Exhibit 10.2.2
 
 ASSIGNMENT AND ACCEPTANCE AGREEMENT
 
    
  Assignment and Acceptance.




---



##### 



Payments.
 
  Reallocation of Payments.
 Independent Credit Decision.
 -2-




---



##### 



Effective
Date; Notices.
 
 (i)
    
    this Assignment and Acceptance shall be executed
and delivered by Assignor and Assignee;(ii)
    
    the consent of Agent as required for an effective assignment of the Assigned Commitment
Amount by Assignor to Assignee shall have been duly obtained and shall be in full force and
effect as of the Effective Date;(iii)
    
    written notice of such assignment, together with payment instructions, addresses and related
information with respect to Assignee, shall have been given to Administrative Borrower and
Agent; Assignee shall pay to Assignor all amounts due to Assignor under this Assignment and
Acceptance; and(iv)
    
    the processing fee referred to in Section 2(b)
hereof shall have been paid to Agent.
 Schedule 1.
    Withholding Tax.
 -3-




---



##### 



Representations and Warranties.
    Further Assurances.
 Miscellaneous
 -4-




---



##### 



[ASSIGNOR]By:Title:
 -5-




---



##### 



[ASSIGNEE]By:Title:
 -6-




---



##### 



NOTICE OF ASSIGNMENT AND ACCEPTANCE
 
 Attn:




---



##### 



(A)
    
    Notice address:
 Assignee name:
 Address:Attention:Telephone:Telecopier:
 (B)
    
    Payment instructions:
 Account No.:
 At:
 Reference:
 Attention:
   Very truly yours,[NAME OF ASSIGNOR]By:Title:[NAME OF ASSIGNEE]By:Title:
 -2-




---



##### 



ACKNOWLEDGED AND ASSIGNMENT 
CONSENTED TO:AGENT:WACHOVIA BANK, NATIONAL ASSOCIATION,
as AgentBy:Title:BORROWERS*:DELTA APPAREL, INC.By:Title:M.J. SOFFE CO.By:Title:JUNKFOOD CLOTHING COMPANYBy:Title:
 
 *
    
    No signature of Borrowers required if a Default or Event of Default exists. -3-




---



##### 



EXHIBIT B
   When Average AlternateExcess Availability or
    
    Applicable
    
    ApplicableFixed Charge Coverage Ratio
    
    Prime Rate
    
    EurodollarLevel
    

Is:
    
    Margin
    
    Rate MarginLevel 1
    
    ≥ $35,000,000
or >2.5:1
    
    -.50%
    
    
    1.25
    %Level 2
    
    ≥ $25,000,000 < $35,000,000
or ≥ 2.0:1 and less than 2.5:1
    
    -.25%
    
    
    1.50
    %Level 3
    
    >15,000,000 <$25,000,000
or ≥ 1.5:1 and less than 2.0:1
    
    
    0
    %
    
    
    1.75
    %Level 4
    
    ≤ 15,000,000
or less than 1.5:1
    
    
    .25
    %
    
    
    2.00
    %




---



##### 



Section 9.6
   -2-




---



##### 



EXHIBIT C
 FORM OF GUARANTEE
 [intentionally
left blank  no document was provided by lenders]




---



##### 



EXHIBIT D
  -4-




---



##### 



th  th
 In connection with certain financing (the Financing) provided or to be provided by you as
collateral and administrative agent (together with your successors in
such capacity, Agent) and,
together with certain other financial institutions, as lenders (collectively Lenders), the
undersigned Delta Apparel, Inc. (Delta), M.J. Soffe Co. (Soffe) and Junkfood Clothing Company
(Junkfood and, together with Delta and Soffe, the Companies) each represents and warrants to
Lender the following information about such Company, its organizational structure and other matters
of interest to Lender:
 1.
    
    The full and exact name of the Company as set forth in its certificate of incorporation is
as follows:
 Delta:
    
    Delta Apparel, Inc.Soffe:
    
    M. J. Soffe Co.Junkfood:
    
    Junkfood Clothing Company
 The Companies use and own the following trade name(s) in the operation of their
business (e.g. billing, advertising, etc.):
 Delta:
    
    Delta Apparel, Quail Hollow, Fun Tees*Soffe:
    
    Soffe, Intensity Athletics*Junkfood:
    
    Junkfood, Junkfood Clothing Company
 *
    names of divisions of Delta/Soffe
 2.
    
    The Companies are registered organizations of the following type:.
 Delta:
    
    corporationSoffe:
    
    corporation
 1




---



##### 



Junkfood:
    
    corporation
 3.
    
    The Companies were organized on the following dates and under the laws of the
following states, and each Company is in good standing under laws of the state of its
organization.
 Date
    
    StateDelta:
    
    December 10, 1999
    
    GeorgiaSoffe:
    
    September 26, 2003
    
    North CarolinaJunkfood:
    
    July 13, 2005
    
    Georgia
 4.
    
    The organizational identification number of each Company issued by its jurisdiction of
organization is as follows:
 Delta:
    
    
    K950538Soffe:
    
    
    0692669Junkfood:
    
    
    0548727
 5.
    
    The Federal Employer Identification Number of the Companies are as follows:
 Delta:
    
    58-2508794Soffe:
    
    20-0262056Junkfood:
    
    20-3214619
 6.
    
    The Company is duly qualified and authorized to transact business as a foreign
organization in the following states and is in good standing in such states except as
provided below:
 Delta:
    
    Alabama, California, Florida, North Carolina, New Jersey, New York,
South Carolina, TennesseeSoffe:
    
    California, Michigan, and New JerseyJunkfood:
    
    California
 7.
    
    Since its date of organization, the names as set forth in each Companys organizational
documentation as filed of record with the applicable state authority has been changed as
follows:Soffe changed its name from MJS Acquisition Company on October 3, 2003.




---



##### 



8.
    
    Since the date of organization, the Companies have made or entered into the following
mergers or acquisitions:Delta Consolidated Corporation merged into Delta as part of the Delta Woodside
Industries reorganization in 2000.Delta formed Soffe (which was named MJS Acquisition Company) to acquire all of the outstanding
stock of M. J. Soffe Co. (which was merged into Soffe as part of that acquisition), and that
acquisition was consummated on October 3, 2003.Delta received 2,496 of the 2,500 issued and outstanding shares of the stock of Delta Apparel
Honduras, S.A. as a contribution to capital in connection with the reorganization (four
directors of Delta each own one share of the stock of Delta Apparel Honduras).Delta organized Delta Cortes, S.A. and owns 2,499 of the 2,500 issued and outstanding shares of
its stock (Robert W. Humphreys owns one share of the stock of Delta Cortes,
S.A.)Delta organized Delta Campeche, S.A. de C.V. and owns 49 of the 50 issued and outstanding shares
of its stock (Robert W. Humphreys owns one share of the stock of Delta Campeche, S.A. de C.V.).On June 30, 1998, Soffe organized and became the sole
member of SAIM. On October 20, 1998, SAIM
acquired a 50% membership interest in each of Agencias 7000 S.A. and Soha Textiles, S.A., both
Costa Rican corporations. SAIM was dissolved on July 16, 2007. Agencias 7000 S.A. and Soha
Textiles, S.A. have also been dissolved.Delta formed Junkfood to acquire substantially all of the
assets of Liquid Blaino Designs, Inc.
d/b/a Junkfood. The closing of the asset purchase transaction occurred on August 22, 2005.On October 3, 2005, Soffe acquired substantially all of the assets of Intensity Athletics Inc.On October 2, 2006, Delta acquired substantially all of
the assets of Fun-Tees, Inc. (the
Fun-Tees Acquisition).In connection with the Fun-Tees Acquisition, Delta acquired
from Fun-Tees, Inc. all of the
membership interests in Textiles La Paz, LLC and 99.9% of the participation interests in
Campeche Sportswear, S. de R.L. de C.V. (Robert H. Humphreys owns a 0.1% participation interest
in Campeche Sportswear, S. de R.L. de C.V.).Delta Apparel Honduras, S.A. owns a 99% interest in Ceiba Textiles, S de R.L. (Robert H.
Humphreys owns a 1% interest). Delta Apparel Honduras, S.A. also owns a 15% interest in Green
Valley Industrial Park, S.A.Delta is in the process of organizing and acquiring a 99% interest in Atled Holding Company
Honduras, S de R.L. (Robert H. Humphreys will own a 1% interest in Atled




---



##### 



Holding Company Honduras, S de R.L.). Atled Holding Company is in the process of organizing and
acquiring a 99% interest in La Paz Honduras, S de R.L. (Robert H. Humphreys will own a 1%
interest in La Paz Honduras, S de R.L.).9.
    
    The chief executive office and mailing address of each Company is located at the address
set forth on part 1 of Schedule 8.2 hereto.10.
    
    The books and records of the Companies pertaining to accounts, contract rights,
inventory, and other assets are located at the addresses specified on part 2 of Schedule 8.2
hereto.11.
    
    The Companies have other places of business and/or maintain inventory or other assets
only at the addresses (indicate whether locations are owned, leased or operated by third
parties and if leased or operated by third parties, their name and address) set forth on part
3 of Schedule 8.2 hereto.12.
    
    Other than set forth on part 3 of Schedule 8.2, there are no places of business or other
locations of any assets used by the Companies during the last four (4) months, except for
1201 Abiline Place, Knoxville, TN 37917 (Knoxville Distribution Center).13.
    
    There are no judgments or litigation pending by or against any Company, its subsidiaries
and/or affiliates (excluding Delta Apparel Honduras, S.A., Delta Cortes, S.A., Delta
Campeche, S.A. de C.V., Campeche Sportswear, S de R.L. de C.V., Textiles La Paz,
LLC, and Ceiba Textiles, S de R.L.) or any of its officers/principals, except as set forth
on Schedule 8.6 hereto.14.
    
    Each Company is affiliated with, or has ownership in, the corporations (including
subsidiaries) and other organizations set forth on Schedule 8.13 hereto.15.
    
    The names of the stockholders (or members or partners, including general partners and
limited partners) of the Companies and their holdings are as set forth on Schedule 8.13
hereto.16.
    
    No Company has any chattel paper (whether tangible or electronic) or instruments as of
the date hereof, except for the Junkfood Seller Note.17.
    
    There is no provision in the certificate of incorporation or by-laws of any Company (as
applicable) or the other organizational documents of any Company, or in the laws of the
State of its organization, requiring any vote or consent of it shareholders, members or
other holders of the equity interests therein to borrow or to authorize the mortgage or
pledge of or creation of a security interest in any assets of such Company or any of its
subsidiaries. Such power is vested exclusively in its Board of Directors.18.
    
    The officers of each Company and their respective titles are as follows:




---



##### 



Delta:Robert W. Humphreys
    
    President and Chief Executive OfficerDeborah H. Merrill
    
    Vice President, Chief Financial Officer, and TreasurerMartha M. Watson
    
    Vice President and SecretaryDavid Palmer
    
    Vice President and Assistant TreasurerSoffe:James F. Soffe
    
    Chief Executive OfficerKenneth D. Spires
    
    PresidentDeborah H. Merrill
    
    Vice President, Chief Financial Officer, and TreasurerAnthony M. Cimaglia
    
    Vice President of OperationsKeith Bilyeu
    
    Vice President of FinanceRobert W. Humphreys
    
    Vice PresidentMartha M. Watson
    
    Vice President and SecretaryJunkfood:Natalie Grof
    
    Chief Executive OfficerBlaine Halvorson
    
    PresidentDeborah H. Merrill
    
    Vice President, Chief Financial Office and TreasurerRobert W. Humphreys
    
    Vice PresidentMartha M. Watson
    
    Vice President and Secretary
 The following will have signatory powers as to all transactions of each Company
with Lender:
 Delta:Robert W. HumphreysDeborah H. MerrillMartha M. WatsonDavid R. PalmerSoffe:Robert W. HumphreysDeborah H. MerrillMartha M. WatsonDavid R. PalmerKenneth D. Spires
 Keith BilyeuJunkfood:Robert W. HumphreysDeborah H. MerrillMartha M. Watson




---



##### 



19.
    
    The members of the Board of Directors of each Company are:Delta: David S. Fraser, William F. Garrett, Elizabeth J. Gatewood, Robert W. Humphreys,
Dr. Max Lennon, E. Erwin Maddrey, II, Philip J. Mazzilli, Jr., Buck A. Mickel and David
PetersonSoffe: Robert W. Humphreys, E. Erwin Maddrey, II and Buck A. MickelJunkfood: Robert W. Humphreys, E. Erwin Maddrey, II, Buck A. Mickel, Natalie Grof, and
Blaine Halvorson20.
    
    At the present time, there are no delinquent taxes due (including, but not limited to, all
payroll taxes, personal property taxes, real estate taxes or income taxes).21.
    
    Certified Public Accountants for the Companies is the firm of:Name: Ernst & Young LLP
Address: Atlanta, Georgia
Partner Handling Relationship: Nick Franz
Were statements uncertified for any fiscal year?: No




---



##### 



Very truly yours,DELTA APPAREL, INC.By:
    
    (SIGNATURE)Name: Deborah H. MerrillTitle: Vice President, CFO and TreasurerM. J. SOFFE CO.By:
    
    (SIGNATURE)Name: Deborah H. MerrillTitle: Vice President, CFO and TreasurerJUNKFOOD CLOTHING COMPANYBy:
    
    (SIGNATURE)Name: Deborah H. MerrillTitle: Vice President




---



##### 



Locations
 A.
    
    Part 1  Chief Executive Office
 Delta:
    
    2750 Premiere Parkway, Suite 100, Duluth, Georgia 30097Soffe:
    
    One Soffe Drive, Fayetteville, NC 28312Junkfood:
    
    2750 Premiere Parkway, Suite 100, Duluth, Georgia 30097
 B.
    
    Part 2  Location of Books and RecordsIn addition to the locations listed in part 1, the Companies have books and records in the
following locations:Delta:
    Soffe: One Soffe Drive , Fayetteville, NC 28312
  Junkfood: 11725 Mississippi Avenue, Los Angeles California




---



##### 



C.
    
    Part 3  Locations of Inventory, Equipment and Other AssetsDelta:
 Owned/Leased/
    
    Name/Address of Lessor orAddress
    

Third Party1*
    

Third Party, as ApplicableGreenville Executive Offices
322 South Main Street
Greenville SC 29601
    
    Leased
    
    The Peace Center for the
Performing Arts
101 West Broad Street
Greenville, SC 29601Duluth Executive Offices
2750 Premiere Parkway
Suite 100
Duluth, GA 30097
    
    Leased
    
    Duke Realty LP
75 Remittance Drive, Suite 3205 
Chicago, ILFunTees Executive Office 245
Manor Avenue
Concord, NC 28025
    
    Leased
    
    Funco, Inc.
3496 Milford Court 
Concord, NC 28027Maiden Plant
P.O. Bx 37
100 West Pine Street 
Maiden, NC 28650
    
    OwnedFayette Plant
1015 Temple Avenue South,
Fayette, AL 35555
    
    OwnedClinton Distrobution Center 370
JD Yarnell Industrial Parkway
Clinton, TN 37716
    
    OwnedNew Jersey Distribution Center
Cranbury Business Park
Building #5
5 Santa Fe Way
Cranberry, NJ 08512
    
    Leased
    
    Prologis Management, Inc.
P.O. Box 198267 
Atlanta, GA 30384-8267
 
 1
    
    Indicate in this column next to applicable address whether the location is owned by the
Company, leased by the Company or owned and operated by a third party (e.g., warehouse,
processor, consignee, etc.)




---



##### 



Owned/Leased/
    
    Name/Address of Lessor orAddress
    
    Third Party1*
    
    Third Party, as ApplicableFlorida Distribution Center
11500 Miramar Parkway
Suite 100 
Miramar, FL 33025
    
    Leased
    
    Industrial Property Fund VI, LLC
P.O. Box 404685
Atlanta, GA 30384-4685California Distribution Center
13220 Orden Drive 
Santa Fe Springs, CA 90670
    
    Leased
    
    Golden Springs Development
Company, LLC 
13116 Imperial Highway
Santa Fe Springs, CA 90670Alabama Distribution Center
110 North Bypass 
Andalusia, Alabama
    
    Leased
    
    Andala Enterprises, Inc. 
P.O. Box 9414 
Pensacola, FL 32513New York Sales Offices
1431 Broadway
New York, NY 10018
    
    Leased
    
    G&S Realty 1, LLC
450 7th
Avenue  Penthouse
New York, NY 10123-0101FunTees Design
2583 Armentrout Drive 
Concord, NC
    
    Leased
    
    The Glass Interests, LLC
P.O. Box 442
Concord, NC 28026FunTees Samples
Andrews Street, Plant 10
Concord, NC
    
    Leased
    
    DPM of the Carolinas, LLC
484 Cabarrus Avenue 
Concord, NC 28027Honduras Plant (approx. 70,000
square feet)
Zip Buena Vista 
Carretera a Tegucigalapa
Villanueva, Cortes 
Honduras, C.A.
    
    Leased
    
    ZIP Buena Vista, S.A.
Carretera a Tegucigalpa 
Edificio Administrative 
Villanueva, Cortes, HondurasHonduras Plant (approx. 52,000
square feet)
Zip Buena Vista 
Carretera a Tegucigalapa
Villanueva, Cortes
Honduras, C.A.
    
    Leased
    
    ZIP Buena Vista, S.A.
Carretera a Tegucigalpa 
Edificio Administrative
Villanueva, Cortes, Honduras




---



##### 



Owned/Leased/
    
    Name/Address of Lessor orAddress
    
    Third Party1*
    
    Third Party, as ApplicableMexico Plant (Delta Campeche)
Barretera Federal 180
Clonia El Molon Tramo
Campeche-Bhamtocon,
Seybatlaya, Campeche Mexico
    
    Leased
    
    Consorcion de Servicios
de Campeche, S.A. de C.V.
Carretera antg a Hampolol K.M.
4.5 Colonia Fidel Velazquez
San Francisco de Campeche
Campeche MexicoMexico Plant
(Campeche Sportswear)
Carretera antg a Hampolot
KM 4.5 Colonie Fidel
Velazquez 
San Francisco
de Campeche
 Campeche
Mexico
    
    Leased
    
    Consorcion de Servicios
de Campeche, S.A. de C.V.
Carretera antg a Hampolol K.M.
4.5 Colonia Fidel Velazquez
San Francisco de Campeche
Campeche MexicoEl Salvador Plant
(Textiles La Paz) Km
461/2 Carretera a La
Herradura, Zona Franca El
Pedregal Rosario,
 La Paz, El Salvador
    
    Leased
    
    Zona Franca de
Exportacion el Pedregal, S.A.
Km 46 1⁄2 Carretera a La
Herradura Zona Franca El
Pedregel El Rosario
 La Paz, El
SalvadorCeiba Textiles
Plant Green Valley
Industrial Park Kilometro
26 Carretera de Occidente
Quimistan Santa Barbara, Honduras
    
    Leased
    
    Green Valley Industrial
Park S.A. de C.V. Edificio
Administrativo Kilometro 26
Carretera de Occidente
Quimistan Santa Barbara,
Honduras




---



##### 



Owned/Leased/
    
    Name/Address of Lessor orAddress
    
    Third Party1*
    
    Third Party, as ApplicableAmitex Zona Franca
San Marco Edificio No. 5
San Marco, San Salvador,
El Salvador
    
    ContractorFashion Knits S.A.
de C.V. Calle 3 S/N X 20 Y 22 Rumbo Petac Halacho,
Yucatan, Mexico
    
    ContractorAdvance Print
Works, S.A. de C.V. Calle
Hecelchacanillo S/N Intl
Entre Av.Governadores Y
Calle Tamaulipas Col.
Santa Ana CP.24050
Campeche, Campeche,
Mexico
    
    Contractor
  Name/Address
of Lessor orAddress
    
    Owned/Leased/Third Party
    Third Party, as ApplicableFayetteville Executive Offices
and Plant
One Soffe Drive
Fayetteville, NC 28312
    
    OwnedMaintenance Shop
713 Dunn Road
Fayetteville, NC 28312
    
    OwnedWarehouse
824-826 Shannon Drive
Fayetteville, NC 28303
    
    Leased
    
    Dorothy McAllister
P.O. Box 1610
Pinehurst, NC 28374Rowland Plant
13750 US 301 South 
Rowland, NC
    
    OwnedDistribution Center
    
    Leased
    
    Middle Road Properties




---



##### 



Name/Address of Lessor orAddress
    

Owned/Leased/Third Party
    

Third Party, as Applicable1030 Fort Worth Avenue
Fayetteville, NC 28312
    
    
    
    One Soffe Drive
Fayetteville, NC 28312Lansing Distribution Center
919 Filley Street
Lansing, MI 48906
    
    Leased
    
    Spadafore Distributing Company
635 Filley Street
Lansing, MI 48906California Distribution Center
13220 Orden Drive
Santa Fe Springs, CA 90670
    
    Leased
    
    Golden Springs Development
Company, LLC
13116 Imperial HighwaySanta Fe Springs, CA 90670New Jersey Distribution Center
Cranbury Business Park
Building #5
5 Santa Fe Way
Cranberry, NJ 08512
    
    Leased
    
    Prologis Management, Inc.
P.O. Box 198267

Atlanta, GA 30384-8267Florida Distribution Center
11500 Miramar Parkway
Suite 100
Miramar, FL 33025
    
    Leased
    
    Industrial Property Fund VI, LLC

P.O. Box 404685

Atlanta, GA 30384-4685Navy Exchange Building
3503 Mississippi Street
MF Recruit Store
Great Lakes, IL 60088
    
    Third Party
[assigned space in
warehouse on United States
owned naval base]Soffe Outlet Store 
49JR Road
Queens Square Shopping 
Center
Selma, NC 27576
    
    Leased
    
    Abdalla Building Partnership
c/o Carolina Apparel
PO Box 249
Selma, NC 27576All Star Lettering Co.
13220 Orden Drive 
Santa Fe Springs, CA 90670
    
    Decoration ContractorAmitex
Zona Franca San Marcas
Edificio No. 5
San Marcos,
    
    Contractor




---



##### 



Name/Address of Lessor orAddress
    
    Owned/Leased/Third Party
    
    Third Party, as ApplicableEl Salvador, C.A.Apple Tree
Zona Franca San Marco
Edificio, San Salvador
El Salvador, CA
    
    ContractorAMBAR Industries. Ltd.
Zona Franca La Vega
La Vega
Domincan Republic
    
    ContractorAMBAR Industries, Ltd.
5901 Miami Lakes Drive East
Miami Lakes, FL 33104-6140
    
    ContractorChi Fung, S.A. de C.V.
Carretera Troncol Del Norte
Km 12.5
Apopa, San Salvador
El Salvador
    
    ContractorHermonos Textiles
Zona Franca San Marco
San Salvador
    
    Contractor
  Owned/Leased/
    
    Name/Address of Lessor orAddress
    
    Third Party*
    
    Third Party, as Applicable11725 and 11727 Mississippi
Avenue, Los Angeles California
    
    Leased
    
    Mississippi Associates, Ltd.
433 N. Camden Drive, Suite 82-
Beverly Hills, CA 90210Suite 314,
525 5th Avenue,

NY NY
    
    Leased
    
    525 Building Co., LLC
c/o Olmstead Properties
575 8th Avenue #2400 
New York, NY 100183280 Industry Drive,
Signal Hill, CA 90755.
    
    Third Party
    
    Oceanaire Sportswear Inc.
(screen printer)




---



##### 



Pending Litigation
  Delta and Soffe:
  Delta:
    Soffe:




---



##### 



Junkfood:




---



##### 



Subsidiaries;
Affiliates; Capitalization
 Subsidiaries
 Delta:
 Jurisdiction ofName
    
    Incorporation
    
    Percentage OwnedM. J. Soffe Co.
    
    North Carolina
    
    
    100
    %Junkfood Clothing Company
    
    Georgia
    
    
    100
    %Delta
Apparel Honduras, S.A.
    
    Honduras
    
    
    100
    %*Delta Cortes, S.A.
    
    Honduras
    
    
    100
    %*Delta Campeche, S.A. de C.V.
    
    Mexico
    
    
    100
    %*Textiles La Paz, LLC
    
    North Carolina
    
    
    100
    %Campeche
Sportswear, S. de
R.L. de C.V.
    
    Mexico
    
    
    100
    %*Ceiba Textiles, S de R.L.
    
    Honduras
    
    
    100
    %*
  *
    
    See paragraph 8 of this Information Certificate.
  Affiliates
   Capitalization




---



##### 








---



##### 



Commitments
 Name of Lender
    
    Commitment1.
    
    
    Wachovia Bank, National Association
    
    $
    60,000,0002
    
    
    The CIT Group/Commercial Services, Inc.
    
    $
    20,000,0003.
    
    
    IDB Bank
    
    $
    20,000,000




---



##### 








---



##### 








---



##### 








---



##### 








---



##### 



Delta:
         Soffe:
 File No. of FinancingName and Address
    
    
    
    Statement/Jurisdictionof Secured Party
    
    Description of Collateral
    
    (Optional)Canon Financial
Services, Inc. 200
Commerce Square
Blvd. Burlington,
NJ 08016
    
    Equipment Lease
    
    99-5025/Cumberland
County Registrar of
DeedsCanon
Financial Services,
Inc. 200 Commerce
Square Blvd.
Burlington, NJ
08016
    
    Equipment Lease
    
    19990080369/North
Carolina Secretary of
State




---



##### 



Junkfood:
   File No. of FinancingName and Address
    
    
    
    Statement/Jurisdictionof Secured Party
    
    Description of Collateral
    
    (Optional)Continental
Business
Credit, Inc.
21031
Ventura
Boulevard,
Suite 900
Woodland
Hills, CA
91364
    
    All now existing and
future accounts
purchased by Junkfood,
instruments, chattel
paper, etc.; unpaid
sellers rights; rights
to any inventory the
sale of which creates
Accounts; reserves and
credit balances; cash
and non-cash proceeds of
Accounts, etc. blanket
filing
    
    GA #060200608281
filed on July 3,
2006.




---



##### 








---



##### 








---



##### 



*
 
 *
 
 *
 
 *
 
 *
 
 *
 
 *
 
 *
 
 *
 
 *
 *
    
    Portions of this exhibit have been omitted pursuant to a
request for confidential information and have been filed separately
with the Securities and Exchange Commission.




---



##### 



*
 *
 *
    
    Portions of this exhibit have been omitted pursuant to a
request for confidential information and have been filed separately
with the Securities and Exchange Commission.




---



##### 



Delta
 Trademarks
 DELTA EST. 1903 (Reg. No. 2,294,154)
    
    PTO registration
    
    Nov. 23, 1999HEALTHKNIT (Reg. No. 1,955,069)
    
    PTO registration
    
    Feb. 6, 1996ROYAL FIRST CLASS (Reg. No. 1,405,930)
    
    PTO registration
    
    Aug. 19, 1986PRO WEIGHT (Reg. No. 1,463,625)
    
    PTO registration
    
    Nov. 3, 1987HEALTHKNIT (Reg. No. 644,790)
    
    PTO registration
    
    Apr. 30, 1957HEALTHKNIT (Reg. No. 543,705)
    
    PTO registration
    
    June 12, 1951QUAIL HOLLOW (Reg. No. 936,138)
    
    PTO registration
    
    June 20, 1972MAGNUM WEIGHT (App. No. 76/611,106)
    
    PTO application
    
    Nov. 29, 2005FUN TEES (Reg. No. 1911515)
    
    PTO registration
    
    August 15, 1995
 
 
    
    Listed on U.S. PTO website as being registered to another entity (Chadbourn,
Inc.) Domain Names
 
 Soffe:
 Trademarks
 Owned
 ExpirationTrademark
    
    Registration Number
    
    Registration Date
    
    DateSOFFE (Word Mark)
    
    1743249
    
    Clothing, namely
jackets, jerseys, tee
shirts, shorts, sweat pants,
sweatshirts, and sweat suits
    
    1/29/1992 (renewed)




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ExpirationTrademark
    
    Registration Number
    
    Registration Date
    
    DateSOFFE DRI (Design plus Words)
    
    77012671
    
    Approved for publication 8/23/07SOFFE DRI COTTON (Design plus Words))
    
    3053916
    
    January 23, 2006SOFFE DRI SWEATS (Design plus Words)
    
    77012801
    
    Approved for publication 8/23/07SOFFE (Design plus Words)
    
    3053916
    
    January 31, 2006
 Trademark Application
    
    Application/Serial Number
    
    Application DateCape Fear Trading Company
(ITU Application)
    
    76271105
    
    June 14, 2001 The
final review before
registration has been
completed for this Intent
to Use application and it
will register in due
course as of
9/19/2007.
 Domain Names
 
 Licensed




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Domain Name
  Junkfood:
 Trademarks/Trade Names
 Mark/Name
    
    Country
    
    Application #
    
    Registration #Junk Food
    
    United States
    
    75/800,195
    
    2,589,059Junk Food
    
    Canada
    
    
    
    TMA685907Junk Food
    
    United States
    
    78/218,446Junk Food Gourmet
    
    United States
    
    78/560,398Sweet N Sour
    
    Canada
    
    1162534
    
    TMA666948Vitamin T
    
    Canada
    
    1162536
    
    Abandoned 5/29/06Vitamin T
    
    United States
    
    76/383,769
    
    2,863,263Junk
Mail
(standard character 
mark)
    
    United States
    
    78995344
    
    3286389 (registered 8/28/07)Sweet and Sour
(Design plus Words)
    
    United States
    
    78828746
    
    Opposition
period completed, a Notice
of Allowance has been
issued as of 5/22/2007




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