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Exhibit 10.9

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is entered into as of January 1, 2004, between
Ablest Inc., a Delaware corporation (the Company), and Vincent J. Lombardo
(Executive).

W I T N E S S E T H:

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

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

1.     Title. The Company hereby employs Executive as Vice President, Chief
Financial Officer,and Executive hereby accepts such employment, on the terms
and conditions set forth herein. During the term of this Agreement, Executive
shall be and have the title, duties and authority of Vice President, Chief
Financial Officer of the Company and shall devote his entire business time and
all reasonable efforts to his employment and shall perform diligently such
duties as are customarily performed by the Vice President, Chief Financial
Officer of companies the size and structure of the Company, together with such
other duties as may be reasonably required from time to time by the Board of
Directors of the Company or the Chairman or the Vice Chairman of the Company.

2.     Term. Subject to the provisions for termination hereinafter provided,
the term of this Agreement shall begin on the date hereof and shall end at
11:59 p.m., local time, on December 31, 2006, provided, however, that the term
of this Agreement shall automatically renew for successive one year terms,
unless Executive or the Company gives written notice to the other not less than
one hundred eighty (180) days prior to December 31, 2006 or the expiration of
any such one-year term that he or it, as the case may be, is electing not to so
extend the term of this Agreement. Notwithstanding the





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foregoing, the term of this Agreement shall end on the date on which
Executives employment is earlier terminated by him or the Company in
accordance with the provisions of Paragraph 7(a) below.

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

4.     Compensation.

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

(i) for calendar year 2004, a salary of One Hundred Sixty Five Thousand
Dollars ($165,000);

(ii) for the calendar year beginning on January 1, 2005, and for each
calendar year thereafter during the Term of this Agreement, a salary determined
by the Compensation Committee, which in no event shall be less than the annual
salary that was payable by the Company to Executive under this Paragraph 4(a)
for the immediately preceding calendar year.

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

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

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

(e) Perquisites. Executive shall be entitled to such perquisites,
including use of an automobile, as are provided by the Company to senior
executives generally from time to time during the term hereof.

5.     Executive Stock Awards Plan. During the term of this Agreement,
Executive shall participate in the Companys Executive Stock Awards Plan, a
copy of which is attached hereto as Exhibit A (the ESAP), so long as the ESAP
is approved by the Companys stockholders at the 2004 Annual Meeting of
Stockholders. Subject to such approval by the stockholders, the Company hereby
grants to Executive 4,500 restricted shares of common stock, $.05 par value, of
the Company, the vesting and other terms and conditions of such restricted
shares to be governed by the ESAP.

6.     Payment in the Event of Death or Disability.

(a) In the event of Executives death or Disability during the term of
this Agreement, for a period equal to the lesser of (i) twelve (12) months
following the date of such death or Disability or (ii) the balance of the term
that would have remained hereunder at such date had Executives death or
Disability not occurred, the Company shall continue to pay to Executive (or his
estate) Executives then effective per annum rate of salary, as determined
under Paragraph 4(a), and provide to Executive (or to his family members
covered under his family medical coverage) the same family medical coverage as
provided to Executive on the date of such death or Disability.

(b) Except as otherwise provided in Paragraph 6(a), in the event of
Executives death or Disability Executives employment hereunder shall
terminate and Executive shall be entitled to no

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further compensation or other payments or benefits under this Agreement,
except as to any unpaid salary, bonus, or benefits accrued and earned by him up
to and including the date of such death or Disability.

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

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

7.     Termination

(a) The employment of Executive under this Agreement:

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

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

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

(iv) may be terminated at any time by Executive with thirty (30) days
advance notice to the Company, and shall be terminated automatically if
Executive does not accept assumption of this Agreement by, or an offer of
employment from, a purchaser of all or substantially all of the assets of the
Company, pursuant to terms further described in Paragraph 25 hereof; or

(v) may be terminated at any time by Executive if the Company materially
breaches this Agreement and fails to cure such breach within thirty (30) days
of written notice of such breach from Executive, provided that Executive has
given notice of such breach within ninety (90) days after he has knowledge
thereof and the Company did not have Cause to terminate Executive at the time
such breach occurred.

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

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

8.     Certain Termination Payments.

(a) If Executives employment with the Company is terminated by the
Company without Cause or by Executive pursuant to Paragraph 7(a)(v), in either
case other than within two years after a Change in Control, the Company shall
(i) continue to pay to Executive the per annum rate of

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salary then in effect under Paragraph 4(a) and provide him and his family
with the benefits described in Paragraph 4(c) then in effect (unless the terms
of the applicable plans expressly prohibit the continuation of such benefits
after such termination and cannot be amended, with applicability of such
amendment limited to Executive, to provide for such continuation, in which case
the Company shall procure and pay for substantially similar substitute benefits
except for any pension or 401(k) Plan benefit) for the balance of the term that
would have remained hereunder had such termination not occurred, and (ii) pay
Executive on or before the thirtieth day after the Date of Termination an
amount equal to the product of (i) the target bonus opportunity for the year in
which such termination occurs times (ii) the number of years for which a bonus
opportunity would have been provided to him under Paragraph 4(b) hereof had he
remained employed hereunder for the remainder of the term of this Agreement.

(b) If Executives employment is terminated by the Company with Cause or
is terminated pursuant to Paragraph 7(a)(iv), Executive shall be entitled to no
further compensation or other payments or benefits under this Agreement, except
as to that portion of any unpaid salary and benefits accrued and earned by him
under Paragraphs 4(a) and 4(c) hereof up to and including the Date of
Termination.

9.     Change in Control Termination Payments.

(a) Executive will be entitled to the compensation set forth in Paragraph
9(b) hereof (the CIC Compensation) if his employment is terminated within two
years after a Change in Control (i) by the Company without Cause or (ii) by
Executive pursuant to Paragraph 7(a)(v) (either (i) or (ii), the CIC
Trigger). Notwithstanding the foregoing, Executive will not be entitled to
CIC Compensation in the event of a termination of his employment following a
Change in Control on account of his Death, Disability, or Retirement, or
termination by him pursuant to Paragraph 7(a)(iv).

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

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(i) In lieu of any further salary, bonus or other payments to Executive
for periods subsequent to the Date of Termination, the Company shall pay to
Executive not later than the tenth day following the Date of Termination a cash
amount equal to the sum of: (y) an amount equal to two times Executives
annual base salary in effect on the date of Termination (the Base Salary);
and (z) an amount equal to two times the sum of (A) the target bonus
opportunity in the year of such termination and (B) the contribution, if any,
paid by the Company for the benefit of Executive to any 401(k) Plan in the last
complete fiscal year of the Company.

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

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

(iv) Executive shall have the right within one year following the later of
the Change in Control or the exercise of an Option to sell to the Company
shares of common stock acquired at any time upon exercise of such Option at a
price equal to the average of the closing sale prices of the common stock for
the 30 trading days ending on the date prior to the date of the Change in
Control.

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

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

10.     Definitions.

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

(b) Cause means:

(i) Executives conviction of, or plea of no contest to, a felony;

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

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

(c) Change in Control occurs when:

(i) any Person, other than Clydis D. Heist and her lineal descendants
and any trusts for the benefit of her lineal descendants (collectively, the
Heist Family), and other than any trustee or fiduciary on behalf of any
Company benefit plan, becomes the Beneficial Owner of securities of the
Company having at least 25% of the voting power of the Companys then
outstanding securities (unless the event causing the 25% threshold to be
crossed is an acquisition of securities directly from the Company) but only if
at the time of such persons becoming the beneficial owner of the requisite
voting power, the Heist Family (or any trust or Person included therein) no
longer holds a majority of the outstanding shares; or

(ii) the stockholders of the Company approve any merger or other business
combination of the Company, or any going private transaction subject to Rule
13e-3 of the rules and regulations promulgated under the Securities Exchange
Act of 1934, or any sale of all or substantially all of the Companys assets in
one or a series of related transactions or any combination of the foregoing

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transactions (the Transactions), other than a Transaction in which the
Heist Family or any trust or Person included within the Heist Family is the
Beneficial Owner of 50% or more of the voting securities of the surviving
company (or its parent) (and, in a sale of assets, of the purchaser of the
assets) immediately following the Transaction; or

(iii) within any 24 month period, the persons who were directors
immediately before the beginning of such period (the Disinterested Directors)
cease (for any reason other than death) to constitute at least a majority of
the Board or the board of directors of a successor to the Company, with, for
this purpose, any director who was not a director at the beginning of such
period being deemed to be a Disinterested Director if such director was elected
to the Board by, or on the recommendation of or with the approval of, at least
two-thirds of the directors who then qualified as Disinterested Directors, so
long as such director was not nominated by a person who has entered into an
agreement to effect, or threatened to effect, a Change of Control.

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

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

11.     Certain Covenants

(a) Noncompete and Nonsolicitation. Executive acknowledges the Companys
reliance on and expectation of Executives continued commitment to performance
of his duties and responsibilities during the term of this Agreement. In light
of such reliance and expectation, during the term hereof and for two years
after termination of Executives employment and this Agreement under Paragraph
7 hereof, other than termination by the Company without Cause or termination by
Executive

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pursuant to Paragraph 7(a)(v), Executive shall not, directly or
indirectly, do or suffer any of the following:

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

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

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

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

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

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

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

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

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

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

15.     Binding Agreement. The rights and obligations of the Company under
this Agreement shall inure to the benefit of, and shall be binding on, the
Company and its successors and assigns, and the rights and obligations (other
than obligations to perform services) of Executive under this Agreement shall
inure to the benefit of, and shall be binding upon, Executive and his heirs,
personal and legal representatives, executors, successors and administrators.
The Company may assign this Agreement to a purchaser (or an affiliate of a
purchaser) of all or substantially all the assets of the Company. As used in
this Agreement, the Company shall mean the Company as hereinbefore defined
and any successor or assign to its assets as aforesaid that becomes bound by
all the terms and provisions of this Agreement. If the Executive should die
while any amounts are still payable to him, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement
to the Executives devisee, legatee, or other designee or, if there be no such
designee, to the Executives estate.

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

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

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herein shall be effective service of process for any such proceeding; and
(iv) waives any objection to the laying of venue of any such proceeding in
these courts.

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

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

20.     Miscellaneous. This Agreement supersedes all prior agreements and
understandings between the parties including, without limitation, that certain
employment agreement, dated as of January 21, 2002, between the Company and
Executive, which agreement is hereby terminated. This Agreement may not be
modified or terminated orally. All obligations and liabilities of each party
hereto in favor of the other party hereto relating to matters arising prior to
the date hereof have been fully satisfied, paid and discharge. No
modification, termination or attempted waiver shall be valid unless in writing
and signed by the party against whom the same is sought to be enforced.

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

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

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

24.     No Obligation To Mitigate. Executive shall not be required to mitigate
the amount of any payment provided for under this Agreement upon termination of
his employment by the Company without Cause by seeking other employment or
otherwise after such termination, nor shall the amount of any such payment
provided for under this Agreement be reduced by any compensation earned by
Executive after such termination as the result of his employment by another
employer.

25.     Sale of Assets. For the avoidance of doubt, if the Company sells all
or substantially all of its assets and the purchaser or an affiliate of the
purchaser of such assets assumes this Agreement or offers Executive employment
on substantially the same terms as contained herein on or before the closing
date of such sale of assets and Executive does not accept such assumption or
offer in writing on or before the closing date, his employment hereunder shall
automatically terminate pursuant to Section 7(a)(iv) on the date of such
closing and he shall not be entitled to any payments under any provision of
this Agreement other than Paragraph 8(b).

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

| |  |                                                       
| |  | ------------------------------------------------------
| |  | EXECUTIVE:                                            
| |  |                                                       
| |  | /s/ Vincent J. Lombardo                               
| |  |                                                       
| |  | Name: Vincent J. Lombardo                             
| |  | Address: 10512 Greensprings Dr.; Tampa, Florida 33626.
| |  |                                                       
| |  | ABLEST INC.                                           
| |  |                                                       
| |  | By: /s/ W. David Foster                               
| |  |                                                       
| |  | Name: W. David Foster                                 
| |  | Title:   Vice Chairman                                
| |  | Address: 1901 Ulmerton Road, Suite 300                
| |  | Clearwater, Florida 33762                             

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|          |             | 
|--------- | ----------- | 
|Exhibit A | ABLEST INC. | 

EXECUTIVE STOCK AWARDS PLAN



|1. |  | Purpose.
|-- |  | --------

The plan shall be known as the Executive Stock Awards Plan (the Plan). The
purpose of the Plan shall be to promote the long-term growth and profitability
of Ablest Inc. (the Company) and its subsidiaries by providing executive
officers with incentives to improve stockholder value and contribute to the
success of the Company and by enabling the Company to attract, retain and
reward the best available persons for executive officer positions.



|2. |  | Definitions.
|-- |  | ------------



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



|(i)   |  | Conviction of, or plea of no contest to, a
felony;                                                                                                                                                                                                     
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|(ii)  |  | Willfully engaging in an act or series of acts of
gross misconduct that result in demonstrable and material
injury to the Company; or                                                                                                                    
|     
|(iii) |  | Material breach of any provision of an employment
agreement between a participating executive and the Company,
which breach has not been cured in all material respects within
twenty (20) days after the Company gives notice thereof to such
executive.



| | (c) |  | Change in Control occurs when:
| | --- |  | --------------------------------



|(i)  |  | any Person, other than Clydis D. Heist and her
lineal descendants and any trusts for the benefit of her lineal
descendants (collectively, the Heist Family), and other than
any trustee or fiduciary on behalf of any Company benefit plan,
becomes the Beneficial Owner of securities of the Company
having at least 25% of the voting power of the Companys then
outstanding securities (unless the event causing the 25%
threshold to be crossed is an acquisition of securities
directly from the Company) but only if at the time of such
persons becoming the beneficial owner of the requisite voting
power, the Heist Family (or any trust or Person included
therein) no longer holds a majority of the outstanding shares;
or
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(ii) |  | the stockholders of the Company approve any merger
or other business combination of the Company, or any going
private transaction subject to Rule 13e-3 of the rules and
regulations promulgated under the Securities Exchange Act of
1934, or any sale of all or substantially all of the Companys
assets in one or a series of related transactions, or any
combination of the foregoing transactions (the Transactions),
other than a Transaction in which the Heist Family or any trust
or Person included within the Heist Family is the Beneficial
Owner of 50% or more of the voting securities of the surviving
company (or its parent) (and, in a                                                                                  





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|      |  | sale of assets, of the purchaser of the assets) immediately
following the Transaction; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|(iii) |  | within any 24 month period, the persons who were
directors immediately before the beginning of such period (the
Disinterested Directors) cease (for any reason other than
death) to constitute at least a majority of the Board or the
board of directors of a successor to the Company, with, for
this purpose, any director who was not a director at the
beginning of such period being deemed to be a Disinterested
Director if such director was elected to the Board by, or on
the recommendation of or with the approval of, at least
two-thirds of the directors who then qualified as Disinterested
Directors, so long as such director was not nominated by a
person who has entered into an agreement to effect, or
threatened to effect, a Change of Control.



|(d) |  | Common Stock means the common stock, $.05 par value, of the
Company.
|--- |  | ----------------------------------------------------------------------



| | (e) |  | Disability means disability as defined in Section 72(m)(7) of
the Internal Revenue Code of 1986, as amended.                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (f) |  | Exchange Act means the Securities Exchange Act of 1934, as
amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (g) |  | Fair Market Value of restricted shares granted hereunder
shall mean the average of the high and low sale prices of a share of
Common Stock on the American Stock Exchange on the last trading day
of the calendar year ending immediately prior to the date of vesting
of such restricted shares, or if the Companys Common Stock is not
traded on such exchange, or otherwise traded publicly, the value
determined, in good faith, by the Compensation Committee of the Board
of Directors of the Company as of the last day of such calendar year.
|
| | (h) |  | Retirement means voluntary, late, normal or early retirement under
a pension plan sponsored by the Company, as defined in such plan, or
as otherwise defined or determined by the Compensation Committee of
the Board of Directors of the Company with respect to senior
executives of the Company generally.                                                                                                                                                                                                                                         
|
| | (i) |  | Subsidiary means a corporation of which outstanding shares
representing 50% or more of the combined voting power of such
corporation are owned directly or indirectly by the Company.                                                                                                                                                                                                                                                                                                                                                                 



|3. |  | Administration.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The Plan shall be administered by the Compensation Committee of the Board
of Directors of the Company (the Compensation Committee). Subject to
the provisions of the Plan, the Compensation Committee shall be authorized
to interpret the Plan and adopt, amend, or rescind such rules and
regulations for carrying out the Plan as it may deem appropriate.
Decisions of the Compensation Committee on all matters relating to the
Plan shall be in its sole discretion and shall be conclusive and binding
on all parties, including the Company, its stockholders, and the
participants in the Plan. The validity, construction, and effect of the
Plan and any rules and regulations relating to the Plan shall be
determined in accordance with applicable federal and state laws and rules
and regulations promulgated pursuant thereto.

2



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##### 





|4. |  | Shares Available for the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | Subject to adjustments as provided in Section 10, an aggregate of 135,000
shares of Common Stock (hereinafter the shares) may be issued pursuant
to the Plan. Such shares may be unissued or treasury shares. If any
grant under the Plan is forfeited as to any shares, such forfeited shares
shall thereafter be available for further grants under the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|5. |  | Participation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   |  | Participation in the Plan will be limited to Kurt R. Moore, President, and
Vincent J. Lombardo, Vice President and Chief Financial Officer, and any
other executive officer chosen by the Compensation Committee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   |  | Nothing in the Plan or in any grant thereunder shall confer any right on
any participant to continue in the employ of the Company or shall
interfere in any way with the right of the Company to terminate such
participant at any time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   |  | The maximum number of restricted shares that may be granted to any single
individual in any one calendar year shall not exceed 30,000 shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|6. |  | Restricted Share Grants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   |  | Subject to the last sentence of this paragraph, initial grants of
restricted shares will be made to each participant effective as of January
1, 2004, and shares subject thereto will vest on January 1, 2005. Such
initial grants of restricted shares shall not be tied to any performance
target and are limited to 9,000 shares in the case of the President and
4,500 shares each in the case of the Vice President and Chief Financial
Officer and any other executive officer selected to participate in the
Plan. Each initial grant of restricted shares made prior to the 2004
annual meeting of stockholders of the Company shall be subject to approval
of the Plan by the holders of a majority of the Companys outstanding
common stock and the subject shares will be forfeited if such approval is
not obtained.
|  
|   |  | The Compensation Committee shall establish applicable performance targets
based on earnings before taxes (EBT) of the Company and shall determine
the number of additional restricted shares that may be earned by the
participants in the Plan if the applicable performance targets are met or
exceeded. Performance targets shall be set by the Compensation Committee
for fiscal years 2004, 2005 and 2006, and the number of additional
restricted shares that may be earned with respect to each performance
target for each such fiscal year shall also be set by the Compensation
Committee.                                                                                                                                                                                                                             
|  
|   |  | At the end of a fiscal year, if the Compensation Committee determines,
after consultation with management and the Companys independent auditors,
that EBT for a particular fiscal year meets or exceeds one or more of the
performance targets, each participant shall receive, with respect to such
fiscal year and the targets met or exceeded, the number of restricted
shares provided for by the Compensation Committee . Each such grant of
restricted shares awarded for a particular fiscal year shall vest on
January 1 of the second fiscal year following the fiscal year for which
such award was made. Accordingly, grants awarded for fiscal 2004 will
vest on January 1, 2006; grants awarded for fiscal 2005 will vest on
January 1, 2007; and grants awarded for fiscal 2006 will vest on January
1, 2008.     

3



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##### 





|   |  | No later than December 15 of the year in which any restricted shares
awarded under the Plan vest, the Company will credit to the participant
who received such shares an amount equal to the Fair Market Value of such
shares times the highest marginal tax rate applicable to such executive
for federal tax purposes. This amount will be withheld and applied to the
participants federal tax account.                                                                                                                                                                  
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The Compensation Committee, after appropriate consultation with management
and the Companys independent auditors, reserves the right to adjust the
final calculation of EBT if there occurs an unusual event during the
fiscal year in question that has more than a minimal impact, in the
Committees judgment, on the Companys earnings.                                                                                                                                                                                                                                
|  
|   |  | Each participant will be required to deposit shares with the Company
during the period of any restriction thereon and to execute a blank stock
power therefor.                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|   |  | Except as otherwise provided by the Compensation Committee, in the event
of a Change in Control or the termination of a participants employment
due to death, Disability, Retirement, or termination without Cause by the
Company, all restrictions on shares granted to such participant shall
lapse. On termination of a participants employment for any other reason,
including, without limitation, termination for Cause, all restricted
shares subject to grants made to such participant shall be forfeited to
the Company.                                         
|  
|   |  | Each participant who receives restricted shares will have the rights of a
stockholder with respect thereto from and after the grant thereof, in
accordance with and subject to the risks of forfeiture set forth herein.
Notwithstanding the foregoing, no recipient may transfer, assign or
encumber any restricted shares granted to him until such shares have
vested in accordance with the Plan.                                                                                                                                                                        
|  
|7. |  | Written Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|  
|   |  | Each participant to whom a grant is made under the Plan shall enter into a
written agreement with the Company that shall contain such provisions,
consistent with the provisions of the Plan, as may be established by the
Compensation Committee.                                                                                                                                                                                                                                                                                                                           
|  
|8. |  | Listing and Registration.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   |  | If the Compensation Committee determines that the listing, registration,
or qualification upon any securities exchange or under any law of shares
subject to any grant is necessary or desirable as a condition of, or in
connection with, the issuance of same, no such shares may be issued unless
such listing, registration or qualification is effected free of any
conditions not acceptable to the Compensation Committee.                                                                                                                                            
|  
|9. |  | Transfer of Participant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|   |  | Transfer of a participant from the Company to a subsidiary, from a
subsidiary to the Company, and from one subsidiary to another shall not be
considered a termination of employment. Nor shall it be considered a
termination of employment if participant is placed on military or sick
leave or such other leave of absence which is considered as continuing
intact the employment relationship; in such a case, the employment
relationship shall be continued until the date when the right to
reemployment shall no longer be guaranteed either by law or by contract.

4



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##### 





|10. |  | Adjustments.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, distribution of
assets, or any other change in the corporate structure or shares of the
Company, the Compensation Committee shall make such adjustments as it
deems appropriate in the number and kind of shares reserved for issuance
under the Plan, and in the number and kind of shares covered by grants
awarded under the Plan.
|   
|11. |  | Termination and Modification of the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    |  | The Board of Directors, without further approval of the stockholders, may
modify or terminate the Plan and from time to time may suspend, and if
suspended, may reinstate any or all of the provisions of the Plan, except
that no modification, suspension or termination of the Plan may, without
the consent of the participant affected, alter or impair any grant
previously made under the Plan.                                                              
|   
|    |  | The Compensation Committee shall be authorized to make minor or
administrative modifications to the Plan as well as modifications to the
Plan that may be dictated by requirements of federal or state laws
applicable to the Company or that may be authorized or made desirable by
such laws.                                                                                                                                                                     
|   
|12. |  | Commencement Date; Stockholder Approval; Termination Date.                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|    |  | The Plan shall commence effective with the first day of fiscal 2004,
subject to approval of the Plan at the 2004 annual meeting of
stockholders. If such approval is not obtained, the Plan will terminate,
and all grants made thereunder shall be forfeited, immediately following
such annual meeting.                                                                                                                                                           
|   
|    |  | Unless previously terminated, the Plan shall terminate at the close of
business on the last day of fiscal 2008.                                                                                                                                                                                                                                                                                                                                                     

5