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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-11(c) or Rule 14a-12

ABLEST 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:
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ABLEST INC.
1901 ULMERTON ROAD, SUITE 300
CLEARWATER, FLORIDA 33762

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 10, 2001

To the Shareholders:

The 2001 Annual Meeting of Shareholders of Ablest Inc. (the "Company")
will be held at the Company's corporate offices at 1901 Ulmerton Road, Suite
300, Clearwater, Florida 33762, on Thursday, May 10, 2001, at 11:30 a.m., local
time, for the following purposes:

1. To elect six directors of the Company, each of whom is to
hold office until the next Annual Meeting of Shareholders and
until the due election and qualification of his or her
successor; and

2. To transact such other business as may properly come before
the meeting or any adjournment thereof.

The shareholders of record at the close of business on April 2, 2001,
will be entitled to notice of, and to vote at, the meeting or any adjournment
thereof.

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

By order of the Board of Directors

Mark P. Kashmanian
Secretary

April 6, 2001

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ABLEST INC.
1901 ULMERTON ROAD, SUITE 300
CLEARWATER, FLORIDA 33762

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

PROXY STATEMENT

2001 ANNUAL MEETING

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

The enclosed proxy is solicited by the Board of Directors of Ablest
Inc. (the "Company") to be voted at the 2001 Annual Meeting of Shareholders to
be held at the Company's corporate offices at 1901 Ulmerton Road, Suite 300,
Clearwater, Florida 33762, on Thursday, May 10, 2001, at 11:30 a. m., local
time.

Only shareholders of record as of the close of business on April 2,
2001, are entitled to notice of, and to vote at, the meeting or any adjournment
thereof. On March 26, 2001, the Company had outstanding voting securities
consisting of 2,935,132 shares of common stock, par value $.05 per share. Each
share is entitled to one vote. Shares cannot be voted at the meeting unless the
shareholder is present or represented by proxy.

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

Any shareholder executing the accompanying form of proxy has the power
to revoke it at any time prior to its exercise, in person at the 2001 Annual
Meeting of Shareholders or by written notification to the Secretary of the
Company. Every properly signed proxy will be voted (unless revoked) if the
proxy is returned to the Company properly executed and in sufficient time to
permit the necessary examination and tabulation before a vote is taken.

The Company's address is 1901 Ulmerton Road, Suite 300, Clearwater,
Florida 33762, and its telephone number is (727) 299-1200. This Proxy Statement
and the enclosed proxy are being mailed to shareholders on or about April 6,
2001.

ITEM 1 -- ELECTION OF DIRECTORS

NOMINEES FOR DIRECTORS

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

Six directors were elected to the Board of Directors at the 2000
Annual Meeting of Shareholders and all six are nominees for re-election at the
2001 Annual Meeting of Shareholders.

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

FIRST BECAME
NAME PRINCIPAL OCCUPATION AGE A DIRECTOR
- ---- -------------------- --- ------------

Charles H. Heist......... Chairman of the Board of Directors 50 1978

W. David Foster.......... Chief Executive Officer 66 1997

Charles E. Scharlau...... Chairman of the Board of Directors of
Southwestern Energy Co. 73 1980

Ronald K. Leirvik........ President of RKL Enterprises 63 1996

Donna R. Moore........... President and Chief Executive Officer of
Hit or Miss, Inc. 61 1997

Richard W. Roberson...... President of Sand Dollar Partners, Inc. 54 1997

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

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

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

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

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

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

INFORMATION ABOUT THE BOARD OF DIRECTORS AND ITS COMMITTEES

During the Company's fiscal year ended December 31, 2000, the Board of
Directors held four regularly scheduled meetings and three special telephonic
meetings. Each of the directors attended all meetings of the Board with the
exception of Mr. Leirvik, who was unable to attend one regular meeting and one
special telephonic meeting. During fiscal 2000, there were three Compensation
Committee meetings, two Audit Committee meetings and one Executive Committee
meeting. All committee members attended all meetings of the committees on which
he or she served, with the exception of Mr. Leirvik, who was unable to attend
one compensation and one audit committee meeting, and Ms. Moore, who was unable
to attend one compensation committee meeting.

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The Executive Committee consists of Messrs. Heist, Foster and
Roberson. This committee exercises all of the powers of the Board in the
management of the business and affairs of the Company between Board meetings
except the power to fill vacancies on the Board or its committees. The
Compensation Committee, which oversees all compensation matters relating to the
Company's executive officers, consists of Messrs. Scharlau and Leirvik and Ms.
Moore. The Audit Committee consists of Messrs. Roberson, Leirvik and Scharlau.
This committee monitors and reviews the financial controls, reporting
procedures, and internal checks and balances of the Company as well as the
independence and performance of its outside auditors. The Company does not have
a standing nominating committee.

Non-employee directors received an annual retainer of $10,000, plus
meeting expenses, during fiscal 2000. Under the Independent Directors Stock
Option Plan, each non-employee director elected to the Board in May 2000 was
granted an option to purchase 6,000 shares of common stock, exercisable in
three equal annual installments in May 2001, May 2002, and May 2003. The
exercise price of these options is $5.0625 per share. The options expire on May
15, 2010, unless sooner terminated under the plan. Each director who received
such an option is standing for re-election at the 2001 annual meeting. Upon
re-election, each such director will receive under the plan an option for the
purchase of 1,500 shares with an exercise price equal to the fair market value
of a share of common stock on the date of the 2001 Annual Meeting. Mr.
Scharlau, Mr. Leirvik, Mr. Roberson, and Ms. Moore are non-employee directors
and participate in this plan.

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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth as of March 20, 2001, information
concerning the ownership of shares by persons known to the Company to own
beneficially, as of the record date, more than 5% of the outstanding shares of
common stock of the Company. For the purpose of this proxy statement,
beneficial ownership has the meaning given under the rules of the Securities
and Exchange Commission relating to proxy statements and does not necessarily
indicate economic interest. The beneficial ownership information presented
herein is based upon information furnished by each person or contained in
filings made with the Securities and Exchange Commission.

AMOUNT AND NATURE PERCENT
OF BENEFICIAL OF
NAME AND ADDRESS OWNERSHIP CLASS
- ---------------- ----------------- -------

C.H. Heist Trust..................................... 630,781(1) 21.5%
c/o Isadore Snitzer,
Charles H. Heist and Clydis D. Heist, Trustees
710 Statler Building
Buffalo, New York 14202

Charles H. Heist..................................... 286,128(2) 9.7%
c/o Ablest Inc.
1901 Ulmerton Road, Suite 300
Clearwater, Florida 33762

178,837(3) 6.1%
Victoria Hall........................................
c/o Ablest Inc.
1901 Ulmerton Road, Suite 300
Clearwater, Florida 33762

179,742(3) 6.1%
Dixie Lea Clark......................................
c/o Ablest Inc.
1901 Ulmerton Road, Suite 300
Clearwater, Florida 33762

Heist Grandchildren Trusts........................... 399,958(4) 13.6%
c/o Charles H. Heist
1901 Ulmerton Road, Suite 300
Clearwater, Florida

The Burton Partnership, Limited Partnership.......... 352,000(5) 12.0%
Post Office Box 4643
Jackson, Wyoming 83001

- ----------
(1) The shares indicated are held of record in a trust created by the founder
of the Company, C.H. Heist, for the benefit of his family prior to his
death in February 1983. The three trustees of the trust are Clydis D.
Heist, Charles H. Heist and Isadore Snitzer. Each of the trustees may be
deemed to be the beneficial owner of the shares held in the trust. The
trust will continue until the death of Clydis D. Heist and the children of
Mr. and Mrs. Charles H. Heist. Mr. Snitzer is also the beneficial and
record owner of 2,022 shares (less than 1%). Mr. Heist and Mr. Snitzer
disclaim beneficial ownership of the shares held by the trust.

(2) The shares indicated are owned directly by Mr. Heist, except for 10,025
shares owned by his wife. Mr. Heist disclaims beneficial ownership of the
shares owned by his wife.

(3) Ms. Hall and Ms. Clark are daughters of C.H. Heist (deceased) and Clydis
D. Heist and sisters of Charles H. Heist. The shares owned by each of them
do not include the shares owned by the C.H. Heist Trust or the shares of
the trusts for the grandchildren mentioned in footnote 4 below. Both
daughters disclaim any beneficial ownership of the shares held in such
trusts.

(4) The trusts indicated were created for the benefit of the children of
Charles H. Heist and his sisters, Victoria Hall and Dixie Lea Clark. Mr.
Heist and his sisters are trustees of the trusts. Each of the trustees
disclaims beneficial ownership of the shares held in these trusts.

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(5) The Burton Partnership is a limited partnership controlled by Donald W.
Burton, who is deemed to be the beneficial owner of the shares held by
this partnership.

SECURITY OWNERSHIP OF MANAGEMENT

As of March 26, 2001, the directors, individually, and all directors
and officers of the Company as a group, respectively, owned beneficially the
following amounts of common stock of the Company:

AMOUNT AND NATURE OF PERCENT
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
------------------------ -------------------- --------

Charles H. Heist......................... 286,128(1)(2)(3) 9.7%
W. David Foster.......................... 41,274(3) 1.4%
Charles E. Scharlau...................... 505 (4)
Ronald K. Leirvik........................ 100 (4)
Richard W. Roberson...................... 500 (4)
Donna R. Moore........................... -- --
All officers and directors (8 persons) .. 1,401,025(5) 47.7%

- ----------
(1) Does not include the 630,781 shares held by the C.H. Heist Trust with
respect to which Charles H. Heist, Clydis D. Heist and Isadore Snitzer
share voting and investment powers. See footnote (1) under "Security
Ownership of Certain Beneficial Owners" above.

(2) See footnotes (3) and (4) under "Security Ownership of Certain Beneficial
Owners" above. Does not include 399,958 shares held in trust for the
children of Charles H. Heist and his two sisters.

(3) Executive officer of the Company.

(4) Less than 1%.

(5) Includes the 630,781 shares and 399,958 shares described in footnotes (1)
and (4), under "Security Ownership of Certain Beneficial Owners".

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COMPENSATION OF EXECUTIVE OFFICERS

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

SUMMARY COMPENSATION TABLE

Long Term All Other
Annual Compensation (1) Compensation Awards Compensation
--------------------------------- --------------------------------- ------------
Securities Shares of
Bonus Bonus Underlying Common Stock
Declared Paid Options Issued
Fiscal -------- -------- ---------- ------------
Name and Principal Position Year Salary (2) (3) Bonus Bank (4) (5)
- --------------------------- ------ --------- -------- -------- ---------- ------- ------------

Charles H. Heist 2000 $ 240,000 $ 0 $ 55,600 $ 55,600 0 5,029
Chairman of the Board 1999 $ 240,000 $ 67,200 $ 55,500 $ 111,200 9,430
1998 $ 225,000 $ 87,600 $ 59,700 $ 99,600 9,368

W. David Foster 2000 $ 240,000 $ 0 $ 45,500 $ 45,500 0 40,315
Chief Executive Officer 1999 $ 215,000 $ 60,200 $ 45,500 $ 91,100 7,232
1998 $ 200,000 $ 77,900 $ 45,800 $ 76,400 6,205

Kurt R. Moore 2000 $ 200,000 $ 0 $ 53,400 $ 53,400 0 39,874
President and 1999 $ 165,000 $ 88,200 $ 47,300 $ 106,700 6,732
Chief Operating Officer 1998 $ 150,000 $ 97,900 $ 42,600 $ 71,100 3,019

Mark P. Kashmanian 2000 $ 91,000 $ 0 $ 22,500 $ 12,500 0 1,236
Secretary, Treasurer 1999 $ 81,500 $ 12,500 $ 13,900 $ 25,000 2,196
and Chief Accounting 1998 $ 78,500 $ 19,100 $ 16,900 $ 23,200 2,405
Officer

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(1) The Company provides income tax services and Company cars to certain of
its officers. The amounts in the table do not include the cost to the
Company of such benefits because such cost has not exceeded 10% of total
salary and bonus in the case of any of the Named Officers.

(2) There were no executive bonuses declared for fiscal 2000. A bonus for
fiscal 1999 was declared and accrued for Mr. Moore under the Company's
Economic Value Added (EVA(R)) Incentive Remuneration Plan (the "Incentive
Plan"). None of the other Named Officers earned a bonus for fiscal 1999
under the Incentive Plan. For fiscal 1999, the compensation committee of
the Board of Directors awarded separate bonuses for Messrs. Heist, Foster
and Kashmanian in February 2000. For fiscal 1998 bonuses were awarded to
all of the Named Officers under the Incentive Plan.

(3) Bonus paid in fiscal 2000 represents fifty percent of the remaining
balance in the participant's EVA Incentive bonus bank for bonuses earned
in prior years. Of the bonus paid in fiscal 2000 to Mr. Kashmanian,
$10,000 was paid as an incentive for his relocation to Clearwater,
Florida. For fiscal 1999 and 1998, bonuses paid were comprised of one or
both of the following: (i) a percentage of the total bonus declared and
(ii) a portion of the participant's bonus bank from prior years. Bonuses
may have been reduced in a given year by amounts paid in the form of
options under the Leveraged Option Plan.

(4) In November 2000, all outstanding options were surrendered. See
"Compensation of Executive Officers - Option to Ownership Program".

(5) Includes registered shares issued under the Company's Option to Ownership
Plan to each Named Officer and 30,000 restricted shares of common stock
issued to each of Messrs. Foster and Moore in conjunction with their
entering into employment agreements with the Company. The value of the
restricted stock issued to Messrs. Foster and Moore on the date of grant
and at the end of the Company's fiscal year in 2000 was $161,250 each.
Dividends will be paid on the restricted stock if any dividends are issued
by the Company while such shares are outstanding. Mr. Heist entered into
an employment agreement but did not receive stock compensation in
conjunction therewith. See "Compensation of Executive Officers -
Employment Agreements".

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OPTION PLANS

No stock options were granted to the Named Officers pursuant to the
Company's Leveraged Stock Option Plan in fiscal 2000, except to Mr. Moore, who
received options for 7,996 shares under this Plan in February 2000. In November
2000, all options outstanding under the Company's Leveraged Stock Option Plan
were surrendered, including those issued to Mr. Moore in February 2000, in
connection with the Company's Option to Ownership Program.

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

OPTION TO OWNERSHIP PROGRAM

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

Under the program, the restricted shares may not be transferred or
sold until the note is satisfied in accordance with the program. Each employee
has pledged his restricted shares to the Company to secure satisfaction of his
promissory note. The Company has informed each employee that it may forgive
each note if and when an employee completes one year of service as an employee
in which he or she performs his or her job consistent with past performance. If
an employee becomes disabled or dies before the end of the first year after
issuance of the shares, the note will be forgiven and the shares delivered to
such employee or his or her estate.

In connection with this program, the Named Officers surrendered all of
the options previously granted to them under the Company's option plans in
return for restricted shares of common stock under the Option to Ownership
Program. Mr. Heist surrendered options for 26,357 shares and received
restricted shares worth $21,373 in return for his promissory note of like
principal amount. Mr. Foster surrendered options for 55,123 shares and received
restricted shares worth $43,839 in return for his promissory note of like
principal amount. Mr. Moore surrendered options for 43,172 shares and received
restricted shares worth $41,965 in return for his promissory note of like
principal amount. Mr. Kashmanian surrendered options for 6,980 shares and
received restricted shares worth $5,253 in return for his promissory note of
like principal amount.

INDEPENDENT DIRECTORS' STOCK OPTION PLAN

The Independent Directors Stock Option Plan was approved by the Board
of Directors at its regular meeting held on May 5, 2000, and is designed to
strengthen the interest between the independent directors and the shareholders
through increased ownership by the independent directors of the Company's
common stock. Participation in the plan is limited to directors who are not
employees of the Company. Under the plan, each independent director receives an
option to purchase 6,000 shares of Common Stock upon his or her first election
to the Board of Directors after implementation of the plan. Following the
initial option grant, each independent director re-elected to the Board between
2001 and the termination of the plan in 2010 will receive an option to purchase
1,500 shares of common stock each time he or she is re-elected to the Board.
The exercise price of each option will be equal to the fair market value of the
common stock on the date of grant. The total number of shares of common stock
that may be made subject to options awarded under the plan is 100,000. The plan
is administered by the Board of Directors of the Company. Each initial stock
option for 6,000 shares becomes exercisable in three equal annual installments
on the first, second and third anniversaries of the grant thereof. All other
stock options (i.e., those for 1,500 shares) will become exercisable on the
first anniversary of the grant thereof. Each option shall have a term of ten
years during which it may be exercised,

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subject to forfeiture for voluntary resignation or removal for cause prior to
vesting. All unvested options will become fully vested and exercisable through
their expiration dates on the death, disability or retirement of a director or
a change in control of the Company, or removal without cause.

EMPLOYMENT AGREEMENTS

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

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

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

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

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

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

(i) an amount equal to three times his annual base salary in
effect on the date of termination;

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

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

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

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the employment agreement being subject to the excise tax imposed by Section
4999 of the Code or being disallowed as deductions to the Company under Section
280G of the Code.

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

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

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

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

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

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

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

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

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

(i) an amount equal to three times his annual base salary in
effect on the date of termination;

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

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

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

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

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

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

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

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

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

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

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13

(i) an amount equal to three times his annual base salary in
effect on the date of termination;

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

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

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

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

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

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REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

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

The Company's executive compensation program currently consists of two
key elements: a base salary component and an annual bonus component. For fiscal
2000, the Company's compensation programs were designed to attract and retain
qualified executives by providing competitive salaries, incentive compensation
plans and benefit programs.

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

Salary Component.
-----------------

Mr. Heist received a salary adjustment of $5,000 or 2.1% for fiscal
2001. Mr. Foster received a salary adjustment of $10,000 or 4.2% for fiscal
2001. Salaries for the other executive officers of the Company for fiscal 2001
were increased by the Board of Directors based on recommendations made by Mr.
Heist. These increases equaled approximately 5.0%. This compares to increases
for fiscal 2000 for such officers ranging from 11.6% to 21.2%, with the average
increase for the year being 15.1%. In awarding increases to executive officers,
the Board considered the financial performance of the Company in fiscal 2000,
the executive officers' individual contributions to such performance, and the
competitiveness of the base salaries of these officers as compared to the base
salaries of executives reflected in the Executive Perquisites Survey: 2000
issued by PriceWaterhouseCoopers and the Staffing Companies Executive
Compensation Report as published in the Staffing Industry Review.

Bonus Component
---------------

For fiscal 2000, the Company adopted an incentive compensation program
for its executive officers and other key management personnel that was geared
to the attainment of a pre-established level of earnings before interest,
taxes, depreciation and amortization (the "EBITDA Plan"). The EBITDA Plan was
approved by the Compensation Committee at a meeting held on February 28, 2000.
The EBITDA Plan replaced the Incentive Plan and the Leveraged Option Plan.
Under this plan, bonuses were to be paid to the executive officers and other
participants so long as 70% or more of the pre-established EBITDA target was
achieved. The target bonus level for Mr. Foster equaled 45% of his base salary
for fiscal 2000; the target bonus level for Messrs. Heist and Moore equaled 40%
of their base salaries for fiscal 2000 and for Mr. Kashmanian the target bonus
level equaled 25% of his base salary for fiscal 2000. The percentage of target
bonus to be paid to each of these executives was to equal the percentage of
target EBITDA achieved for fiscal 2000 so long as at least 70% of the EBITDA
target was achieved. For example, if 80% of the EBITDA target was achieved,
each participant was to receive 80% of his target bonus. The change in plans
was made due to the sale of the Company's industrial maintenance operations and
management's belief that EVA was not an appropriate measurement tool for a
pure-play staffing services company. For fiscal 2000, the EBITDA targets were
not attained and thus there were no incentive awards granted under the EBITDA
Plan to the executive officers.

For fiscal 2001, the Company has changed the incentive compensation
program for executive officers to one that ties their incentive compensation to
an increase in earnings before taxes ("EBT") over the prior year. The program
was approved by the Compensation Committee at a meeting held on December 18,
2000. The program requires a minimum improvement of 20% in EBT over the prior
year before a bonus is declared. If the improvement in EBT over the prior year
is equal to 20%, then a bonus equal to 25% of the target incentive amount
("TIA") is achieved. The TIAs for executive officers remain the same as in the
prior year at 45% of base salary for Mr. Foster , 40% of base salaries for
Messrs. Heist and Moore and 25% of base salary for Mr. Kashmanian. As the EBT
percentage increases above the 20% improvement threshold, the percentage of TIA
increases as well to a maximum of one times base salary. The program does not
allow for any adjustments to EBT from that reported in the Company's financial
disclosures. This program will be in effect for fiscal 2001, and the Company
plans to investigate alternative bonus plans for future years.

THE COMPENSATION COMMITTEE:

Charles E. Scharlau Donna R. Moore Ronald K. Leirvik

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REPORT OF THE AUDIT COMMITTEE

AUDIT COMMITTEE REPORT

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

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

The Audit Committee has reviewed and discussed the audited financial
statements for fiscal year 2000 with management and has discussed with the
independent auditors the matters required to be discussed by SAS No. 61,
"Codification of Statements on Auditing Standards, Communication with Audit
Committees."

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

Based on review and discussions of the audited financial statements
for fiscal year 2000 with management and discussions with the independent
auditors, the Audit Committee recommended to the Board of Directors that the
audited financial statements for fiscal year 2000 be included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2000, as filed with
the Securities and Exchange Commission.

The Audit Committee:

Richard W. Roberson, Chairman
Ronald K. Leirvik
Charles E. Scharlau

AUDIT FEES

The aggregate fees billed for professional services rendered by KPMG
LLP, the Company's independent auditors for fiscal 2000, for the audit of the
Company's financial statements for the year ended December 31, 2000, and the
reviews of the financial statements included in the Company's Quarterly Reports
on Form 10-Q for the year ended December 31, 2000, were $83,500.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

No information technology services were rendered to the Company by
KPMG LLP during the year ended December 31, 2000.

ALL OTHER FEES

The aggregate fees billed for all non-audit services, including fees
for tax-related services and services rendered in association with the sale of
the Company's industrial maintenance operations in March 2000 , rendered by
KPMG LLP during the year ended December 31, 2000, were $145,250.

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SELECTION OF INDEPENDENT ACCOUNTANTS

On March 28, 2001, the Company dismissed the accounting firm of KPMG
LLP as its independent accountants. KPMG LLP's reports on the Company's
financial statements for the past two fiscal years have contained no adverse
opinions or disclaimers of opinion and were not qualified as to uncertainty,
audit scope or accounting principles. During those years, there were no
disagreements with KPMG LLP on any matter of accounting principles or
practices, financial statement disclosures, or auditing scope or procedure that
if not resolved to its satisfaction KPMG LLP would have been required to
reference in its report. KPMG LLP has furnished the Company with a letter
addressed to the Securities and Exchange Commission stating that it agrees with
the above statements.

On March 28, 2001, the Board retained Arthur Andersen LLP as the
Company's independent accountants for the fiscal year ending December 30, 2001.
Prior to March 2001, the Company had not consulted with Arthur Andersen LLP on
items which involved the Company's accounting principles or the type of audit
opinion to be issued on the Company's financial statements, but did discuss
with Arthur Anderson LLP its engagement fees and standard engagement terms for
serving as its auditors.

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

UNITED STATES EMPLOYEES' PENSION PLAN

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

Effective November 30, 1999, the Company terminated the defined
benefit retirement plans. All regulatory authorizations have been received and
the Company's pension provider is currently in the process of distributing the
actuarial benefit to each plan participant.

COMMON STOCK PERFORMANCE

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

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

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[PERFORMANCE CHART]

INDEX DATA DEC `95 DEC `96 DEC `97 DEC `98 DEC `99 DEC `00
- ---------- ------- ------- ------- ------- ------- -------

Ablest Inc. 100 112 100 93 84 75
S&P 500 Index 100 123 164 211 255 232
Peer Group Index 100 114 153 89 81 31

CERTAIN TRANSACTIONS

Certain of the Company's Buffalo, New York facilities were leased from
Mr. Charles H. Heist, Chairman of the Board of Directors and his two sisters,
Dixie Lea Clark and Victoria Hall. Under the lease, the Company was responsible
for maintenance and insurance premiums, assessments and taxes. Rents of
approximately $62,000, including amounts paid for the foregoing purposes, were
paid under the lease during the year ended December 31, 2000. In November of
2000, the lease on the above referenced facilities expired and was not renewed
by the Company.

Each of the Company's executive officers is indebted to the Company in
connection with the Option to Ownership Program. See "Executive Compensation -
Option to Ownership Program".

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BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the securities laws of the United States, the Company's
directors, its executive officers, and any persons holding more than 10% of its
common stock are required to report their ownership of the Company's common
stock and any changes in that ownership to the Securities and Exchange
Commission. Specific due dates for these reports have been established, and the
Company is required to report in this Proxy Statement any failure to file by
these dates during 2000. To the Company's knowledge, based solely on review of
the copies of such reports furnished to the Company and written representations
that no other reports are required, during the 2000 fiscal year all of these
filing requirements were satisfied by the Company's directors, officers and 10%
shareholders, except for one late report of a sale of 2,298 shares of common
stock by a trust of which the Company's Chairman is a trustee.

ANNUAL REPORT

The Annual Report to Shareholders of the Company, including Form 10-K,
for the fiscal year ended December 31, 2000, is included with this proxy
solicitation material.

SHAREHOLDER PROPOSALS

Any shareholder proposal intended to be presented at the Company's
2002 Annual Meeting of Shareholders must be received by the Company at its
principal corporate offices by the close of business on December 7, 2001, in
order to be timely received for inclusion in the Company's proxy statement and
form of proxy for that meeting.

If a shareholder intends to raise at the Company's annual meeting in
2002 a proposal that he or she does not seek to have included in the Company's
proxy statement, the shareholder must notify the Company of the proposal on or
before February 13, 2002. If the shareholder fails to notify the Company, the
Company's proxies will be permitted to use their discretionary voting authority
with respect to such proposal when and if it is raised at such annual meeting,
whether or not there is any discussion of such proposal in the proxy statement
for the annual meeting in 2002.

OTHER MATTERS

Under Delaware law and the Company's Certificate of Incorporation,
broker non-votes and abstaining votes will not be counted in favor of, or
against, election of any nominee for director.

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

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

By order of the Board of Directors

Mark P. Kashmanian

Secretary

April 2, 2001

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19

APPENDIX A

ABLEST INC.

CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

I. PURPOSE

The Audit Committee (the "Committee") is a committee of the Board of
Directors (the "Board") of Ablest Inc. (the "Corporation"). The purpose of the
Committee is to assist the Board in fulfilling the Board's oversight
responsibilities by reviewing:

o the financial reports and other financial information provided by
the Corporation to any governmental body or the public;

o the Corporation's systems of internal controls regarding finance,
accounting, legal compliance and ethics that management and the
Board have established; and

o the Corporation's auditing, accounting and financial reporting
processes generally.

The Committee's primary duties and responsibilities are to:

o Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control
system;

o Review and appraise the audit efforts of the Corporation's outside
auditor and internal auditing department;

o Provide an open avenue of communication among the outside auditor,
financial and senior management, the internal auditing department,
and the Board; and

o Encourage continuous improvement of, and foster adherence to, the
Corporation's policies, procedures and practices at all levels.

The Committee will primarily fulfill these responsibilities by
carrying out the activities enumerated in Section IV of this Charter.

II. COMPOSITION

A. NUMBER AND ELECTION. The Committee shall consist of at least
three independent directors, as determined annually by the Board. The members
of the Committee shall be elected by the Board at the annual organizational
meeting of the Board to serve until their successors are duly elected and
qualified. Unless a Chair is elected by the full Board, the members of the
Committee may designate a Chair by majority vote of the full Committee
membership.

B. INDEPENDENCE. Each member of the Committee shall be free from
any relationship to the Corporation that may interfere - with the exercise of
that member's independent judgment. In addition, the following restrictions
shall apply to every Committee member:

(1) EMPLOYEES. A director who is an employee (including
an executive officer) of the Corporation or any of its
affiliates may not serve on the Committee until three years
following the termination of that director's employment.
"Affiliate" includes a subsidiary, sibling company,
predecessor, parent company, or former parent company of the
Corporation.

(2) BUSINESS RELATIONSHIP. A director who is a partner
in, or a controlling shareholder or an executive officer of,
any for-profit business organization to which the Corporation
made, or from which the Corporation received, payments (other
than those arising solely from investments in the
Corporation's securities) that exceed 5% of the

Corporation's or business organization's consolidated gross
revenues for that year, or $200,000, whichever is more, in
any of the past three years may not serve on the Committee.

(3) EXCESS COMPENSATION. A director who accepts any
compensation from the Corporation or any of its affiliates in
excess of $60,000 during the previous fiscal year, other than
compensation for board service, benefits under a
tax-qualified retirement plan, or non-discretionary
compensation, may not serve on the Committee.

(4) CROSS COMPENSATION COMMITTEE LINK. A director may
not serve on the Committee if he or she is employed as an
executive of another company whose compensation committee
includes an executive of the Corporation.

(5) IMMEDIATE FAMILY. A director who is an immediate
family member of an individual who is, or has been in - any
of the past three years, an executive officer of the
Corporation or any of its affiliates may not serve on the
Committee. An "immediate family member" includes a person's
spouse, parents, children, siblings, mother and
father-in-law, sons and daughters-in-law, brothers and
sisters-in-law, and anyone who shares such person's home.

Notwithstanding the requirements of this Section II.B., one director
who is not independent and who is not a current employee or an immediate family
member of such employee may be appointed, under exceptional and limited
circumstances, to the Committee if the Board determines that membership on the
Committee by such director is required by the best interests of the Corporation
and its shareholders, and the Corporation discloses, in the next annual proxy
statement subsequent to such determination, the nature of the relationship and
the reasons for that determination.

C. FINANCIAL LITERACY. All members of the Committee shall be
financially literate, and at least one member of the Committee shall have past
employment experience in finance or accounting, requisite professional
certification in accounting, or any other comparable experience or background
which results in the individual's financial sophistication, including being or
having been a chief executive officer, chief financial officer, or other senior
officer with financial oversight responsibilities. Committee members may
enhance their familiarity with finance and accounting by participating in
educational programs conducted by the Corporation or an outside consultant.

III. MEETINGS

The Committee shall meet at least four times annually, or more
frequently as circumstances dictate. As part of its responsibility to foster
open communication, the Committee should meet at least annually with
management, the director of the internal auditing department and the outside
auditor in separate executive sessions to discuss any matters that the
Committee or each of these groups believes should be discussed privately. In
addition, the Committee (or at least its Chair) should meet with the outside
auditor and management quarterly to review the Corporation's financials
consistent with IV.A.4. below.

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties, the Committee shall:

A. DOCUMENTS/REPORTS REVIEW

(1) Review this Charter at least annually or as
conditions otherwise dictate.

(2) Review and discuss with management the Corporation's
annual financial statements and any reports or other
financial information submitted to any governmental body, or
the public, including any certification, report, opinion, or
review rendered by the independent accountants.

(3) Review the regular internal reports to management
prepared by the internal auditing department and management's
response thereto.

(4) Review with financial management and the outside
auditors each of the Corporation's Quarterly Reports on Form
10-Q prior to its filing or prior to the release of earnings
for the fiscal quarter covered by the Form 10-Q. The Chair of
the Committee may represent the entire Committee for purposes
of this review.

B. OUTSIDE AUDITOR

(1) Recommend to the Board the selection of the outside
auditor, considering independence and effectiveness, and
approve the fees and other compensation to be paid to the
outside auditor. The outside auditor for the

Corporation is ultimately accountable to the Board and the
Committee, and the Board and the Committee have the ultimate
authority and responsibility to select, evaluate and, where
appropriate, replace the outside auditor (or to nominate the
outside auditor to be proposed for shareholder approval in
any proxy statement).

(2) Ensure that the outside auditor submits on a
periodic basis to the Committee a formal written statement
delineating all relationships between the auditor and the
Corporation; actively engage in a dialogue with the outside
auditor with respect to any disclosed relationships or
services that may impact the independence of the outside
auditor; and recommend that the Board take appropriate action
to oversee the independence of the auditor.

(3) Periodically consult with the outside auditor out of
the presence of management about internal controls and the
fullness and accuracy of the Corporation's financial
statements.

C. FINANCIAL REPORTING PROCESSES

(1) In consultation with the outside auditor and the
internal auditors, review the integrity of the Corporation's
financial reporting processes, both internal and external.

(2) Consider the outside auditor's judgments about the
quality and appropriateness of the Corporation's accounting
principles as applied in its financial reporting.

(3) Consider and approve, if appropriate, major changes
to the Corporation's auditing and accounting principles and
practices as suggested by the outside auditor, management, or
the internal auditing department.

D. PROCESS IMPROVEMENT

(1) Establish regular and separate systems of reporting
to the Committee by each of management, the outside auditor
and the internal auditors regarding any significant judgments
made in management's preparation of the financial statements
and the view of each as to the appropriateness of such
judgments.

(2) Following completion of the annual audit, review
separately with each of management, the outside auditor and
the internal auditing department any significant difficulties
encountered during the course of the audit, including any
restrictions on the scope of work or access to required
information.

(3) Review any significant disagreement among management
and the outside auditor or the internal auditing department
in connection with the preparation of the financial
statements.

(4) Review with the outside auditor, the internal
auditing department and management the extent to which
changes or improvements in financial or accounting practices,
as approved by the Committee, have been implemented. (This
review should be conducted at an appropriate time subsequent
to implementation of such changes or improvements.)

E. ETHICAL AND LEGAL COMPLIANCE

(1) Establish, review and update periodically a Code of
Ethical Conduct and ensure that management has established a
system to enforce this Code.

(2) Review management's monitoring of the Corporation's
compliance with this Code, and ensure that management has the
proper review system in place to ensure that the
Corporation's financial statements, reports and other
financial information disseminated to governmental
organizations, and the public satisfy legal requirements.

(3) Review activities, organizational structure and
qualifications of the internal audit department.

(4) Review, with the Corporation's counsel, legal
compliance matters including corporate securities trading
policies.

(5) Review, with the Corporation's counsel, any legal
matter that could have a significant impact on the
Corporation's financial statements.

(6) Perform any other activities consistent with this
Charter, the Corporation's Code of Regulations and governing
law, as the Committee or the Board deems necessary or
appropriate.

PROXY
ABLEST INC.
1901 ULMERTON ROAD, SUITE 300
CLEARWATER, FLORIDA 33762

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints CHARLES H. HEIST and W. DAVID FOSTER as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote as designated below, all of the common shares of
ABLEST INC., held of record by the undersigned on April 2, 2001, at the annual
meeting of the shareholders to be held on May 10, 2001, or any adjournment
thereof.

1. ELECTION OF DIRECTORS

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

[ ] WITHHOLD AUTHORITY to vote for all nominees listed below

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

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

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

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

This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted FOR Proposal 1.

Dated: , 2001
------------------------

---------------------------------------
Signature(s)

When joint tenants hold shares, both
should sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as such.
If a corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.

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