CERTIFICATE OF DESIGNATION

                                       OF

                     SERIES C 6% CONVERTIBLE PREFERRED STOCK

                                       OF
                        ---------------------------------
                           JD AMERICAN WORKWEAR, INC.
                            (A DELAWARE CORPORATION)
                        ---------------------------------

                    (PURSUANT TO SECTION 151 OF THE GENERAL
                   CORPORATION LAW OF THE STATE OF DELAWARE)

                          * * * * * * * * * * * * * * *

     JD American Workwear,  Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY THAT:

     FIRST: The Corporation was incorporated in the State of Delaware on January
19, 1994.

     SECOND:  Pursuant to authority conferred upon the Board of Directors by the
Certificate of Incorporation of the Corporation, under the provisions of Section
151 of the  General  Corporation  Law of the State of  Delaware,  the  following
resolutions  were duly  adopted  by  unanimous  written  consent of the Board of
Directors dated October 1, 1999,  which  resolutions are still in full force and
effect  and are not in  conflict  with  any  provisions  of the  Certificate  of
Incorporation or By-Laws of the Corporation:

     RESOLVED,  that pursuant to the authority  vested in the Board of Directors
of this  Corporation by Section 151 of the General  Corporation Law of the State
of  Delaware  and in  accordance  with  the  provisions  of its  Certificate  of
Incorporation,  as amended,  a class of preferred stock of the Corporation to be
known as Series C 6% Convertible  Preferred Stock is hereby created and provided
for and the Board of Directors  hereby  fixes,  states and  expresses the terms,
designation,  relative rights,  preferences and limitations of such class in the
particulars  required by but not  specifically  set forth in said Certificate of
Incorporation, or any amendment thereto, as follows:

     1. DESIGNATION. The Board of Directors does hereby provide for the issue of
a new class of Preferred Stock of the Corporation, to be designated and known as
Series C 6% Convertible Preferred Stock ("Series C Preferred Stock").

     2.  NUMBER  OF  SHARES.  The  number of shares  constituting  the  Series C
Preferred  Stock  shall be and the same  hereby  is  fixed  at  twenty  thousand
(20,000).

     3. STATED  CAPITAL.  The amount to be  represented in stated capital at all
times and the par value for each  share of  Series C  Preferred  Stock  shall be
$1,000.00.

     4. RANK.  The Series C Preferred  Stock  shall,  with  respect to rights on
redemption  and  liquidation,  rank (i)  junior to any other  class or series of
Preferred  Stock  previously  issued  or to be  issued  per  purchase  right  or
designation  terms; and (ii) senior and prior to any other equity  securities of
the Corporation,  including all classes of the Common Stock, $.002 par value per
share (the "Common Stock" or "Common  Shares"),  of the  Corporation  except any
class or series  of  Preferred  Shares  previously  issued  or to be issued  per
purchase right or designation terms.
<PAGE>
     5.  DIVIDENDS.  (a) Each holder of shares of Series C Preferred Stock shall
be  entitled  to  receive,  out of funds  legally  available  for such  purpose,
cumulative  dividends at the annual rate of 6%. Such dividends  shall be payable
in arrears in equal  annual  payments  (except for  dividends  on account of any
partial  annual  period  commencing  with the date of  issuance of such Series C
Preferred Stock) on September 30 of each year ("Dividend  Payment Date") (and if
any Dividend  Payment Date is not a business day, such dividend payment shall be
made on the next  following  business  day, and such  extension of time shall be
included in computing such dividend  payment)  commencing on September 30, 2000,
to holders on the record date therefor, in preference to dividends on the Common
Stock.  Until the effective date of the registration  statement to be filed with
the Securities and Exchange  Commission in connection  with the  registration of
the public resale of the Common Stock issuable to the holders upon conversion of
the Series C Preferred Stock (the "Resale Registration Statement"), the dividend
shall be payable in shares of Common Stock by issuing  additional fully paid and
nonassessable  shares of Common Stock having a fair market value  (determined in
accordance with Section 7(e)), as nearly equal as possible to (but not in excess
of) such cash  dividends.  Dividends  shall cease to accrue after the  effective
date of the Resale  Registration  Statement.  On each Dividend Payment Date, the
Board of Directors  shall declare and pay, and the  Corporation  shall issue, in
lieu of such cash dividends and in payment  thereof,  additional  fully paid and
nonassessable  shares of Common Stock having a fair market value as nearly equal
as possible to (but not in excess of) such cash dividends.  Such dividends shall
accrue on a daily basis from the date of issuance of such shares.  Each dividend
payment on each share of Series C Preferred  Stock  shall be issued,  and may be
transferred,  only in denominations which are integral multiples of one share of
Common Stock.

          (b)  Holders of the Series C  Preferred  Stock  shall be  entitled  to
receive the  dividends  provided for in Section 5(a) hereof in preference to and
in priority  over any  dividends  upon any of the Common  Stock and any class or
series of junior  stock.  If the full  dividends  (after taking into account the
issuance of additional  shares of Common Stock in lieu of cash  dividends and in
payment thereof) in respect of Dividend Payment Date shall not have been paid on
all shares of Series C Preferred Stock at the time  outstanding,  whether or not
earned or declared, dividends in the amount of the deficiency will be fully paid
on or declared  and set apart for,  such shares (i) before any dividend or other
distribution, whether in cash or property, will be paid on declared or set apart
for any shares of Common  Stock or any class or series of junior  stock and (ii)
before  any  moneys  will  be set  aside  for  or  applied  to  any  redemption,
retirement,  purchase or other  acquisition  (either pursuant to any purchase or
sinking fund provisions or otherwise) of any shares of Common Stock or any class
or series of junior stock, other than upon exercise of the Corporation's  rights
under any restricted  stock purchase  agreement,  employment  agreement,  option
agreement  or  similar   contractual   arrangement  with  any  employee  of  the
corporation.  The term  "junior  stock"  shall mean any class or series of stock
junior to Series C  Preferred  Stock as to  dividends  and the  distribution  of
assets  upon  liquidation,  dissolution,  bankruptcy,  reorganization  or  other
insolvency  proceeding,  and upon the winding up of the Corporation.  Subject to
the  limitations  in Sections 5(b) and (c),  dividends may be paid on the Common
Stock or any other  junior  stock out of any funds  legally  available  for such
purpose when and as declared by the Board of Directors.

          (c) No  dividend  shall be  declared,  paid or set aside on the Common
Stock unless a dividend on the Series C Preferred Stock shall be declared,  paid
or set aside by the Board of  Directors  simultaneous  with any  dividend on the
Common  Stock,  in an amount  which is equal to the product of (a) the per share
amount if any,  of the  dividend  declared,  paid or set aside  form the  Common
Stock,  multiplied  by (b) the number of shares of Common  Stock into which each
such share of Series C Preferred  Stock and any share  representing  accrued and
unpaid  dividends  is then  convertible.  The dividend on the Series C Preferred
Stock shall be equivalent in amount and nature (based on the  Conversion of such
Series C  Preferred  Stock to Common  Stock)  and  payable on the same terms and
conditions as the dividend declared on the Common Stock.

     6.  LIQUIDATION  PREFERENCES.  In the event of a voluntary  or  involuntary
liquidation, dissolution or winding up of the Corporation, the holders of Series
C  Preferred  Stock  shall be  entitled  to  receive  out of the  assets  of the
Corporation, whether such assets are capital or surplus of any nature, an amount
equal to  $1,000.00  per share (the  "Liquidation  Value") and a further  amount
equal to any dividends accrued and unpaid thereon,  as provided in Section 5, to
the date that  payment is made  available  to the  holders of Series C Preferred
Stock,  whether earned or declared or not, and no more, before any payment shall
be made or any assets  distributed to the holders of junior stock.  In the event
of any voluntary or  involuntary  liquidation,  dissolution or winding up of the
Corporation,  subject to all of the rights of the  holders of Series C Preferred
Stock as set forth  herein and the  holders of any other  classes  and series of
Preferred Stock on distribution or otherwise, the holders of Common Shares shall

                                       2
<PAGE>
be entitled to receive,  ratably,  all remaining  assets of the  Corporation.  A
merger or consolidation shall not be deemed to be a liquidation,  dissolution or
winding up within the meaning of this paragraph.

     7. CONVERSION.  (a) EXERCISE OF CONVERSION PRIVILEGE.  Until the Conversion
Date, as defined in Section 7(f),  each share of Series C Preferred  Stock shall
be convertible at the holder's option in whole or in part from time to time into
shares of the Corporation's common stock, $.002 par value per share (the "Common
Stock"),  upon  surrender  of the  certificate  representing  those shares to be
converted, at the office of the Corporation,  accompanied by a written notice of
conversion in the form annexed hereto in form  satisfactory  to the  Corporation
duly executed by the registered  holder or its duly  authorized  attorney,  at a
conversion  price of $1.00  per share  (Number  of  Preferred  shares x $1,000 /
$1.00),  subject to adjustment as hereinafter provided (the "Conversion Price").
If the  certificate  representing  those shares is to be converted in part only,
the Corporation  will issue a new certificate  representing the number of shares
not so  converted.  Any  dividends  accrued and unpaid on the date of conversion
shall be added to the  Liquidation  Value and  credited  towards the  Conversion
Price.  No fractional  shares or scrip  representing  fractional  shares will be
issued upon any  conversion,  but an adjustment in cash will be made, in respect
of any fraction of a share which would  otherwise be issuable upon the surrender
of the certificate representing those shares to be surrendered for conversion.

          (b)  DIVIDENDS;   RECLASSIFICATIONS,   ETC.  In  the  event  that  the
Corporation  shall,  at any time  prior to the  exercise  of  conversion  rights
hereunder:  (i)  declare or pay to the  holders  of the Common  Stock a dividend
payable  in any kind of  shares of  capital  stock of the  Corporation;  or (ii)
combine,  subdivide or otherwise  reclassify its Common Stock into the same or a
different  number of shares with or without par value, or in shares of any class
or classes; or (iii) transfer its property as an entirety or substantially as an
entirety to any other  Corporation;  or (iv) make any distribution of its assets
to holders of its Common Stock as a liquidation or partial liquidation  dividend
or by way of return of capital;  then, in each case, the Conversion  Price,  and
the number and kind of shares of Common Stock receivable upon conversion of each
share of Series C Preferred  Stock, in effect at the time of the record date for
such dividend or  distribution,  or of the effective  date of such  subdivision,
combination or  reclassification,  shall be proportionally  adjusted so that the
holder upon the subsequent  exercise of conversion  rights,  shall  receive,  in
addition to or in substitution  for the shares of Common Stock to which it would
otherwise be entitled  upon such  exercise,  such  additional  shares of capital
stock or scrip of the Corporation,  or such reclassified shares of capital stock
of the  Corporation,  or  such  shares  of the  securities  or  property  of the
Corporation  resulting  from such transfer,  or such assets of the  Corporation,
which it would have been entitled to receive had it exercised  these  conversion
rights prior to the happening of any of the foregoing  events.  Such  adjustment
shall be made successively whenever any of the forgoing events shall occur.

          (c)  REGISTRATION  OF TRANSFER OR CONVERSION.  The  Corporation  shall
maintain  books for the  transfer  and  registration  of the Series C  Preferred
Stock.  Upon the transfer of any Series C Preferred Stock, the Corporation shall
issue and register the certificate representing such Series C Preferred Stock in
the names of the new holders.  Such certificate  shall be signed manually by the
Chairman,  Chief  Executive  Officer,  President or any Vice  President  and the
Secretary  or Assistant  Secretary of the  Corporation.  The  Corporation  shall
convert,  from time to time, any  outstanding  Series C Preferred Stock upon the
books to be  maintained  by the  Corporation  for such  purpose  upon  surrender
thereof  for  conversion   properly   endorsed  or  accompanied  by  appropriate
instructions  for  conversion.  Subject  to the  terms  of this  Certificate  of
Designation,  upon  surrender of a certificate  representing  shares of Series C
Preferred Stock, the Corporation shall promptly issue and deliver to or upon the
written order of the holder of such Series C Preferred Stock and in such name or
names as such holder may designate, a certificate or certificates for the number
of full shares of Common  Stock due to such holder upon the  conversion  of such
Series  C  Preferred  Stock  (the  "Conversion  Shares").  Such  certificate  or
certificates shall be deemed to have been issued and any person so designated to
be named  therein  shall be deemed to have  become  the holder of record of such
Conversion  Shares;  PROVIDED,  HOWEVER,  that if, at the date of surrender  the
transfer  books of the Common Stock shall be closed,  the  certificates  for the
Conversion  Shares  shall be  issuable  as of the next date on which  such books
shall be opened  and until such date the  Corporation  shall be under no duty to
deliver any certificate for such Conversion Shares; PROVIDED,  FURTHER, HOWEVER,
that such transfer books, unless otherwise required by law or by applicable rule
of any  national  securities  exchange,  shall  not be  closed at any time for a
period longer than 20 days.

          (d)  NOTICE  TO  HOLDER.  If,  at any time  while  shares  of Series C
Preferred Stock are outstanding,  the Corporation  shall pay any dividend on its
Common Stock payable in cash or in Common  Stock,  shall offer to the holders of
its Common Stock for subscription or purchase by them any shares of stock of any
class  or any  other  rights,  or  shall  enter  into an  agreement  to merge or
consolidate with another corporation, the Corporation shall cause notice thereof

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<PAGE>
to be mailed to the registered  holders of shares of Series C Preferred Stock at
the addresses  appearing on the registration books of the Corporation,  at least
ten (10) days prior to the record date as of which holders of Common Stock shall
participate in such dividend, distribution or subscription or other rights or at
least ten (10) days prior to the effective date of the merger or  consolidation.
Failure to give notice as required by this Section, or any defect therein, shall
not  affect  the  legality  or  validity  of  any  dividend,   distribution   or
subscription or other right.

          (e) ADJUSTMENTS TO CONVERSION PRICE. The Conversion Price in effect at
the time of the exercise of conversion  rights hereunder as set forth in Section
7(a) shall be subject to adjustment from time to time as follows:

               (i) ISSUANCE OF COMMON STOCK OR CONVERTIBLE SECURITIES. If at any
time after the date of issuance hereof the Corporation  shall issue and sell any
shares  of  Common  Stock,  or grant or issue any  warrants,  rights or  options
exercisable for the purchase of stock or other  securities  convertible  into or
exchangeable for Common Stock (such convertible stock or securities being herein
collectively  referred to as  "Convertible  Securities")  other than: (i) shares
issued in a transaction  described in Section  7(e)(ii);  or (ii) shares issued,
subdivided or combined in transactions  described in Section 7(b) (provided that
the Conversion Price shall have been previously adjusted pursuant thereto);  for
a  consideration  per  share  which  is less  than  the fair  market  value  (as
determined in  accordance  with Section  7(e)(viii))  of the Common Stock on the
date of such issuance or sale then the  Conversion  Price in effect  immediately
prior  to such  issuance  or sale  (the  "Applicable  Conversion  Price")  shall
simultaneously  with  such  issuance  or  sale,  be  adjusted  to  equal a price
determined by multiplying  the Applicable  Conversion  Price by a fraction,  the
numerator of which shall be:

          (A) the sum of:  (x) the  total  number  of  shares  of  Common  Stock
          outstanding when the Applicable Conversion Price was established, plus
          (y)  the  number  of  shares  of  Common  Stock  which  the  aggregate
          consideration  received  for the  issuance or sale of such  additional
          Common Stock as determined in accordance  with Section  7(e)(iii),  or
          Convertible  Securities  deemed to be an issuance  of Common  Stock as
          provided  in  Section   7(e)(iv),   would   purchase   (including  any
          consideration  received by the  Corporation  upon the  issuance of any
          shares of Common Stock since the date the Applicable  Conversion Price
          was established not previously  included in any computation  resulting
          in an adjustment  pursuant to this Section  7(e)(i) at the  Applicable
          Conversion Price in effect immediately prior to such issuance or sale;
          and the denominator of which shall be

          (B) the total number of shares of Common Stock  outstanding (or deemed
          to  be  outstanding  as  provided  in  subsection   7(e)(iv)   hereof)
          immediately after the issuance or sale of such additional shares;

PROVIDED,  HOWEVER,  that no such  adjustment  shall  be made if the  Applicable
Conversion  Price thus obtained would be greater than the Applicable  Conversion
Price immediately prior to such adjustment.

               (ii)  EXCLUSIONS.  Anything in this  Section 7(e) to the contrary
          notwithstanding,  no adjustment in the Conversion  Price shall be made
          in connection with:

          (A) the grant,  issuance  or exercise  of any  Convertible  Securities
          pursuant to the Corporation's  qualified or non-qualified Stock Option
          Plans or any  other  bona  fide  employee  benefit  plan or  incentive
          arrangement,  adopted  or  approved  by  the  Corporation's  Board  of
          Directors,  as may be  amended  from time to time,  or under any other
          bona fide employee benefit plan hereafter adopted by the Corporation's
          Board of Directors;

          (B) the issuance of any shares of Common  Stock  pursuant to the grant
          or  exercise  of  Convertible  Securities  outstanding  as of the date
          hereof including,  without limitation,  the conversion of any Series C
          Preferred Stock issued in the same placement of securities pursuant to
          which the  Series C  Preferred  Stock was  issued by the  Corporation,
          whether or not outstanding on the date hereof;

          (C) the  issuance  of any  shares  of  Common  Stock  pursuant  to the
          exercise of warrants to purchase  Common  Stock  issued in  connection
          with the Corporation's  initial public offering of equity  securities,
          including any such warrants or options issued to the Underwriter; or

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<PAGE>
          (D) the issuance of any shares of Common Stock upon the  conversion or
          exchange  of  any  notes,   debentures  or  similar  classes  of  debt
          securities  of the  Corporation,  whether  or not by their  terms such
          securities were convertible or exchangeable at issuance.

          (E) the  issuance  of any  shares of any  class of stock  used for the
          acquisition  at fair  market  value of  assets  or stock of  operating
          companies.

               (iii)  COMPUTATIONS.  For the  purpose  of Section  7(e)(i),  the
following provisions shall be applicable:

          (A) In case of the  issuance  or sale of  additional  shares of Common
          Stock for cash, the consideration received by the Corporation therefor
          shall be deemed to be the amount of cash  received by the  Corporation
          for  such  shares,   before   deducting   therefrom  any  commissions,
          compensations  or other  expenses paid or incurred by the  Corporation
          for any underwriting of, or otherwise in connection with, the issuance
          or sale of such shares.

          (B) In the  case  of  the  issuance  of  Convertible  Securities,  the
          consideration  received by the Corporation therefor shall be deemed to
          be the amount of cash,  if any,  received by the  Corporation  for the
          issuance of such warrants, rights or options, plus the minimum amounts
          of cash and fair value of other consideration,  if any, payable to the
          Corporation  upon the exercise of such warrants,  rights or options or
          payable  to  the  Corporation  upon  conversion  of  such  Convertible
          Securities.

          (C) In  the  case  of the  issuance  of  shares  of  Common  Stock  or
          Convertible  Securities for a consideration in whole or in part, other
          than cash, the consideration other than cash shall be deemed to be the
          fair market value  thereof as  reasonably  determined in good faith by
          the  Board  of  Directors  of  the  Corporation  (irrespective  of the
          accounting  treatment  thereof);   PROVIDED,  HOWEVER,  that  if  such
          consideration  consists  of the  cancellation  of debt  issued  by the
          Corporation,  the  consideration  shall be deemed to be the amount the
          Corporation  received upon issuance of such debt (gross proceeds) plus
          accrued  interest and, in the case of original  issue discount or zero
          coupon indebtedness,  accreted value to the date of such cancellation,
          but not  including  any premium or discount at which the debt may then
          be trading or which might  otherwise be appropriate  for such class of
          debt.

          (D) In case of the issuance of additional  shares of Common Stock upon
          the exchange of any obligations  (other than Convertible  Securities),
          the amount of the  consideration  received by the Corporation for such
          Common Stock shall be deemed to be the  consideration  received by the
          Corporation  for such  obligations  or  shares  so  exchanged,  before
          deducting from such  consideration  so received by the Corporation any
          expenses  or  commissions  or  compensation  incurred  or  paid by the
          Corporation for any  underwriting of, or otherwise in connection with,
          the  issuance  or  sale  of  such  obligations  or  shares,  plus  any
          consideration  received by the  Corporation  in  connection  with such
          exchange other than a payment in adjustment of interest and dividends.
          If obligations or shares of the same class or series of a class as the
          obligations  or shares so exchanged  have been  originally  issued for
          different amounts of  consideration,  then the amount of consideration
          received by the Corporation upon the original  issuance of each of the
          obligations or shares so converted or exchanged  shall be deemed to be
          the average amount of the  consideration  received by the  Corporation
          upon the  original  issuance of all such  obligations  or shares.  The
          amount of consideration  received by the Corporation upon the original
          issuance of the  obligations  or shares so exchanged and the amount of
          the  consideration,  if any,  other than such  obligations  or shares,
          received by the Corporation  upon such exchange shall be determined in
          the same  manner as  provided  in  paragraphs  (A) and (B) above  with
          respect to the  consideration  received by the  Corporation in case of
          the  issuance  of  additional  shares of Common  Stock or  Convertible
          Securities.

          (E) In the case of the issuance of  additional  shares of Common Stock
          as a dividend,  the aggregate  number of shares of Common Stock issued
          in payment of such dividend shall be deemed to have been issued at the
          close of business on the record  date fixed for the  determination  of
          stockholders  entitled  to such  dividend  and shall be deemed to have
          been issued  without  consideration;  PROVIDED,  HOWEVER,  that if the
          Corporation,  after fixing such record date, shall legally abandon its

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<PAGE>
          plan to so issue  Common  Stock as a dividend,  no  adjustment  of the
          Applicable  Conversion Price shall be required by reason of the fixing
          of such record date.

               (iv)  DEEMED  ISSUANCES  OF COMMON  STOCK.  For  purposes  of the
          adjustment  provided for in Section  7(e)(i) above, if at any time the
          Corporation  shall issue any Convertible  Securities,  the Corporation
          shall be deemed to have  issued  at the time of the  issuance  of such
          Convertible  Securities  the maximum  number of shares of Common Stock
          issuable  upon  conversion  of the total  amount  of such  Convertible
          Securities.

               (v) READJUSTMENTS. On the expiration,  cancellation or redemption
          of any  Convertible  Securities,  the Conversion  Price then in effect
          hereunder shall  forthwith be readjusted to such  Conversion  Price as
          would  have  been  obtained  (a) had the  adjustments  made  upon  the
          issuance or sale of such  expired,  canceled  or redeemed  Convertible
          Securities been made upon the basis of the issuance of only the number
          of shares of Common  Stock  theretofore  actually  delivered  upon the
          exercise or conversion of such  Convertible  Securities (and the total
          consideration   received   therefor)   and  (b)  had  all   subsequent
          adjustments  been  made on only the basis of the  Conversion  Price as
          readjusted  under this  Section  7(e)(v) for all  transactions  (which
          would have  affected such  adjusted  Conversion  Price) made after the
          issuance or sale of such Convertible Securities.

               (vi) DE MINIMIS ADJUSTMENTS. Anything in this Section 7(e) to the
          contrary notwithstanding,  no adjustment in the Conversion Price shall
          be  required  unless  such  adjustment  would  require an  increase or
          decrease of at least 5% in such Conversion Price;  PROVIDED,  HOWEVER,
          that any adjustments  which by reason of this subsection  7(e)(vi) are
          not  required  to be made  shall be  carried  forward  and taken  into
          account  in making  subsequent  adjustments.  All  calculations  under
          Section 7(e) shall be made to the nearest cent.

               (vii) NOTICE OF ADJUSTMENT. Upon any adjustment of the Conversion
          Price,  then and in each  such  case the  Corporation  shall  promptly
          deliver a notice to the  registered  holders of the shares of Series C
          Preferred  Stock,  which  notice  shall  state  the  Conversion  Price
          resulting from such adjustment, setting forth in reasonable detail the
          method of  calculation  and the facts upon which such  calculation  is
          based.

               (viii) FAIR MARKET  VALUE.  For  purposes of Sections 5 and 7(e),
          the fair market  value of the Common Stock on the date of any issuance
          or sale  as  contemplated  by  such  Sections  (for  purposes  of this
          subsection  only,  the "date of inquiry"),  shall be the  arithmetical
          average of the  following  prices for such of the twenty (20) business
          days immediately preceding the date of inquiry as shall be available:

          (A) If the Common Stock is listed on a national securities exchange or
          National Association of Securities Dealer's Automated Quotation System
          ("NASDAQ")  National  Market,  the last sale  price on such day or, if
          there shall have been no sale on such day,  the average of the closing
          bid and asked prices on such exchange or National  Market on such day;
          or

          (B) If (A) shall not apply but the Common  Stock  shall be included in
          the NASDAQ SmallCap  Market,  the average of the closing bid and asked
          prices on such day quoted by brokers  and  dealers  making a market in
          NASDAQ, furnished by any member of the New York Stock Exchange or NASD
          selected by the Corporation for that purpose; or

          (C) If (A) and (B)  shall  not apply  but the  Common  Stock  shall be
          quoted on the NASD's OTC Bulletin  Board or be quoted by three brokers
          regularly  making  a market  in such  shares  in the  over-the-counter
          market,  the average of the closing bid and asked  prices on such day,
          furnished  by any  member  of the  New  York  Stock  Exchange  or NASD
          selected by the Corporation for that purpose; or

          (D) If none of (A), (B) or (C) shall  apply,  the fair market value of
          the  Common  Stock  shall be  reasonably  determined  by the  Board of
          Directors of the Corporation in its sole discretion.

          (f)  MANDATORY  CONVERSION.  On  the  effective  date  of  the  Resale
Registration  Statement  (as  defined in Section 5) (the  "Mandatory  Conversion
Date"), the shares of Series C Preferred Stock shall  automatically be converted
into shares of Common Stock in accordance  with the  provisions of Section 7. At
such  time,  the  Corporation  shall  send to each  holder of record of Series C
Preferred Stock shares of Common Stock.

                                       6
<PAGE>
     8. COMMON SHARE EQUIVALENT VOTING RIGHTS.

     In addition to the rights  provided by Sections 151 and 212 of the Delaware
General Corporation Law and other applicable  provisions of law; the Convertible
Preferred  Shares shall,  with respect to all actions  including the election of
directors, be entitled to that number of votes, voting with the Common Shares as
a single class,  that a like number of Common Shares into which the  Convertible
Preferred Shares would be convertible on the record date fixed for the taking of
such action (the "Record  Date") would be entitled to vote. For purposes of this
provision,  each  Convertible  Preferred Share shall be deemed  convertible into
Common  Shares  on a share  for  share  basis  whose  formula  is the  Number of
Preferred Shares x $1,000 / $1.00x 36.8%.

     9.  NON-CONTRAVENTION.  (a) The  Corporation  shall not  participate in any
reorganization, sale or transfer of assets, consolidation,  merger, dissolution,
issue or sale of  securities  or any other  voluntary  action for the purpose of
avoiding or seeking to avoid the  observance or  performance of any of the terms
to be observed or  performed  by the  Corporation  with  respect to  Convertible
Preferred Shares, but shall at all times in good faith use its best efforts, and
assist  in  carrying  out all such  action  as may be  reasonably  necessary  or
appropriate  in order to  protect  the  rights  of the  holders  of  Convertible
Preferred Shares.

          (b) In  addition to any other  rights  provided by law, so long as any
Series C Preferred Stock is  outstanding,  the  Corporation  shall not,  without
first obtaining the  affirmative  vote or written consent of the holders of more
than  fifty  percent  (50%)  of  the  Series  C  Convertible   Preferred  Shares
outstanding (excluding treasury shares), voting as a separate class (i) increase
the number of authorized shares of Series C Preferred Stock,  (ii) amend,  alter
or repeal any of the  preferences or rights of Series C Preferred  Stock,  (iii)
authorize any  reclassification  of the Series C Preferred Stock, or (iv) create
any class or series of shares  ranking prior to the Series C Preferred  Stock as
to dividends or upon liquidation or redemption.

     IN WITNESS  WHEREOF,  the  undersigned  hereby  executes  this document and
affirms that the facts set forth herein are true under the  penalties of perjury
this 17th day of July, 2000.

                                   JD AMERICAN WORKWEAR, INC.



                                   By:
                                      -------------------------------------
                                      David DeBaene, PRESIDENT

CORPORATE SEAL


ATTEST:



Norman DeBaene, Secretary

                                       7
<PAGE>
STATE OF RHODE ISLAND      }
                           } ss.:
KENT COUNTY                }

     On the day of _________,  1999, before me personally came David DeBaene, to
me known,  who, being by me duly sworn, did depose and say that he resides at 60
Peters Lane, West Warwick,  Rhode Island,  02893; that he is the President of JD
American  Workwear,  Inc., the  corporation  described in and which executed the
above  certificate;  that he knows the seal of said  corporation;  that the seal
affixed to said instrument is such corporate seal; and that the seal was affixed
to said instrument by direction of the board of directors of the corporation and
that he signed his name thereto by like order.

                                         Notary Public

                                       8
<PAGE>
                                CONVERSION NOTICE


TO: JD AMERICAN WORKWEAR, INC.

The undersigned  holder of Series C 6% Mandatorily  Convertible  Preferred Stock
hereby  irrevocably  exercises  the option to convert  ______________  shares of
Series C 6% Mandatorily  Convertible Preferred Stock into shares of Common Stock
of JD American  Workwear,  Inc., in accordance with the terms of the Certificate
of  Designation,  and  directs  that the  shares of Common  Stock  issuable  and
deliverable  upon such  conversion,  together  with a check (if  applicable)  in
payment  for  any  fractional   shares  as  provided  in  such   Certificate  of
Designation,  be issued and delivered to the undersigned unless a different name
has been indicated below. If shares of Common Stock are to be issued in the name
of a person other than the undersigned holder of such Note, the undersigned will
pay all transfer taxes payable with respect thereto.



                    --------------------------------------
                    Name and address of Holder


                    --------------------------------------
                    Signature of Holder


                    Shares of Series A 10% Mandatorily Convertible
                    Preferred Stock converted:___________


     If shares are to be issued otherwise then to the holder:


----------------------------          -----------------------------------
Name of Transferee                    Address and SS# of Transferee

                                      -----------------------------------


                                      -----------------------------------



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