Bishop................................................. 15,422 *
Brian J. Hughes(2)................................................ - *
Wayne Kern........................................................ 18,460 *
Ray E. Schmitz.................................................... 19,600 *
Stephen P. Smiley................................................. 14,160 *
James H. Wicker III............................................... 16,400 *

All directors and executive officers as a group................... 301,642 1.31%
Other 5% shareholders:
James M. Hoak, Jr. (3) 1,406,765 13.90%
Nathan H. Dardick ................................................ 749,400 7.30%
2331 Orrington Avenue
Evanston, IL 60201
Steel Partners II, L.P. (4)....................................... 739,700 7.20%
150 East 52nd Street, 21st Floor
New York, NY 10022
Talon Asset Management, Inc. (5).................................. 534,960 5.30%
One North Franklin, Suite 450
Chicago, IL 60606
</Table>

- ----------

* Indicates less than 1%.

(1) Includes shares issuable upon the exercise of stock options outstanding and
fully vested as of July 31, 2001.

(2) Excludes 254,000 shares beneficially owned by Guide One Insurance Company,
which employs Mr. Hughes as Vice President -- Investments. Mr. Hughes
disclaims beneficial ownership of such shares.

(3) Mr. Hoak's address is One Galleria Tower, Suite 1050, 13355 Noel Road,
Dallas, Texas 75240. Excludes an aggregate of 38,661 shares owned by Mr.
Hoak's wife and children, to which shares Mr. Hoak disclaims beneficial
ownership. 215,334 of the shares beneficially owned by Mr. Hoak are owned
directly by CCP Investment Corporation, a Texas corporation, of which Mr.
Hoak is the sole owner and director.

(4) Based on information as of January 26, 2001 and an Amendment No. 1 on
October 5, 2001, as reported on Schedule 13D by Steel Partners II, L.P., a
Delaware limited partnership and Warren G. Lichtenstein. Steel Partners,
L.L.C., a Delaware limited liability company is the general partner of
Steel Partners II. The sole executive officer and managing member of Steel
Partners LLC is Warren Lichtenstein who is Chairman of the Board, Chief
Executive Officer and Secretary.

(5) Talon Asset Management, Inc. is an investment adviser as specified on
Schedule 13G filing dated March 10, 1999, and reported shares are owned
beneficially by registered investment companies for which Talon Asset
Management Inc. serves as investment adviser.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF ALL OF
THE NOMINEES TO THE BOARD OF DIRECTORS.

PROPOSAL NO. 2

APPROVAL OF AMENDED STOCK OPTION PLAN.

At the Annual Meeting, shareholders will be asked to approve the amendment to
the Amended and Restated 1996 Stock Option Plan (the "Plan") to include
increasing the number of options for disbursement under the Plan from 1,000,000
to 1,100,000 and to increase the initial and annual option grants to
non-employee directors from 2,000 to 2,500.

In October 1997, the Board of Directors adopted, and the shareholders
subsequently approved, the Company's Amended and Restated 1996 Stock Option Plan
(the "Option Plan") increasing to 1,000,000 (approximately 10% of total shares
outstanding) the number of shares of the Company's Common Stock reserved for
issuance under the Option Plan, 10% of which was reserved for the Board of
Directors.

At July 31, 2001, options (net of cancelled or expired options) covering an
aggregate of 813,164 shares had been granted under the Option Plan and 186,836
shares (plus any shares that might in the future be returned to the Option Plan
as a result of cancellations or expiration of options) remained available for
future grant under the Option Plan. Of the total available for future grants,
67,000 options were reserved for the Board of Directors and 119,836 options are
available for employees.

On November 21, 2001, in anticipation of the issuance of an additional 1,000,000
common shares, the Board approved an amendment to the Option Plan, subject to
shareholder approval, to increase the number of shares authorized for issuance
under the Option Plan by 100,000 shares to 1,100,000 shares. This amendment is
intended to afford the Company greater flexibility in granting employees stock
options and ensures that the Company can continue to grant such stock options at
levels determined appropriate by the Board. During the last fiscal year, options
to purchase 18,000 shares were granted to employees who were not executive
officers. No options were granted under the Option Plan to current executive
officers or directors who are not executive officers.

The Plan and the terms to be amended are summarized below. A copy of the Plan is
hereby incorporated by reference as Exhibit 10.2 to the Company's 1997 Annual
Report on Form 10-K. This Summary is not intended to be a complete description
of the Plan, and is qualified in its entirety by the actual text of the Plan to
which reference is made.

Plan Summary

General. The purpose of the Plan is to attract and retain the best
available employees and directors of the Company and its subsidiaries, to
provide additional incentive to such persons and to promote the success of the
business of the Company. Under the Plan, any employee, including an employee who
is a director, is eligible to receive incentive stock options ("ISOs") (as
defined in Section 422 (formerly Section 422A) of the Internal Revenue Code of
1986, as amended (the "Code")), nonqualified stock options (which do not meet
the requirements of Section 422) and restricted stock grants (which restrictions
may include, without limitation, restrictions on the right to vote or receive
dividends with respect to such shares). Non-employee directors are only eligible
to receive nonqualified stock options pursuant to a specified formula described
below. There are approximately 1,100 persons eligible to participate in the
Plan.

The Committee administers and interprets the Plan and is authorized to
grant options and restricted stock to all directors and eligible employees,
including officers. The maximum number of shares of Common Stock approved for
issuance under the Plan is 1,100,000, of which no more than 110,000 shares may
be delivered pursuant to restricted stock grants and the exercise of options
awarded to non-employee directors. Options to purchase more than an aggregate of
500,000 shares may not be granted to any one participant. Restricted stock
grants covering more than an aggregate of 110,000 shares may not be granted to
any one participant. The Committee designates the optionees or stock recipients,
the number of shares subject to such award and the terms and conditions of each
award. The purchase price under each option will be 100% of the fair market
value of the Common Stock of the Company on the date of award. No option shall
be exercisable more than ten years after the date the option is awarded. An ISO
may not be granted under the Plan to an employee who owns more than 10% of the
outstanding

Common Stock unless the purchase price is 110% of the fair market value of the
Common Stock at the date of award and the option is not exercisable more than
five years after it is awarded.

The Committee may provide that the purchase price for shares subject to
an option be paid in full by cash, check, or share exchange, may arrange for
cashless exercise procedures, or may arrange financing for such purchase
(subject to applicable laws and regulations). The Committee may determine the
effect on (which effect may include termination of) an option or restricted
stock grant (other than an option or restricted stock grant granted to
non-employee directors) upon the disability, death, retirement or other
termination of employment of a Plan participant and shall determine the extent
to which the period during which the participant's legal representative, or
beneficiary may exercise rights under such award. Shares of restricted stock,
prior to the lapse of all restrictions thereon, and options, may not be
transferred other than by will or the laws of descent and distribution. No
option shall be exercisable during the lifetime of an optionee by any person
other than the optionee or his guardian or legal representative. Unless sooner
terminated, the Plan will terminate on June 5, 2006, and no awards may
thereafter be granted under the Plan.

Non-Employee Directors. Non-employee directors are granted a
nonqualified option to purchase 2,500 shares on the date of their initial
election or appointment to the Board. Non-employee directors subsequently
reelected at any Annual Meeting of shareholders receive as of the date of such
meeting (commencing with the 1998 Annual Meeting) a nonqualified option to
purchase 2,500 shares. Options granted to each non-employee director are
immediately exercisable. If a non-employee director ceases to be a director of
the Company, such director's options shall be exercisable by him only during the
six months following the date he ceases to be a director (or if he dies while a
director, by his or his estate's legal representative within 6 months of the
date of death) except that, a non-employee director's options shall terminate
immediately on the date such person is removed "for cause", which is defined as
fraud, intentional misrepresentation, embezzlement, misappropriation or
conversion of assets or opportunities of the Company.

Acceleration of Exercisability for Executive Officers and Directors. An
option or restricted stock grant awarded to an executive officer or director,
unless such award provides otherwise, will become immediately exercisable, and
all restrictions on any shares of restricted stock subject to a restricted stock
grant will immediately lapse, upon the occurrence of any of the following: (a)
the sale, transfer or other conveyance of all or substantially all of the assets
of the Company, (b) the acquisition of beneficial ownership of securities
representing 15% or more of the voting power of the Company by any person or
entity other than the Company and certain named shareholders, (c) the
commencement of a tender offer or (d) the failure at any shareholders meeting
following an election contest of any person nominated by the Company in the
mailed proxy materials to win election to the Board.

Amendment of Plan. The Board may amend or terminate the Plan without
the approval of the shareholders, unless shareholder approval is necessary to
comply with any applicable tax or regulatory requirements and provided that, the
section of the Plan addressing awards to non-employee directors, and the section
concerning acceleration of exercisability under certain changes of control, to
the extent such section relates to awards to non-employee directors, may not be
amended more than once every six months other than to comport with changes in
the tax or regulatory requirements. If any amendment or termination materially
and adversely affects the rights of any award holder then outstanding, such
amendment or termination shall not be deemed to alter such rights unless the
holder shall consent thereto.

Tax Status of Options and Restricted Stock Grants

The following discussion is based on relevant provisions of the Code,
the Treasury Regulations promulgated thereunder, published revenue rulings and
judicial decisions in effect at the date hereof. There can be no assurance that
future changes in applicable law or administrative and judicial interpretations
thereof will not adversely affect the tax consequences discussed herein or that
there will not be differences of opinion as to the interpretation of applicable
law.

Incentive Stock Options. All stock options that qualify under the rules
of Section 422 of the Code will be entitled to ISO treatment. Among other
requirements, to receive ISO treatment, an optionee is not permitted to dispose
of the acquired stock (i) within two years after the option is granted or (ii)
within one year after exercise. In addition, the individual must have been an
employee of the Company for the entire time from the date of granting of the
option until three months (one year if the employee is disabled) before the date
of the exercise. The requirement that the individual be an employee and the
two-year and one-year holding periods are waived in the case of death of the
employee. If all such requirements are met, no tax will be imposed upon exercise
of the option, and any gain upon sale of the stock will be entitled to capital
gain treatment (assuming the stock constitutes a capital asset in the hands of
the optionee). The applicable capital gain rate depends on how long the ISO
shares are held after exercise. If ISO shares are sold one year or later after
exercise (and two years after grant) the gain will be taxed at the maximum rate
of 20%. The employee's gain on exercise (the excess of fair market value at the
time of exercise over the exercise price) of an ISO is a tax preference item
and, accordingly, is included in the computation of alternative minimum taxable
income.

If an employee does not meet the two-year and one-year holding
requirement (a "disqualifying disposition"), but does meet all other
requirements, tax will be imposed at the time of sale of the stock, but the
employee's gain realized on exercise will be treated as ordinary income rather
than capital gain and the Company will get a corresponding deduction at the time
of sale. Any additional gain on sale will be short-term or long-term capital
gain, depending on the holding period of the stock (assuming the stock
constitutes a capital asset in the hands of the optionee). If the amount
realized on the disqualifying disposition is less than the value at the date of
exercise, the amount includible in gross income, and the amount deductible by
the Company, will equal the excess of the amount realized on the sale or
exchange over the exercise price.

An optionee's stock option agreement may permit payment for stock upon
the exercise of an ISO to be made with other shares of the Company's Common
Stock. In such a case, in general, if an employee uses stock acquired pursuant
to the exercise of an ISO to acquire other stock in connection with the exercise
of an ISO, it may result in ordinary income if the stock so used has not met the
minimum statutory holding period necessary for favorable tax treatment as an
ISO.

Nonqualified Stock Options. In general, no taxable income will be
recognized by the optionee, and no deduction will be allowed to the Company,
upon the grant of an option. Upon exercise of a nonqualified option an optionee
will recognize ordinary income (and the Company will be entitled to a
corresponding tax deduction if applicable withholding requirements are
satisfied) in an amount equal to the amount by which the fair market value of
the shares on the exercise date exceeds the option price. Any gain or loss
realized by an optionee on disposition of such shares generally is a capital
gain or loss and does not result in any further tax deduction to the Company.

Restricted Stock Grants. The award of restricted stock under the Plan
will result in the award recipient's recognition of ordinary income in the
amount of the fair market value of such stock on the date of the award and the
Company will be entitled to a corresponding deduction. This is so unless the
stock is issued subject to a substantial risk of forfeiture, in which case the
recognition of income may be deferred until the restrictions have lapsed. Gain
or loss recognized on a subsequent sale or exchange of the stock received will
be capital gain or loss (assuming the stock constitutes a capital asset in the
hands of the optionee), which will be long-term or short-term depending on how
long the shares have been held at the time of the sale or exchange.

Other Tax Matters. If an optionee's option becomes immediately
exercisable because of a change in (i) the ownership or effective control of the
Company or (ii) the ownership of a substantial portion of the assets of the
Company (a "Change in Control") and the participant is an officer, shareholder
or highly-compensated employee of the Company, such acceleration could be
subject to the "golden parachute" provisions of Sections 280G and 4999 of the
Code. See discussion of accelerated vesting events under "General-Acceleration
of Exercisability for Executive Officers and Directors," above. Such golden
parachute provisions of the Code (i) disallow a federal income tax deduction to
the payor of an "excess parachute payment", and (ii) impose a non-deductible
excise tax on the recipient of such payment equal to 20% of the "excess
parachute payment". In general, a payment will be a "parachute payment" if it is
in the nature of compensation and (i) is contingent on a change in control and
(ii) together with all other such payments to the recipient, the present value
of such payments equals or exceeds three times his or her "base amount" (i.e.,
the average of the employee's annual compensation during the five years
immediately preceding the year in which the Change in Control occurs). "Excess
parachute payments" generally are parachute payments that exceed the greater of
(i) the recipient's base amount or (ii) reasonable compensation for personal
services actually rendered by the employee. Whether a payment will be a
parachute payment or an excess parachute payment depends upon facts and
circumstances that cannot be known until payment is made. Under the Proposed
Regulations to Section 280G of the Code, when an employee's right to exercise an
option is accelerated as a result of a Change in Control, the employee will be
treated as receiving a payment in the nature of compensation at that time if the
option has an "ascertainable fair market value." Under the Proposed Regulations,
a calculation must be made of the portion of the payment which will be treated
as contingent upon a change in control, which generally will be the sum of (i)
the amount by which the accelerated payment exceeds the present value of the
payment that was expected to be made absent the acceleration plus (ii) an amount
reflecting the lapse of the obligation of the employee to perform services in
order to earn such expected payment. In addition, Section 162(m) of the Code
imposes limitations on the deductibility of compensation paid to any covered
employee in excess of $1,000,000 for such employee for a taxable year.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO
AMEND THE AMENDED AND RESTATED 1996 STOCK OPTION PLAN

PROPOSAL NO.3

RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors has appointed BDO Seidman, LLP as the Company's
independent public accountants for the year ending July 31, 2002. BDO Seidman,
LLP has served as the Company's independent public accountants for the prior
three fiscal years ended July 31, 2001. Although the appointment of independent
public accountants is not required to be approved by the shareholders, the Board
of Directors believes shareholders should participate in the selection of the
Company's

independent public accountants. Accordingly, the shareholders will be asked at
the meeting to ratify the Board's appointment of BDO Seidman, LLP as the
Company's independent public accountants for the year ending July 31, 2002.

Representative of BDO Seidman, LLP will be present at the meeting. They
will have an opportunity to make a statement if they so desire and will be
available to respond to appropriate questions of the shareholders.

AUDIT FEES

The aggregate fees billed by BDO Seidman, LLP for professional services
rendered for the audit of the Company's annual financial statements for fiscal
year ended July 31, 2001 and for reviews of the financial statements included in
the Company's Quarterly Reports on Form 10-Q during fiscal year 2001 were
$280,000.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

No fees were billed by BDO Seidman, LLP during fiscal year 2001 for
financial systems design and implementation services.

ALL OTHER FEES

The aggregate fees billed by BDO Seidman, LLP for fiscal year 2001 for
services other than those described in the preceding two paragraphs were
$138,975.

The Audit Committee has considered whether the provision of the
non-audit services rendered by BDO Seidman is compatible with maintaining the
firm's independence.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO
RATIFY THE APPOINTMENT OF BDO SEIDMAN, LLP AS INDEPENDENT PUBLIC ACCOUNTANTS AS
DESCRIBED ABOVE.

OTHER MATTERS

MISCELLANEOUS

The Board of Directors knows of no other matters that are likely to
come before the Annual Meeting. If any other matters should properly come before
the Annual Meeting, it is the intention of the persons named in the accompanying
form of Proxy to vote on such matters in accordance with their best judgment.

SHAREHOLDER PROPOSALS FOR 2003 PROXY STATEMENT

Any shareholder proposal to be presented for action at the 2003 annual
meeting of shareholders must be received at the Company's principal executive
offices no later than July 16, 2002, for inclusion in the proxy statement and
form of proxy relating to the 2003 annual meeting.

The solicitation of proxies is made on behalf of the Board of Directors
of the Company, and the cost thereof will be borne by the Company. The Company
will also reimburse brokerage firms and nominees for their expenses in
forwarding proxy material to beneficial owners of the Common Stock of

the Company. In addition, officers and employees of the Company (none of whom
will receive any compensation therefore in addition to their regular
compensation) may solicit proxies. The solicitation will be made by mail and, in
addition, may be made by telegrams, personal interviews, or telephone.

By Order of the Board of Directors

/s/ Wayne Kern
-----------------------------------
Wayne Kern
Secretary

DATED: December 7, 2001

APPENDIX A

CHARTER OF THE AUDIT COMMITTEE

RESOLVED, that, pursuant to Section 5 of Article 5 of the By-laws of
the Corporation,

Wayne Kern, Chairperson
Kenneth H. Bishop
Steve P. Smiley
Brian J. Hughes

are hereby designated as the Audit Committee (the "Committee") of this Board of
Directors, which Committee shall at all times be composed solely of directors
who are not employees of the Corporation or any of its subsidiaries, to serve,
subject to the provisions of said Section 5, until the meeting of the Board of
Directors occurring at the time of the next annual meeting of shareholders of
the Corporation and their successors are chosen; and further

RESOLVED, that all members of the Committee shall have no relationship
with the Corporation that could interfere with the exercise of independence from
the Corporation and its management, and no member shall be an employee of the
Corporation or any of its affiliates.

RESOLVED, that all members of the Committee shall be financially
literate and at least one member of the committee shall have financial
expertise, as such financial terms are interpreted by the Board of Directors;
and further

RESOLVED, that the Committee shall meet on a regular basis with the
management of the Corporation and the independent auditors of the Corporation,
and shall meet at such additional times as may be necessary or desirable to
conduct the business of the Committee; and further

RESOLVED, that a member of the Committee shall be designated as the
Chairperson of the Committee by the Board of Directors, and the Chairperson
shall be responsible for assuring that the Committee satisfies its obligations
under the Committee's charter and shall serve as the liaison for the Committee
to the management of the Corporation; and

RESOLVED FURTHER, that the Committee shall:

(1) investigate and recommend to the Board of Directors the evaluation,
selection and replacement of independent auditors of the Corporation for
each fiscal year, with approval of selection by shareholders, and such
independent auditors shall be accountable ultimately to the Committee and
the Board of Directors;

(2) review the appropriateness of the charges by the independent auditors for
both auditing and non-auditing services and the effect thereof on their
independence, and report thereon to the Board of Directors;

(3) meet with the representatives of the independent auditors of the
Corporation and management prior to commencement of the annual audit by
the independent auditors for the purpose of reviewing the scope of such
audit, and meet again with said representatives subsequent to completion
of such audit for the purpose of reviewing the results thereof and
management's representations that the Corporation's consolidated
financial statements were prepared in accordance with generally accepted
accounting principles, and report thereon to the Board of Directors;

(4) receive periodic written reports from the independent auditors regarding
the auditor's relationship with the Corporation, discuss such
relationships with the auditor that may impact the objectivity and
independence of the auditor, and if so determined by the Committee,
recommend that the Board take appropriate action to satisfy itself of the
independence of the auditor;

(5) discuss with the independent auditor the matters required to be
discussed relating to the review and/or audit of the financial
statements, including those covered by Statement on Auditing Standards
No. 61;

(6) review the annual financial statements and other financial information to
be included in the Corporation's Annual Report on Form 10-K, and in the
Corporation's annual report to shareholders, and report thereon to the
Board of Directors and, based upon the Committee's discussion with
management and independent auditors and the Committee's review of the
representations of management and report of the independent auditors to
the Committee, recommend inclusion of the financial statements in the
Annual Report on Form 10-K;

(7) review, as the Committee or at a minimum by the Chairperson of the
Committee, the Corporation's financial statements prior to their
inclusion the Corporation's Quarterly Reports on Form 10-Q.

(8) prepare the report required by the rules of the Securities and Exchange
Commission to be included in the Corporation's annual proxy statement
regarding the matters contained in paragraphs 4, 5 and 6 above;

(9) monitor and oversee management's process of internal controls and
financial reporting and the independent auditor's process of auditing the
Corporation's consolidated financial statements in accordance with
generally accepted auditing standards and reporting thereon;

(10) review any recommendations of the independent auditors with respect to
any material weaknesses in the system of internal control followed by the
Corporation

and its subsidiaries and any material questions or problems with respect
to the accounting records, procedures, or operations of the Corporation
and its subsidiaries which have been resolved to such auditor's
satisfaction after having been brought to the attention of management,
and report thereon to the Board of Directors;

(11) review changes in the significant accounting policies of the Corporation
and its subsidiaries and the effect, if any, on the Corporation's
financial statements of recent or proposed requirements of the Securities
and Exchange Commission, the Financial Accounting Standards Board, or
similar bodies, and report thereon to the Board of Directors;

(12) serve as the independent auditors' access to the Board of Directors with
respect to all matters within the scope of such auditors' authority and,
if deemed necessary, direct and supervise investigations into such
matters; and

RESOLVED FURTHER, that the Committee shall have the power and authority
to undertake investigations into the affairs of the Corporation in the course of
conducting the business of the Committee and to retain such outside advisors,
professionals and experts as the Committee shall deem necessary or advisable for
the purpose and at the expense of the Corporation; and further

RESOLVED, that two members of the Audit Committee shall constitute a
quorum for the transaction of business at any meeting of the Committee and that
the act of a majority of those present shall be necessary and sufficient for the
taking of any action thereat.

PROXY

DYNAMEX INC.

The undersigned hereby (a) acknowledges receipt of the Notice of Annual
Meeting of Shareholders of Dynamex Inc. (the "Company") to be held on January
15, 2002, at 10:00 a.m., Dallas, Texas time, and the Proxy Statement in
connection therewith, and (b) appoints Richard K. McClelland his proxy, with
full power of substitution and revocation, for and in the name, place and stead
of the undersigned, to vote upon and act with respect to all of the shares of
Common Stock of the Company standing in the name of the undersigned or with
respect to which the undersigned is entitled to vote and act at said meeting or
at any adjournment thereof, and the undersigned directs that his proxy be voted
as follows:

ELECTION OF DIRECTORS

[ ] FOR nominees listed below except as marked to the
contrary below

[ ] WITHHOLD AUTHORITY to vote for all nominees listed
below

[ ] FOR approval of the Company's Amended and Restated
1996 Stock Option Plan

[ ] AGAINST the approval of the Company's Amended and
Restated 1996 Stock Option Plan

[ ] FOR the ratification of the Board of Directors'
appointment of BDO Seidman, LLP as independent
auditors of the Company for the year ended July
31, 2002

[ ] AGAINST the ratification of the Board of
Directors' appointment of BDO Seidman, LLP as
independent auditors of the Company for the year
ended July 31, 2002

BOARD OF DIRECTORS NOMINEES:

Richard K. McClelland, Kenneth H. Bishop, Brian J. Hughes, Wayne Kern and
Stephen P. Smiley

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

----------------------------------------------------------------------------

IN THE DISCRETION OF THE PROXY, ON ANY OTHER MATTER THAT MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

FOR AGAINST ABSTAIN
--- --- ---

IMPORTANT: SIGN ON OTHER SIDE

THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR DIRECTORS.

The undersigned hereby revokes any proxy or proxies heretofore given to
vote upon or act with respect to such stock and hereby ratifies and confirms all
that said proxies, their substitutes, or any of them, may lawfully do by virtue
hereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY.

Dated:
-------------------------------

-------------------------------------
Signature

-------------------------------------
(Signature if held jointly)

Please date the proxy and sign your
name exactly as it appears hereon.
Where there is more than one owner,
each should sign. When signing as an
attorney, administrator, executor,
guardian or trustee, please add your
title as such. If executed by a
corporation, the proxy should be
signed by a duly authorized officer.
Please sign the proxy and return it
promptly whether or not you expect to
attend the meeting. You may
nevertheless vote in person if you do
attend.