**Exhibit 10.13**EMPLOYMENT AGREEMENT          THIS EMPLOYMENT AGREEMENT is entered into as of January 1, 2007 between Ablest Inc., aDelaware corporation (the “Company”), and Charles H. Heist (“Executive”).WITNESSETH:          WHEREAS, the Company and Executive desire to enter into this Agreement to insure the Companyof the services of Executive, to provide for compensation and other benefits to be paid andprovided by the Company to Executive in connection therewith, and to set forth the rights andduties of the parties in connection therewith;          NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties herebyagree as follows:     1. Employment.          (a) Title. The Company hereby employs Executive as Chairman of the Board ofDirectors**,**and Executive hereby accepts such employment, on the terms and conditions set forthherein.          (b) Duties. During the term of this Agreement, Executive shall be and have the title,duties and authority of Chairman of the Board of the Company and shall devote his entire businesstime and all reasonable efforts to his employment and shall perform diligently such duties as arecustomarily performed by the Chairman of the Board of companies the size and structure of theCompany, together with such other duties as may be reasonably required from time to time by theBoard of Directors of the Company.          (c) Outside Interests. Executive shall not, without the prior written consent of theCompany, directly or indirectly, during the term of this Agreement, other than in the performanceof duties naturally inherent to the business of the Company and in furtherance thereof, renderservices of a business, professional or commercial nature to any other person or firm, whether forcompensation or otherwise; provided, however, that Executive may attend to outside investments, andserve 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-timeemployment hereunder.     2. Term. Subject to the provisions for termination hereinafter provided, the term ofthis Agreement shall begin on January 1, 2007 and shall end at 11:59 p.m., local time, on thesecond anniversary of January 1, 2007 (the “Term”). In the event of a Change in Control, the Termshall end as of the second anniversary of the date of the Change in Control.     3. Compensation.          (a) Salary. For all services he may render to the Company during the term of thisAgreement, the Company shall pay to Executive the following salary in those installmentscustomarily used in payment of salaries to the Company’s senior executives (but in no event lessfrequently than monthly):               (i) for calendar year 2007, an annual salary of two hundred, thirty-two thousand, eighthundred Dollars ($232,800)               (ii) for the calendar year beginning on January 1, 2008, and for each calendar year thereafterduring the Term of this Agreement, a salary determined by the Compensation Committee, which in noevent shall be less than the annual salary that was payable by the Company to Executive under thisParagraph 3(a) for the immediately preceding calendar year.          (b) Bonus. Executive shall be entitled to participate in any bonus programimplemented by the Compensation Committee of the Board of Directors for the Company’s seniorexecutives generally, with pertinent terms and goals to be established annually or otherwise by theCompensation Committee in its sole discretion. The target incentive award for 2007 shall be 20% ofthe annual base salary.          (c) Benefits. Executive shall be entitled, subject to the terms and conditions of theappropriate plans, to benefits provided by the Company to senior executives generally from time totime during the term of this Agreement.Page 2
 

 
          (d) Business Expenses. Upon delivery of proper documentation therefore Executiveshall be reimbursed for all travel, hotel and business expenses when incurred on Company businessduring the term of the Agreement.          (e) Perquisites. Executive shall be entitled to such perquisites, including use of anautomobile, as are provided by the Company to senior executives generally from time to time duringthe term hereof.     4. 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 aperiod equal to the lesser of (i) twelve (12) months following the date of such death or Disabilityor (ii) the balance of the term remaining hereunder at such date (but in no event less than six (6)months), the Company shall continue to pay to Executive (or his estate) Executive’s then effectiveper annum rate of salary, as determined under Paragraph 3(a), and provide to Executive (or to hisfamily members covered under his family medical coverage) the same family medical coverage asprovided to Executive on the date of such death or Disability.          (b) Except as otherwise provided in Paragraph 4(a), in the event of Executive’s death orDisability Executive’s employment hereunder shall terminate and Executive shall be entitled to nofurther compensation or other payments or benefits under this Agreement, except as to any unpaidsalary, bonus, or benefits accrued and earned by him up to and including the date of such death orDisability.          (c) For purposes of this Agreement, Executive’s Disability shall be deemed to have occurredafter one hundred eighty (180) consecutive days during which Executive, by reason of his physicalor mental disability or illness, shall have been unable to discharge his duties hereunder. Thedate of Disability shall be such one hundred eightieth (180th) day. If the Company orExecutive, after receipt of notice of Executive’s Disability from the other, dispute thatExecutive’s Disability shall havePage 3
 

 
occurred, Executive shall promptly submit to a physical examination by a qualified physicianin the Tampa or Clearwater, Florida, metropolitan area selected by the Company and, unless suchphysician shall issue his written statement to the effect that in his or her opinion, based on hisor her diagnosis, Executive is capable of resuming his employment and devoting his full time andenergy to discharging his duties within thirty (30) days after the date of such statement, suchDisability shall be deemed to have occurred.          (d) The payments to be made by the Company to Executive hereunder shall be offset and reducedby 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 underCompany-wide employee benefit and welfare plans.     5. Termination          (a) The employment of Executive under this Agreement:               (i) shall be terminated automatically upon the death or Disability of Executive;               (ii) may be terminated for Cause at any time by the Company, with any such termination notbeing in limitation of any other right or remedy the Company may have under this Agreement orotherwise;               (iii) may be terminated at any time by the Company without Cause with 30 days’ advance noticeto Executive;               (iv) may be terminated at any time by Executive with thirty (30) days’ advance notice to theCompany;               (v) may be terminated at any time by Executive if the Company materially breaches thisAgreement and fails to cure such breach within thirty (30) days of written notice of such breachfrom Executive, provided that Executive has given notice of such breach within ninety (90) daysPage 4
 

 
after he has knowledge thereof and the Company did not have Cause to terminate Executive atthe time such breach occurred;               (vi) shall be terminated automatically at 11:59 p.m., local time, on the second anniversary ofthe date hereof, or in the event of a Change in Control prior to such date, at 11:59 p.m. localtime on the second anniversary of the date of the Change in Control, if later;               (vii) may be terminated at any time by Executive if, in the event of a Change in Control,Executive is required to relocate to a location more than forty (40) miles from the location of theCompany’s headquarters on the date of this Agreement; or               (viii) may be terminated at any time by Executive if, within twelve (12) months following aChange in Control,the Company materially curtails or diminishes Executive’s duties andresponsibilities. Materiality, for purposes of this paragraph, shall include, but not be limitedto, inserting an employee between Executive and the Board of Directors, or between Executive andhis direct reports, or excluding Executive from the strategic planning process.          (b) Upon any termination hereunder, Executive shall be deemed automatically to have resignedfrom all offices and any directorship held by him in the Company, unless the Company informsExecutive otherwise.          (c) Executive’s employment with the Company for all purposes shall be deemed to haveterminated 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 makepayments or provide benefits to Executive after such date. In addition, the Executive’stermination of employment must meet the requirements for a “separation from service” within themeaning of Code Section 409A in order for the termination payments described in Section 6 andSection 7 to be paid.     6. Certain Termination Payments.          (a) If Executive’s employment with the Company is terminated by the Company without Causeother than within two years following a Change in Control, or is terminated by ExecutivePage 5
 

 
pursuant to Paragraph 5(a)(v) or Paragraph 5(a)(vii), the Company shall (i) continue to pay toExecutive the per annum rate of salary under Paragraph 3(a) and provide him and his family with thebenefits described in Paragraph 3(c) then in effect (unless the terms of the applicable plansexpressly 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, inwhich case the Company shall procure and pay for substantially similar substitute benefits exceptfor any pension or 401(k) Plan benefit, or unless continued coverage would cause an excise tax tobe due under Code Section 409A, in which event the period of continued coverage shall be reduced tosuch period as would not result in an excise tax) for a period equal to the lesser of (A) twelve(12) months or (B) the remainder of the term of this Agreement, and (ii) pay Executive on or beforethe thirtieth day after the Date of Termination an amount equal to the target bonus opportunity forthe year in which such termination occurs. Notwithstanding the foregoing, if Executive is aspecified employee within the meaning of Code Section 409A, the continuing salary paymentsdescribed in clause (i) and the bonus payment described in clause (ii) shall not be paid until thefirst day of the seventh month following the month in which the Executive’s termination fromemployment occurs. In such event, the salary payments that would have been made but for the delayshall be accumulated and paid in a lump sum on the first date that payment may be made.          (b) If Executive’s employment is terminated by the Company with Cause or by Executive pursuantto Paragraph 5(a)(iv), Executive shall be entitled to no further compensation or other payments orbenefits under this Agreement, except as to that portion of any unpaid salary and benefits accruedand earned by him under Paragraphs 3(a) and 3(c) hereof up to and including the Date ofTermination.     7. Change in Control Termination Payments.          (a) Executive will be entitled to the compensation set forth in Paragraph 7(b) hereof (the“CIC Compensation”) if his employment is terminated within two years after a Change in ControlPage 6
 

 
by the Company without Cause or by Executive pursuant to Paragraph 5(a)(viii) (the “CICTrigger”). Notwithstanding the foregoing, Executive will not be entitled to CIC Compensation inthe event of a termination of his employment following a Change in Control on account of his Death,Disability, or termination by him pursuant to Paragraph 5(a)(iv).          (b) In the event of a CIC Trigger, Executive shall be entitled to the CIC Compensationprovided below:               (i) In lieu of any further salary, bonus or other payments to Executive for periods subsequentto the Date of Termination, the Company shall pay to Executive not later than the tenth dayfollowing the Date of Termination a cash amount equal to two times Executive’s annual base salaryin effect on the Date of Termination. Notwithstanding the foregoing, if Executive is a specifiedemployee within the meaning of Code Section 409A, the payment described herein shall not be paiduntil the first day of the seventh month following the month in which the Executive’s terminationfrom employment occurs.               (ii) Until the earlier of Executive’s death or the end of the twelve (12) month periodfollowing the Date of Termination, the Company shall arrange to provide Executive life, health,disability and accident insurance benefits and the package of “Executive benefits” substantiallysimilar to those which Executive was receiving immediately prior to the Date of Termination, orimmediately prior to a Change in Control, if greater, provided that Executive shall be obliged tocontinue 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 ofTermination, to the end that the Options shall be immediately exercisable for the duration of theirrespective original terms.          (c) If the CIC Compensation hereunder, either alone or together with other payments toExecutive from the Company, would constitute an “excess parachute payment” (as defined in SectionPage 7
 

 
280G of the Internal Revenue Code of 1986, as amended from time to time (the “Code”)), suchCIC Compensation shall be reduced to the largest amount that will result in no portion of thepayments hereunder being subject to the excise tax imposed by Section 4999 of the Code or beingdisallowed as deductions to the Company under Section 280G of the Code.     8. Definitions.          (a) “Beneficial Owner” shall have the meaning provided in Rule 13d-3 promulgated under theExchange Act.          (b) “Cause” means:               (i) Executive’s conviction of, plea of “no contest” to, or entry into a pretrial interventionprogram associated with, a felony or a first degree misdemeanor;               (ii) Executive’s engaging in an act or series of acts of misconduct or negligent behavior thatresult in demonstrable injury to the Company, including without limitation, injury to the Company’sbusiness, financial condition or reputation. or               (iii) Executive’s material breach of any provision of this Agreement, which breach has notbeen cured in all material respects within twenty (20) days after the Company gives notice thereofto Executive; provided, however, that the cure provision of this clause (iii) shallnot apply if Executive has previously been provided with notice of a material breach pursuant tothis provision arising out of substantially similar conduct and cured such breach, and thereafteris committing another material breach of any provision of this Agreement.          (c) “Change in Control” occurs when:               (i) any “Person”, other than the C. H. Heist Intervivos Trust, the lineal descendants ofCharles H. and Clydis D. Heist, and any trusts for the benefit of their lineal descendants(collectively, the “Heist Family”), and other than any trustee or fiduciary on behalf of anyCompany benefit plan, becomes the “Beneficial Owner” of securities of the Company having at least30% of the voting power of the Company’s then outstanding securities (unless the event causing the30% thresholdPage 8
 

 
to be crossed is an acquisition of securities directly from the Company) but only if at thetime 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 theCompany, or any going private transaction subject to Rule 13e-3 of the rules and regulationspromulgated under the Securities Exchange Act of 1934, or any sale of all or substantially all ofthe Company’s assets in one or a series of related transactions, or any combination of theforegoing transactions (the “Transactions”), other than a Transaction in which the HeistFamily or any trust or Person included within the Heist Family is the Beneficial Owner of 40% ormore 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 thebeginning of such period (the “Disinterested Directors”) cease (for any reason other thandeath) to constitute at least a majority of the Board or the board of directors of a successor tothe Company, with, for this purpose, any director who was not a director at the beginning of suchperiod being deemed to be a Disinterested Director if such director was elected to the Board by, oron the recommendation of or with the approval of, at least two-thirds of the directors who thenqualified as Disinterested Directors, so long as such director was not nominated by a person whohas 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 Actof 1934, as amended (the “Exchange Act”) and as used in Sections 13(d) and 14(d) thereof, and shallinclude a “group” (as defined in Section 13(d) of the Exchange Act).     9. Certain Covenants           (a) Noncompete and Nonsolicitation. Executive acknowledges the Company’s reliance onand expectation of Executive’s continued commitment to performance of his duties andPage 9
 

 
responsibilities during the term of this Agreement. In light of such reliance andexpectation, during the term hereof and for two years after termination of Executive’s employmentand this Agreement under Paragraph 5 hereof, other than termination by the Company without Cause ortermination by Executive pursuant to Paragraph 5(a)(v), Executive shall not, directly orindirectly, do or suffer any of the following:               (i) Own, manage, control or participate in the ownership, management, or control of, or beemployed or engaged by or otherwise affiliated or associated as a consultant, independentcontractor or otherwise with, any corporation, partnership, proprietorship, firm, association orother business entity, or otherwise engage in any business, which is in competition with thebusiness 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 tradedsecurities 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 otherwisesolicit the association in business with any person or entity of, any employee, consultant or agentof 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 theCompany and following termination of such employment, Executive will not disclose (except asrequired by his duties to the Company), any concept, design, process, technology, trade secret,customer list, plan, embodiment or invention, any other intellectual property (“IntellectualProperty”) or any other confidential information, whether patentable or not, of Company ofwhich Executive becomes informed or aware during his employment, whether or not developed byExecutive. In the event of the termination of his employment with the Company or the expiration ofthis Agreement, Executive will return to the Company all documents, data and other materials ofwhatever nature, including, withoutPage 10
 

 
limitation, drawings, specifications, research, reports, embodiments, software and manualsthat pertain to his employment with the Company or to any Intellectual Property and shall notretain or cause or allow any third party to retain photocopies or other reproductions of theforegoing.          (c) Executive expressly agrees and understands that the remedy at law for any breach by him ofthis Paragraph 9 may be inadequate and that the damages flowing from such breach are not easilymeasured in monetary terms. Accordingly, it is acknowledged that, upon adequate proof ofExecutive’s violation of any provision of this Paragraph 9, the Company shall be entitled toimmediate injunctive relief and may obtain a temporary order restraining any threatened or furtherbreach and may withhold any amounts owed to Executive pursuant to this Agreement. Nothing in thisParagraph 9 shall be deemed to limit the Company’s remedies at law or in equity for any breach byExecutive of any of the provisions of this Paragraph 9 that may be pursued by the Company.          (d) If Executive shall violate any legally enforceable provision of this Paragraph 9 as towhich there is a specific time period during which he is prohibited from taking certain actions orfrom engaging in certain activities, as set forth in such provision, then, in such event, suchviolation shall toll the running of such time period from the date of such violation until suchviolation shall cease.          (e) Executive has carefully considered the nature and extent of the restrictions upon him andthe rights and remedies conferred upon the Company under this Paragraph 9, and hereby acknowledgesand agrees that the same are reasonable in time and territory, are designed to eliminatecompetition that otherwise would be unfair to the Company, do not stifle the inherent skill andexperience of Executive, would not operate as a bar to Executive’s sole means of support, are fullyrequired to protect the legitimate interests of the Company and do not confer a benefit upon theCompany disproportionate to the detriment to Executive. 10. Withholding Taxes. All payments to Executive hereunder shall besubject to withholding on account of federal, state and local taxes as required bylaw.Page 11
 

 
 11. No Conflicting Agreements. Executive represents and warrants that heis not a party to any agreement, contract or understanding, whether an employmentcontract or otherwise, that would restrict or prohibit him from undertaking orperforming employment in accordance with the terms and conditions of this Agreement.  12. Severable Provisions. The provisions of this Agreement are severableand if any one or more of its provisions is determined to be illegal or otherwiseunenforceable, in whole or in part, the remaining provisions and any partiallyunenforceable provision to the extent enforceable in any jurisdiction neverthelessshall be binding and enforceable.  13. Binding Agreement. The rights and obligations of the Company underthis Agreement shall inure to the benefit of, and shall be binding on, the Company andits successors and assigns, and the rights and obligations (other than obligations toperform services) of Executive under this Agreement shall inure to the benefit of, andshall be binding upon, Executive and his heirs, personal and legal representatives,executors, successors and administrators. The Company may assign this Agreement to apurchaser (or an affiliate of a purchaser) of all or substantially all of the assetsof the Company; provided, however, that this provision shall not haveany effect for purposes of determining whether a Change of Control has occurredhereunder. As used in this Agreement, the “Company” shall mean the Company ashereinbefore defined and any successor or assign to its assets as aforesaid thatbecomes bound by all the terms and provisions of this Agreement. If the Executiveshould die while any amounts are still payable to him, all such amounts, unlessotherwise provided herein, shall be paid in accordance with the terms of thisAgreement to the Executive’s devisee, legatee, or other designee of, if there be nosuch designee, to the Executive’s estate.  14. Notices. Notices and other communications hereunder shall be inwriting and shall be deemed to have been duly given when sent by certified mail,postage prepaid, addressed toPage 12
 

 
   the intended recipient at the address set forth at the end of this Agreement, or atsuch other address as such intended recipient hereafter may have designated mostrecently to the other party hereto with specific reference to this Paragraph 14.  15. Consent to Jurisdiction. Executive and the Company each irrevocably:(i) submits to the exclusive jurisdiction of the Florida courts and the United Statesdistrict court(s) in Florida for the purpose of any proceedings arising out of thisAgreement or any transaction contemplated by this Agreement; (ii) agrees not tocommence such proceeding except in these courts; (iii) agrees that service of anyprocess, summons, notice or document by U.S. registered mail to a party’s address asprovided 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 thesecourts.  16. Waiver of Jury Trial. Each party waives, to the fullest extentpermitted by law, any right he or it may have to a trial by jury in respect of anysuit, action or proceeding arising out of this Agreement or any transactioncontemplated by this Agreement. Each party certifies that no representative, agent orattorney of any other party has represented, expressly or otherwise, that such otherparty would not, in the event of litigation, seek to enforce this waiver; andacknowledges that he or it and the other party have been induced to enter into thisAgreement by, among other things, the mutual waivers and certifications in thisParagraph 16.  17. Waiver. The failure of either party to enforce any provision of thisAgreement shall not in any way be construed as a waiver of any such provision as toany future violation thereof, or prevent that party thereafter from enforcing each andevery other provision of this Agreement. The rights granted the parties herein arecumulative and the waiver of any single remedy shall not constitute a waiver of suchparty’s right to assert all other legal remedies available to it under thecircumstances.
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 18. Governing Law. This Agreement shall be governed by and construedaccording to the internal laws of the State of Florida, excluding any choice of lawrules that may direct the application of the laws of another jurisdiction.  19. Captions and Paragraph Headings. Captions and paragraph headingsused herein are for convenience and are not a part of this Agreement and shall not beused in construing it.  20. Legal Fees. If any legal action is required to enforce Executive’srights under this Agreement, Executive shall be entitled to recover from the Companyany expenses for attorneys’ fees and disbursements reasonably incurred by him if he isthe prevailing party.  21. No Obligation To Mitigate. Executive shall not be required tomitigate the amount of any payment provided for under this Agreement upon terminationof his employment by the Company without Cause by seeking other employment orotherwise after such termination, nor shall the amount of any such payment providedfor under this Agreement be reduced by any compensation earned by Executive aftersuch termination as the result of his employment by another employer.  22. Sale of Assets. For the avoidance of doubt, if the Company sellsall or substantially all of its assets and the purchaser or an affiliate of thepurchaser assumes this Agreement or offers Executive employment on substantially thesame terms as contained herein, Executive’s not accepting such offer shall constitutetermination of employment hereunder by Executive pursuant to Section 5(a)(iv) andshall not entitle him to any payments under Paragraphs 6(a) or 7; provided,however, that this provision shall not have any effect for purposes ofdetermining whether a Change of Control has occurred hereunder.Page 14
 

 
 23. Time For Bringing an Action. Any legal action or proceeding withrespect to this Agreement must be brought within one year (365 days) after the day thecomplaining party first knew or should have known, with the exercise of reasonablediligence, of the events giving rise to the complaint.     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first setforth above.         EXECUTIVE:           /s/ Charles H. Heist           Name: Charles H. Heist           ABLEST INC.           By: /s/ Kurt R. Moore    Name:  Kurt R. Moore, President and CEO  Page 15