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                                                                    EXHIBIT 10.7

                    Independent Directors' Stock Option Plan
                               dated May 16, 2000



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                                   ABLEST INC.
                    INDEPENDENT DIRECTORS' STOCK OPTION PLAN

TITLE AND PURPOSE.

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

ADMINISTRATION AND CONSTRUCTION OF THE PLAN.

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

NUMBER OF SHARES AVAILABLE.

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

LIMITATION ON AMENDMENTS TO THE PLAN.

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

PARTICIPATION.

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

NONQUALIFIED OPTIONS.

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

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

PRICE.

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

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


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CASH EXERCISE.

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

CASHLESS EXERCISE.

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

VESTING; TERM; MINIMUM EXERCISE.

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

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

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

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

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

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

DEATH OR DISABILITY.

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

RETIREMENT.

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

CESSATION OF SERVICE.

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


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removal shall be forfeited.


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

CHANGE IN CONTROL.

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

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

         (i) Act of 1934, as amended (the "Act") and as used in Sections 13(d)
and 14(d) thereof, including a "group" as defined in Section 13(d) of the Act),
except (A) Clydis D. Heist and her lineal descendants and any trust for the
benefit of her lineal descendants (collectively, the "Heist Family") and (B) any
trustee or fiduciary of any Company benefit plan, becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Act) of securities of the Company having at
least [25%] of the voting power of the Company's then outstanding securities
(unless the event causing the 25% threshold to be crossed is an acquisition of
securities directly from the Company) but only if at the time of such person's
becoming the beneficial owner of such voting power, the Heist Family no longer
holds a majority of the outstanding shares of the Company's common stock; or

         (ii) the shareholders of the Company shall approve any merger or other
business combination of the Company, any sale of all or substantially all of the
Company's assets in one or a series of related transactions or any combination
of the foregoing transactions (the "Transactions"), other than a Transaction
immediately following which the shareholders of the Company immediately prior to
the Transaction own greater than 50% of the voting securities of the surviving
company (or its parent) (or, in a sale of assets, of the purchaser of the
assets) immediately following the Transaction; or

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

WITHHOLDING OF TAXES.

The Company may require, as a condition to any grant under the Plan or to the
delivery of certificates for shares issued hereunder, that the grantee pay to
the Company, in cash, any federal, state or local taxes of any kind required by
law to be withheld with respect to any grant or any delivery of shares. The
Company, in its sole discretion, may permit participants to pay such taxes
through the withholding of shares otherwise deliverable to such participant in
connection with such grant or the delivery to the Company of shares otherwise
acquired by the Independent Director. The Fair Market Value of shares withheld
by the Company or tendered to the Company for the satisfaction of tax
withholding obligations under this section shall be determined on the date such
shares are withheld or tendered. The Company, to the extent permitted or
required by law, shall have the right to deduct from any payment of any kind
otherwise due to a grantee any federal, state or local taxes of any kind
required by law to be withheld with respect to any grant or delivery of shares
under the Plan, or to retain or sell without notice a sufficient number of the
shares to be issued to such grantee to cover any such taxes, provided that the
Company


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

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

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

WRITTEN AGREEMENT.

Each Independent Director to whom a grant is made under the Plan shall enter
into a written agreement with the Company that shall contain such provisions,
consistent with the provisions of the Plan, as may be established by the
Company.

TRANSFERABILITY.

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

ADJUSTMENTS.

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

LISTING AND REGISTRATION.

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


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DURATION OF PLAN.

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



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