Exhibit 10.1

     THIS  AGREEMENT  is entered into as of October 23, 2000 between JD AMERICAN
WORKWEAR,  INC., a Delaware corporation (the "Company") and THE UNION LABOR LIFE
INSURANCE COMPANY OF AMERICA, INC., a Maryland corporation ("ULLICO").

                             W I T N E S S E T H

     WHEREAS,  the Company and ULLICO are parties to a  Securities  and Purchase
Agreement  dated April 9, 1998 (the "SPA"),  pursuant to which  ULLICO  acquired
2,500 shares,  representing  100% of the issued and outstanding  shares,  of the
Company's  Series B  Cumulative  Convertible  Preferred  Stock  (the  "Series  B
Preferred Stock"); and

     WHEREAS,  Section 8.1 of the SPA provides  that,  unless  ULLICO  agrees in
writing, the Company shall not issue any other equity security senior to or on a
parity with the Series B Preferred Stock; and

     WHEREAS,  Section 8.3 of the SPA provides  that,  unless  ULLICO  agrees in
writing,  the Company will not make any  substantial  change in the character of
its business; and

     WHEREAS,  Section 10 of the SPA provides  that ULLICO shall have a right of
first  refusal to purchase all (or any part of all) Equity  Securities  that the
Company  may from  time to time  propose  to sell and issue  after  the  Closing
Date(as defined in the SPA); and

     WHEREAS,  the Company filed a Certificate  of  Designation  of the Series B
Preferred  Stock with the  Secretary  of State of Delaware on April 9, 1998 (the
"Certificate of Designation"); and

     WHEREAS,  the Section  4(a)(1)of the  Certificate of  Designation  provides
that,  in the event that the Company  enters into any  transaction  or series of
transactions  in which 50% of the  Company's  voting power is  transferred,  the
holders of the Series B Preferred Stock shall receive certain  consideration  as
set forth in said Section 4(a); and

     WHEREAS,  Section 7(i) of the Certificate of Designation  provides that the
Conversion Price of the Series B Preferred  Stock, as defined therein,  shall be
adjusted  in the event that the  Company  issues or sells  Additional  Shares of
Common Stock, as defined therein,  for an Effective Price less than the existing
Conversion  Price (each as defined  therein),  then the Conversion  Price of the
Series B Preferred  Stock shall be adjusted as set forth in said  Section  7(i);
and
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     WHEREAS,  Section 8(c) of the Certificate of Designation  provides that, so
long as any shares of Series B Preferred Stock remain  outstanding,  the Company
will not,  without the prior written consent of the Holders of a Majority of the
Series B Preferred Stock (each term as defined therein),  issue any other equity
security senior to or on a parity with the Series B Preferred Stock;

     WHEREAS, ULLICO is the holder of the Company's Warrant No. 1 dated April 9,
1998,  pursuant to which  ULLICO is entitled to purchase  799,000  shares of the
Company's  Common  Stock in  accordance  with the term  thereof  (the  "Existing
Warrant"); and

     WHEREAS,  the  Existing  Warrant  provides for certain  adjustments  to the
Existing Warrant in the event that the Company issues  additional  shares of the
Company's Common Stock as set forth in Section 4(C) of the Existing Warrant; and

     WHEREAS,  the  Company  may  enter  into  stock  purchase  agreements  with
established  corporations  and may sell equity  securities  to raise capital for
future needs.

     NOW THEREFORE,  in consideration of the mutual  agreements set forth herein
and for other good and valuable  consideration  the receipt and  sufficiency  of
which is hereby acknowledged, the parties hereto agree as follows:

1.  ULLICO  represents and warrants that it is the holder of 3,208 shares of the
    Company's Series B Preferred Stock represented by certificate,  which shares
    have not been sold, transferred, assigned, pledged or otherwise hypothecated
    in any way.  ULLICO  also  stipulates  that it is the  holder  of  1,032,500
    warrants to purchase common stock.

2.  ULLICO  hereby  consents to the  execution of the Patina  Agreement  and the
    Patina  Amendment,  Rhode Island Truck and Equipment,  Inc and International
    Commerce and Finance, Inc., and to the closing of the acquisitions or future
    ventures  contemplated  thereby.  In  connection  therewith,  ULLICO  hereby
    consents  to the  issuance  of the  Series  C  Preferred  Stock  by  JDAW as
    consideration for the shares of all the above acquisitions or ventures.

3.  ULLICO  hereby  consents to future  Private  Placements  and the issuance of
    shares of the  Company's  Preferred or Common  Stock for capital  raising as
    long as the stock does not sell for or convert at less than $1.00 per share.

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4.  ULLICO  hereby  expressly  waives its Right of First Refusal as set forth in
    Section 10 of the SPA as long as all equity is issued at or above  $1.00 per
    share.

5.  ULLICO  hereby  expressly  waives any rights that it may have to receive any
    consideration  under  Section  4(a)and  Section  8  of  the  Certificate  of
    Designation of 12% Convertible  Series B Preferred Stock for all stock to be
    issued in  conjunction  with stock purchase  agreements and capital  raising
    transactions  by the  Company  as long as all  equity  is issued at or above
    $1.00 per share.

6.  ULLICO  hereby  expressly  waives any rights  that it may have to adjust the
    Conversion  Price of the Series B Preferred  Stock under Section 7(1) of the
    Certificate  of  Designation as a result of the issuance of any stock by the
    Company as long as all equity is issued at or above $1.00 per share.

7.  ULLICO hereby  expressly waives the right for any future warrants that would
    normally have been included with any payment of PIK dividends.

8.  ULLICO  hereby  expressly  waives any rights  that it may have to  mandatory
    redemption in the Certificate of Designation, Section 5 (c) and 5 (d)(ii).

9.  ULLICO  agrees to extend  the PIK  dividend  period  in the  Certificate  of
    Designation,  Section 2 (a)(iii) to the sixth  anniversary  of contract with
    the final payment due on May 31,  2004.The PIK dividend  received  beginning
    with November 30, 2000 will have a conversion rate of $1.00 per share.

10. ULLICO  agrees  that the  dividend  rate  stipulated  to in the SPA shall be
    reduced from 12% to 6% per annum  beginning  June 1, 2000 with the amendment
    to the Certificate of Designation to be filed with the appropriate Secretary
    of State.  ULLICO  further agrees that it will receive a cash dividend equal
    to six percent in lieu of stock during the PIK Dividend  period in the event
    that the Series C Preferred has more than 50% of the original  amount issued
    outstanding  at the end of each extended PIK period.  In the event that less
    than 50% of the originally issued Series C Preferred is outstanding then the
    cash  dividend  required  to be paid is on a pro rata  basis of  outstanding
    shares to the original amount of shares issued.

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11. The  Redemption  Premium shall be redefined to provide an IRR (as defined in
    the  Certificate  of  Designation)  to 20% of the original  investment.  The
    redemption  provision is further amended to allow for the redemption of half
    or more of the outstanding Series B Preferred at any time.

12. The signing of this consent  shall be  considered a permanent  waiver of the
    rights  above  by  ULLICO,  provided  that  the  transactions  set  forth in
    paragraph 2 are completed.

13. In the event of a secondary offering, common stock held by ULLICO whether by
    conversion or exercise of warrants shall be included at ULLICO's option.

     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed by their  respective  duly  authorized  officers as of the day and year
first above written.

                                          JD AMERICAN WORKWEAR, INC.


                                          By: /s/ David N Debaene
                                             -----------------------------
                                             David N. DeBaene, President


                                          THE UNION LABOR LIFE INSURANCE COMPANY


                                          By: /s/Herbert C Canapary
                                             -----------------------------
                                          Name:  Herbert C Canapary
                                          Title: V P Investments

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