EMPLOYMENT AGREEMENT


     EMPLOYMENT  AGREEMENT  (the  "Agreement")  effective  as of the  1st day of
January,  2000  between JD  AMERICAN  WORKWEAR,  INC.,  a  Delaware  corporation
(together  with  its   successors   and  assigns   referred  to  herein  as  the
"Corporation"),  with principal  executive  offices located at 46 Old Flat River
Road, Coventry, Rhode Island 02816; and DAVID N. DEBAENE,  residing at 60 Peters
Lane, West Warwick, Rhode Island 02893 (the "Executive").

                               W I T N E S E T H:

     WHEREAS,  the Corporation  desires to employ Executive as the Corporation's
Chairman of the Board, Chief Executive  Officer,  President and President of the
Consumer Products Group to engage in such activities and to render such services
under the terms and  conditions  hereof  and has  authorized  and  approved  the
execution of this Agreement; and

     WHEREAS,  the  Corporation  and  Executive  are  parties  to an  Employment
Agreement dated as of March 1, 1995 (the "1995 Employment Agreement"); and

     WHEREAS,  the  parties  desire  to  amend  and  restate  the  terms of 1995
Employment  Agreement  to  recognize  the  valuable  services  provided  to  the
Corporation  by Executive  and to secure to  continued  services of Executive as
provided herein, and

     WHEREAS,  Executive  desires to be  employed by the  Corporation  under the
terms and conditions hereinafter provided;

     NOW,  THEREFORE,  in consideration of the mutual covenants and undertakings
herein contained, the parties agree as follows:

     1. EMPLOYMENT, DUTIES AND ACCEPTANCE.

     1.1 SERVICES.  The Corporation hereby employs  Executive,  for the Term (as
hereinafter defined in Section 2 hereof), to render services to the business and
affairs of the Corporation in the office  referenced in the recitals hereof and,
in connection  therewith,  shall perform such duties as directed by the Board of
Directors of the  Corporation  from time to time, in its reasonable  discretion,
and  shall  perform  such  other  duties  as  shall  be   consistent   with  the
responsibilities of such office  (collectively the "Services").  Executive shall
perform  activities related to such office as he shall reasonably be directed or
requested  to so perform by the  Corporation's  Board of  Directors,  to whom he
shall  report.  Executive  shall use his best  efforts,  skill and  abilities to
promote the interests of the Corporation and its subsidiaries.

     1.2  ACCEPTANCE.  Executive  hereby  accepts such  employment and agrees to
render the Services.

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     1.3 REPRESENTATIONS OF THE EXECUTIVE. The Executive represents and warrants
to the  Corporation  that his  execution  and  delivery of this  Agreement,  his
performance  of  the  Services   hereunder  and  the  observance  of  his  other
obligations  contemplated  hereby  will not (i)  violate  any  provisions  of or
require the consent or approval of any party to any agreement,  letter of intent
or other  document to which he is a party or (ii)  violate or conflict  with any
arbitration award,  judgment or decree or other restriction of any kind to or by
which he is subject or bound.

     1.4  EXECUTIVE'S  ABILITY  TO  CONTRACT.  Notwithstanding  anything  herein
contained to the contrary,  executive shall have the right to make any contracts
or commitments  on behalf of the division the Executive  operates as long as the
Executive holds the position  described above.  Ratification of this contract by
the  Board  of  Directors  authorizes  the  Executive  right  to  negotiate  for
acquisition  or  sales  contracts  for  values  of  $2,000,000  and  $1,000,000,
respectively.  All other  agreements  in excess of these  amounts  or  requiring
commitment  of  company  stock  require  the  express  consent  of the  Board of
Directors.

     2. TERM OF EMPLOYMENT.

     The term of Executive's  employment under this Agreement (the "Term") shall
commence on January 1, 2000 and shall  terminate on December  31,  2004,  unless
sooner  terminated  pursuant to Sections 9 or 5.2 of this  Agreement;  PROVIDED,
HOWEVER,  if the Corporation  shall fail to give Executive notice of non-renewal
not less than 180 days prior to the scheduled expiration of the Term hereof, the
Term shall  automatically  be extended for an  additional  five (5) year period.
Notwithstanding  anything to the contrary  contained  herein,  the provisions of
this Agreement governing  Protection of Confidential  Information shall continue
in effect as specified in Section 10 hereof.

     3. BASE SALARY, EXPENSE REIMBURSEMENT AND STOCK OPTIONS.

     3.1 BASE SALARY.  During the Term, as full  compensation  for the Services,
the Corporation agrees to pay Executive a minimum base salary ("Base Salary") at
the annual rate of $150,000  for the period from January 1, 2000 to December 31,
2000.  Such Base Salary shall be (i) increased  thirteen  percent (13%) annually
effective  January  1st of each year  during  the term of this  Agreement,  (ii)
reviewed   periodically  for  possible  increases  promptly  after  each  future
acquisition  by the  Corporation  of any other  corporation or business or other
material  increase in the  Corporation's  revenues or scope of the Corporation's
business and (iii)  renegotiated in good faith effective as of July 15, 2002 for
possible  increase  based  upon the  Corporation's  historical  performance  and
projections  for  future  performance.  Such Base  Salary  shall be  subject  to
withholding  and  other  applicable  taxes,  payable  during  the  term  of this
Agreement in accordance with the Corporation's customary payment practices,  but
not less frequently than monthly.

     3.2 BUSINESS EXPENSE REIMBURSEMENT.  Upon submission to, and approval by an
officer  of  the  Corporation  designated  by  the  Board  of  Directors  of the
Corporation,  of a statement of expenses,  reports, vouchers or other supporting
information,   which  approval  shall  be  granted  or  withheld  based  on  the

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Corporation's  policies in effect at such time, the  Corporation  shall promptly
reimburse  Executive for all reasonable  business  expenses actually incurred or
paid by him  during  the Term or  renewals  thereof  in the  performance  of the
Services, including, but not limited to, expenses for entertainment,  travel and
similar items.

     3.3 STOCK OPTION AGREEMENT. In addition to the salary hereinabove provided,
the  Executive  shall be  granted  options  to  purchase  25,000  shares  of the
Corporation's  Common Stock as of January 1 of each year during the Term of this
Agreement  at an  exercise  price  equal to average of the closing bid and asked
price of the  Corporation's  Common Stock  during month of December  immediately
preceeding  said January 1, pursuant to the terms of the Stock Option  Agreement
between the Corporation and the Executive executed concurrently herewith.

     4. PROFIT SHARING.

     4.1 PROFIT SHARING AMOUNT. In order to provide performance-based  incentive
compensation  to the  Executive,  the  Corporation  hereby  agrees  to  pay  the
Executive,  in  addition  to the Base  Salary set forth in  Section 3 hereof,  a
minimum  cash bonus in  respect  of each  fiscal  year  during  the  Executive's
employment  hereunder  (the  "Bonus")  equal to the  Applicable  Percentage  (as
defined below) of the Net Pre-Tax Income (as defined below) of the  Corporation.
For purposes hereof,  the Applicable  Percentage shall equal (a) 2.0% if the Net
Pre-Tax Income of the  Corporation  is less than  $2,500,000 (b) 4.0% if the Net
Pre-Tax  Income  of the  Corporation  is at  least  $2,500,000,  but  less  than
$3,500,000;  (c) 4.25% if the Net Pre-Tax Income of the  Corporation is at least
$3,500,001,  but less than $5,000,000; and (d) 4.5% if the Net Pre-Tax Income of
the Corporation is at least $5,000,001.

     4.2 NET PRE-TAX INCOME OF THE  CORPORATION.  For purposes  hereof,  the Net
Pre-Tax Income of the Corporation shall be the amount determined by the Board of
Directors  of  the  Corporation,   after   consultation   with  the  independent
accountants of the Corporation,  to be the Net Pre-Tax Income of the Corporation
with respect to a given fiscal year,  which amount shall be determined  based on
the financial  statements of the  Corporation  (a) in a manner  consistent  with
generally  accepted  accounting  principles,  (b)  with  regard  solely  to  the
Corporation  and  its  subsidiaries,  (c) so as to  exclude  the  effect  of any
elimination  of  interCorporation  transfers  applied with respect to any entity
which is not a subsidiary of the Corporation,  (d) after adding back any charges
for  management  consulting  or corporate  services or payments  with respect to
non-competition  agreements  which may be paid to  persons  who are  subject  to
reporting obligations with respect to the Corporation under Section 16(a) of the
Securities  Exchange Act of 1934,  as amended  (the  "Exchange  Act"),  or their
affiliates (other than the Corporation and its subsidiaries),  (e) having regard
to such other matters,  if any, as the Board of Directors of the Corporation may
determine to be equitable to consider and (f) without giving effect to any Bonus
paid pursuant to this Section 4.2. The  determination  of the Board of Directors
of the  Corporation  shall be final,  conclusive  and binding for all  purposes,
absent manifest error.

     4.3  DETERMINATION  AND  PAYMENT.   The  determination  of  the  Applicable
Percentage, of the Net Pre-Tax Income and of the extent to which any Bonus under
this Section 4 may be payable (the "Final Determination") shall be determined by
the Board of Directors (or a subcommittee thereof appointed for such purpose) of

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the  Corporation  in  accordance  with the terms hereof  based on the  financial
statements of the  Corporation and the criteria set forth herein with respect to
each fiscal year. Such Final Determination with respect to any fiscal year shall
be made promptly,  and in any event within 15 days,  after the  Corporation  has
filed its  Annual  Report on Form  10-K for each  year with the  Securities  and
Exchange  Commission.  Within 45 days after the end of the Corporation's  fiscal
year, based on the preliminary  results of the Corporation for such fiscal year,
the Corporation  shall pay the Executive an amount equal to 60% of the estimated
minimum  cash  Bonus  based on such  preliminary  results.  The  balance  of the
definitive  Bonus so determined,  if any, shall be payable to the Executive in a
single lump sum no later than thirty days after the Final Determination has been
made.  In any event,  all matters  pertaining to the Bonus and to the payment of
any Bonus to the Executive  hereunder,  shall be administered  and determined by
the Board of Directors (or a subcommittee thereof appointed for such purpose) in
its reasonable discretion consistent with the terms hereof, the determination of
which shall be final,  conclusive and binding for all purposes,  absent manifest
error.

     4.4 BONUS.  It is agreed that the  Executive,  at his  discretion  shall be
allowed to receive an  additional  bonus in excess of the  remuneration  already
included. The Executive shall be provided a bonus based upon twenty four percent
(24%) of the  collected  amount upon the  exercise of any and all  warrants  and
options to purchase  the  Corporation's  Common  Stock  outstanding  on the date
hereof  including,  without  limitation,  the  Underwriter,  Class A and Class B
warrants.  It is the Executives  sole  responsibility  to manage and solicit the
exercise of these warrants.

     4.5  PARTIAL  YEARS.  Notwithstanding  anything  contained  herein  to  the
contrary,  no Bonus under this Section 4 shall be deemed  earned or payable with
respect to any  fiscal  year  during  which this  Agreement  or the  Executive's
employment  is  terminated  by the  Corporation  for  Cause  (as  such  term  is
hereinafter defined).

     4.6 Nothing in this  Section 4 shall be construed  as  conferring  upon the
Executive any right (i) normally associated with the ownership of capital stock;
(ii) to  continue  in the  employ of the  Corporation  or any  affiliate  of the
Corporation;  or (iii) to interfere in any way with the right of the Corporation
to terminate this Agreement in accordance with the provisions hereof. Nothing in
this  Agreement  shall be  construed  to imply that any  specific  assets of the
Corporation  have been set aside to provide for payments  under this  Agreement.
Any payments  under this  Agreement  shall be made solely from general assets of
the Corporation existing at the time such payments are due.

     5. SEVERANCE UPON TERMINATION.

     5.1 TERMINATION.  In the event that Executive's  employment hereunder shall
be  terminated  by the  Corporation  without  Cause (as  defined in Section  9.3
hereof) or by the  Executive  for Good Reason (as defined in Section 9.5 hereof)
or upon a Change in Control (as defined in Section 9.6 hereof) or upon the death
or Disability  (as defined in Section 9.2) of Executive at any time prior to the

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end  of  the  Term,  the  Executive  shall  be  entitled  to  receive  from  the
Corporation, in addition to any Base Salary earned to the date of termination, a
severance  payment in an amount  equal to the  greater of (i) the balance of the
Executive's Base Salary due through the balance of the Term of this Agreement or
(ii) two (2) times the  Executive's  Base  Salary as was  payable  to  Executive
during  the then  current  calendar  year plus two (2) times the Bonus for which
Executive was entitled during the immediately preceding fiscal year. In addition
to the  severance  payment  set forth in the  preceding  sentence,  in the event
Executive's  employment hereunder shall be terminated by the Corporation without
Cause or by  Executive  for Good Reason or upon a Change in  Control,  Executive
shall be entitled  to receive  from the  Corporation  the sum of (i) twenty four
percent  (24%) of the gross  proceeds that the  Corporation  would have received
upon the  exercise  of any and all  warrants  and/or  options  to  purchase  the
Corporation's Common Stock outstanding as of the date hereof, including, without
limitation, the Corporation's Class A Warrants, Class B Warrants and Underwriter
Purchase  Warrants  issued in connection with the  Corporation's  Initial Public
Offering  (the  "Warrants"),  to the  extent  that  any  of  said  Warrants  are
outstanding as of the effective date of termination and (ii) twenty four percent
(24%) of the gross proceeds that the  Corporation  did receive upon the exercise
of the Warrants, to the extent that any of said Warrants were exercised prior to
the effective  date of and were not applied as  contemplated  by clause (vii) of
Section 9.3.  Also,  included is the  mandatory  repurchase of all shares of the
Corporation,  owned by the Executive at the fair market value on the date of the
notice of the termination. In the event of any such termination, the amounts due
hereunder  shall be payable,  in lump sum of the effective date of  termination,
without  offset or  defense  or any  obligation  of the  Executive  to  mitigate
damages.

     5.2  RIGHT OF FIRST  REFUSAL.  In the  event  that  Executive's  employment
hereunder  shall be terminated for any reason other than the death or disability
(as defined by Section 9.2 hereof) of Executive, Executive shall have the right,
exercisable upon thirty (30) days written notice following the effective date of
termination,  to acquire all or any portion of the  patents,  trademarks,  trade
names,  machinery,  inventory  or other  assets used by,  useful to or otherwise
relating to Corporation's safety related work clothing business,  free and clear
of any liens and  encumbrances,  for a purchase  price equal to the then current
fair market value of said assets.  Within thirty (30) days following Executive's
notice of exercise,  Executive  and the  Corporation  shall  jointly  select and
mutually agree on an appraiser, whose appraisal of said assets shall be binding.
The transfer of said assets and the purchase  price shall be paid in full within
ninety following receipt of said appraisal. Executive shall be permitted to file
a UCC  Financing  Statement  notice  filing to  evidence  the rights  hereunder.
Executive  agrees  to to  accept  a  junior  position  if  the  Corporation  has
successfully raised capital with these assets as collaterral.

     6. ADDITIONAL BENEFITS.

     6.1 IN GENERAL.  In addition to the  compensation,  bonuses,  expenses  and
other  benefits to be paid under  Sections 3, 4 and 5 hereof,  Executive will be
entitled to all rights and  benefits  for which he shall be  eligible  under any
insurance,  health and medical,  incentive,  bonus,  profit-sharing,  pension or
other extra  compensation or "fringe"  benefit plan of the Corporation or any of

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its  subsidiaries  now  existing  or  hereafter  adopted  for the benefit of the
executives or employees  generally of the  Corporation.  The  provisions of this
Agreement which  incorporate  employee benefit packages shall change as and when
such employee benefit  packages  change.  In the event that the Corporation does
not  provide  family  health  and  medical  insurance  for  the  benefit  of the
executives and employees  generally of the  Corporation,  the Corporation  shall
provide  Executive  and pay the all costs  associated  with  family  health  and
medical  insurance  for the benefit of Executive as selected by Executive in his
sole discretion.

     6.2 AUTOMOBILE. The Corporation shall lease for the Executive an automobile
of his choice to be used by the Executive in connection  with the  Corporation's
business,  at a monthly  rental  not to exceed  $750 and for a lease term not to
exceed three (3) years. The Corporation  shall be responsible for all reasonable
costs of operating, repairing, maintaining and insuring such automobile.

     6.3 LIFE AND  DISABILITY  INSURANCE.  The  Corporation  shall  provide  the
Executive  with (i) a policy of term life  insurance  in an amount  equal to not
less than  three (3) times his annual  Base  Salary  HEREUNDER,  payable to such
beneficiary or  beneficiaries as shall be designated by him in writing and (b) a
policy of disability insurance that will provide Executive with an annual amount
equal to not less  than  seventy-five  percent  (75%) of his then  current  Base
Salary,  payable  until  Executive  shall reach 65 years of age,  with a waiting
period not to exceed 120 days.

     6.4 DIRECTOR'S AND OFFICERS  INSURANCE.  The Corporation  shall provide the
Executive with a policy of director's and officers  liability  insurance in such
amounts and providing such coverage as the Executive and the  Corporation  shall
reasonably  agree,  consistent  with  policies  obtained by other  publicly held
companies of similar size and engaged in similar businesses.

     7. VACATION.

     The Executive shall be entitled,  during the Term of this  Agreement,  to a
vacation period annually as follows:

     January 1, 2000 through December 31, 2004  --  four (4) weeks;

during  which all salary,  compensation,  benefits and other rights to which the
Executive is entitled to hereunder  shall be provided in full. Such vacation may
be  taken  in the  Executives  discretion,  and  such  time or  times as are not
inconsistent with the reasonable business needs of the Corporation. In addition,
Executive  shall be entitled  to up to eight (8) sick days and two (2)  personal
days for each year commencing January 1, during which all salary,  compensation,
benefits and other rights to which the Executive is entitled to hereunder  shall
be provided in full.

     8.  INSURABILITY;  RIGHT TO INSURE.  Executive  agrees that the Corporation
shall have the right during the Term to insure the life of Executive by a policy
or policies of insurance  in such amount or amounts as it may deem  necessary or
desirable,  and the Corporation shall be the beneficiary of any stitch policy or

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policies  and shall pay the  premiums or other costs  thereof.  The  Corporation
shall have the right,  from time to time,  to modify any such policy or policies
of insurance or to take out new  insurance on the life of  Executive.  Executive
agrees,  upon  request,  at any time or times  prior to the  commencement  of or
during the Term to sign and deliver any and all  documents  and to submit to any
physical or other  reasonable  examinations  which may be required in connection
with any such policy or policies of insurance or modifications thereof.

     9. TERMINATION.

     9.1 DEATH. If Executive dies during the Term of this Agreement, Executive's
employment  hereunder  shall terminate upon his death and all obligations of the
Corporation  hereunder  shall  terminate on such date,  except that  Executive's
estate or his designated  beneficiary shall be entitled to payment of any unpaid
accrued Base Salary through the date of his death. In addition,  any accrued and
unpaid Bonus shall be paid in  accordance  with  Section 4 hereof.  In addition,
Executive's estate or his designated beneficiary shall be entitled to payment of
the severance payments set forth in Section 5.1 hereof.

     9.2 DISABILITY.  If Executive shall be unable to perform a significant part
of his  duties  and  responsibilities  in  connection  with the  conduct  of the
business  and  affairs of the  Corporation  and such  inability  lasts for (i) a
period of at least one hundred  twenty (120)  consecutive  days, or (ii) periods
aggregating  at least one hundred  eighty  (180) days  during any three  hundred
sixty-five (365) consecutive  days, by reason of Executive's  physical or mental
disability,  whether by reason of injury,  illness or similar  cause,  Executive
shall be deemed disabled,  and the Corporation any time thereafter may terminate
Executive's  employment hereunder by reason of the disability.  Upon delivery to
Executive of such notice,  all  obligations of the  Corporation  hereunder shall
terminate,  except  that  Executive  shall be  entitled to payment of any unpaid
accrued Base Salary through the date of  termination.  In addition,  any accrued
and unpaid Bonus shall be paid in accordance with Section 4 hereof. In addition,
the Executive shall be entitled to those severance payments set forth in Section
5.1 hereof.  The obligations of Executive under Section 10 hereof shall continue
notwithstanding  termination of Executive's  employment pursuant to this Section
9.2.

     9.3 TERMINATION FOR CAUSE. The Corporation may at any time during the Term,
without any prior notice,  terminate this Agreement and discharge  Executive for
Cause,  whereupon  the  Corporation's  obligation to pay  compensation  or other
amounts payable  hereunder to or for the benefit of Executive shall terminate on
the date of such  discharge.  As used herein the term Cause  shall  mean:  (i) a
willful and material breach by Executive of the terms of this  Agreement'  which
breach  shall not have been cured within  thirty (30) days of written  notice of
such breach;  (ii) willful  violation of specific and lawful  written  direction
from the Board of Directors of the  Corporation,  which violation shall not have
been cured within thirty (30) days of written notice of such violation, provided
such   direction  is  not   inconsistent   with  the   Executive's   duties  and
responsibilities  as  the  Chairman  of the  Board,  President  of the  Consumer
Products Division of the Corporation;  or (iii) conviction of the Executive of a
felony by a federal or state court of  competent  jurisdiction,  which felony is
directly and materially related to or arises out of Executive's  employment with

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the  Corporation.  The  obligations  of the  Executive  under  Section  10 shall
continue  notwithstanding  termination of the Executive's employment pursuant to
this Section 9.3.

     9.4 TERMINATION  WITHOUT CAUSE.  The  Corporation  shall have the option to
terminate this  Agreement  Without Cause upon one hundred and eighty (180) days'
written notice to the Executive.  In the event the  Corporation  terminates this
Agreement  without  Cause  as  defined  above,  the  Corporation  shall  pay the
Executive upon  termination,  the amount  required  pursuant to Section 5.1. The
obligations   of  the  Executive   under   Section  10  hereof  shall   continue
notwithstanding  termination  of the  Executive's  employment  pursuant  to this
Section 9.4.

     9.5 TERMINATION BY EXECUTIVE FOR GOOD REASON.  The Executive shall have the
right to terminate this Agreement for Good Reason, as hereinafter defined,  upon
written notice to the Corporation.  Good Reason shall mean any of the following:
(i) the assignment to the Executive of duties  inconsistent with the Executive's
position, duties, responsibilities,  titles or offices as described herein; (ii)
any  material  reduction  by the  Corporation  of  the  Executive's  duties  and
responsibilities (including the appointment, without the Executive's consent, of
an Executive officer senior to him in the division);  (iii) any reduction by the
Corporation of the Executive's  compensation or benefits  payable  hereunder (it
being  understood  that a reduction of benefits  applicable to all executives of
the Corporation, including the Executive, shall not be deemed a reduction of the
Executive's  compensation  package  for  purposes  of  this  definition);   (iv)
requiring the Executive to be based without his consent at a location not within
reasonable  commuting  distance of Coventry,  Rhode Island;  (v) the Corporation
sells,  transfers  or  discontinues  the  uses  of any  or  all of the  patents,
trademarks,  tradenames, machinery, or other assets (other than inventory in the
ordinary  course of business or assets that may become obsolete or depleted over
time)  relating to, or  discontinues  the  operations of or otherwise  ceases to
engage in, the Corporation's safety related work clothing business;  or (vi) the
Corporation  fails  to make  equity  infusions  or  capital  investments  to the
Corporation's  safety related work clothing business or otherwise make available
to Executive for the benefit of the  Corporation's  safety related work clothing
business  reasonably  concurrent  with the  receipt  of and  equal to the  gross
proceeds from the exercise of the Warrants;  (vii) the Corporation fails to take
such action as shall be  necessary  or  desirable  to effect the exercise of the
Warrants,  including,  without limitation, the failure to file and get effective
such  post-effective  or other  registration  statements with the Securities and
Exchange  Commission  and other  state  jurisdictions  as shall be  required  to
register the Warrants for issuance and resale.

     9.6.  TERMINATION  BY EXECUTIVE UPON CHANGE IN CONTROL.  Executive,  at his
option,  shall be able to terminate  this Agreement upon written notice given to
the Secretary of the  Corporation  within ninety (90) days of an occurrence of a
"Change in  Control".  A "Change in  Control"  of the  Corporation  shall mean a
change in control of the  Corporation or any entity  controlling the Corporation
(referred to collectively in this Section 5 as the Corporation) of a nature that
would be required  to be  reported in response to Item 1 of a Current  Report on
Form 8-K, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
(the  "Exchange  Act");  PROVIDED  THAT,  without  limitation,  such a Change in

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Control  shall be deemed to have  occurred at such time as (a) any  "person" (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a
person who or which was a shareholder of the  Corporation  immediately  prior to
the  Corporation's  initial  public  offering  (the  "IPO")  (other  than Patina
Corporation,  a Florida  corporation or its  shareholders  or in relation to the
terms and  conditions  of the  contract  of August,  1999),  is or  becomes  the
"beneficial  owner" (as defined in Rule 13d-3 under the Exchange Act),  directly
or indirectly, of securities of the Corporation representing twenty-five percent
(25%) or more of the  combined  voting  power of the  Corporation's  outstanding
securities ordinarily having the right to vote at elections of directors; or (b)
individuals  who  constitute  the Board  concurrent  with the  execution of this
Agreement  (the  incumbent  Board) cease for any reason to constitute at least a
majority thereof, PROVIDED THAT any person becoming a director subsequent to the
date hereof  whose  election or  nomination  for  election by the  Corporation's
shareholders  was approved by a vote of at least three quarters of the directors
comprising  the  Incumbent  Board,  shall be, for  purposes  of this clause (b),
considered as though he were a member of the Incumbent  Board;  or (c) a sale by
the   Corporation   of  all  or   substantially   all  of  its  assets   occurs.
Notwithstanding  anything in the foregoing to the contrary, no Change in Control
shall be deemed to have occurred for purposes of this Agreement by virtue of any
transactions which result in the acquisition by the Executive,  or by a group of
persons which includes the Executive,  directly or indirectly,  of a majority of
either the  outstanding  shares of common stock of the Corporation or the voting
securities of any  corporation  which acquires all or  substantially  all of the
assets of the Corporation, whether by way of merger, consolidation, sale of such
assets or otherwise.

     10. PROTECTION OF CONFIDENTIAL INFORMATION.

     In view of the fact that  Executive's  work for the Corporation  will bring
him into  close  contact  with  confidential  information  and plans for  future
developments, Executive agrees to the following:

     10.1  SECRECY.  To keep secret and retain in the strictest  confidence  all
confidential matters of the Corporation,  including,  without limitation,  trade
"know how" and trade secrets, customer lists, pricing policies, marketing plans,
technical  processes,  formulae,  inventions  and research  projects,  and other
business affairs of the Corporation, learned by him heretofore or hereafter, and
not to disclose them to anyone inside or outside of the  Corporation,  except in
the course of  performing  the Services  hereunder  or with the express  written
consent of the Chief Executive  Officer or Board of Directors of the Corporation
and except to the extent SUCH information is already known to the general public

     10.2 RETURN  MEMORANDA,  ETC. To deliver  promptly  to the  Corporation  on
termination  of his  employment,  or at any other  time as the  Chief  Executive
Officer  or the  Board of  Directors  of the  Corporation  may so  request,  all
memoranda,  notes, records,  reports,  manuals,  drawings,  blueprints and other
documents (and all copies thereof)  relating to the  Corporation's  business and
all property associated  therewith,  which he may then possess or have under his
control.

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     10.3 COVENANTS.

     10.31  NON-COMPETITION.  EXECUTIVE  agrees  that at all  times  while he is
employed by the Corporation and, regardless of the reason for termination of his
employment or this Agreement,  for a period of one (1) year thereafter,  he will
not,  as  a  principal,  agent,  employee,  employer,  consultant,  stockholder,
investor,  director or co-partner of any person,  firm,  corporation or business
entity  other  than the  Corporation,  or in any  individual  or  representative
capacity whatsoever,  directly or indirectly,  without the express prior written
consent of the Corporation:

     (i) engage or  participate  in any business  whose products or services are
     competitive with that of the Corporation, which business is the manufacture
     and sale of safety  related work  clothing,  and which conducts or solicits
     business, or transacts with supplier or customers located within the United
     States or Puerto Rico;

     (ii) aid or counsel any other person, firm,  corporation or business entity
     to do any of the above;

     (iii) become employed by a firm, corporation,  partnership or joint venture
     which  competes  with the  business  of the  Corporation  within the United
     States or Puerto Rico; or

     (iv) approach, solicit business from, or otherwise do business or deal with
     any customer of the  Corporation in connection  with any product or service
     competitive to any provided by the Corporation.

     10.32 ANTI-RAIDING. Executive agrees that during the term of his employment
hereunder,  and,  thereafter  for a period  of one (1) year,  he will not,  as a
principal,  agent, employee,  employer,  consultant,  director or partner of any
person, firm,  corporation or business entity other than the Corporation,  or in
any individual or representative  capacity  whatsoever'  directly or indirectly,
without the prior express written consent of the Corporation  approach,  counsel
or attempt to induce any person who is then in the employ of the  Corporation to
leave the  employ of the  Corporation  or employ or  attempt  to employ any such
person or persons  who at any time  during the  preceding  six months was in the
employ of the Corporation.

     10.33  EXECUTIVE'S  ACKNOWLEDGEMENTS.  Executive  acknowledges (I) that his
position with the  Corporation  requires the  performance  of services which are
special,  unique, and extraordinary in character and places him in a position of
confidence and trust with e Customers and employees of the Corporation,  through
which,  among other  things,  he shall  obtain  knowledge  of the  Corporation's
"technical information" and "know-how" and become acquainted with its customers,
in which matters the  Corporation has substantial  proprietary  interests;  (ii)
that the restrictive covenants set forth above are necessary in order to protect
and  maintain  such  proprietary  interests  and the other  legitimate  business
interests  of the  Corporation;  and (iii) that the  Corporation  would not have
entered into this Agreement unless such covenants were included herein.

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<PAGE>
     Executive also acknowledges that the business of the Corporation  presently
will extend throughout the United States, and that he will personally  supervise
and engage in such business on behalf of  Corporation  and,  accordingly,  it is
reasonable that the  restrictive  covenants set forth above are not more limited
as to geographic  area then is set forth therein.  Executive also  represents to
the  Corporation  that  the  enforcement  of such  covenants  will  not  prevent
Executive  from  earning  a  livelihood  or  impose  an  undue  hardship  on the
Executive.

     10.4 SEVERABILITY. If any of the provisions of this Section 10, or any part
thereof, is hereinafter construed to be invalid or unenforceable, the same shall
not affect the remainder of such provision or  provisions,  which shall be given
full effect, without regard to the invalid portions. If any of the provisions of
this Section 10, or any part thereof, is held to be unenforceable because of the
duration  of such  provision,  the area  covered  thereby or the type of conduct
restricted  therein,  the parties agree that the court making such determination
shall have the power to modify the duration,  geographic area and/or other terms
of  such  provision  and,  as so  modified,  said  provision(s)  shall  then  be
enforceable. In the event that the courts of any one or more jurisdictions shall
hold such provisions  wholly or partially  unenforceable  by reason of the scope
thereof or  otherwise,  it is the  intention  of the  parties  hereto  that such
determination not bar or in any way affect the Corporation's right to the relief
provided for herein in the courts of any other  jurisdictions  as to breaches or
threatened  breaches of such provisions in such other  jurisdictions,  the above
provisions  as they  relate  to  each  jurisdiction  being,  for  this  purpose,
severable into diverse and independent covenants.

     10.5 INJUNCTIVE RELIEF.  Executive acknowledges and agrees that, because of
the unique and  extraordinary  nature of his services,  any breach or threatened
breach of the  provisions  of  Sections  10.1,  10.2,  or 10.3 hereof will cause
irreparable injury and incalculable harm to the Corporation, and the Corporation
shall,  accordingly,  be entitled to injunctive and other  equitable  relief for
such  breach or  threatened  breach and that resort by the  Corporation  to such
injunctive or other equitable relief shall not be deemed to waive or to limit in
any respect any right or remedy which the  Corporation  may have with respect to
such breach or threatened  breach.  The Corporation and Executive agree that any
such action for  injunctive  or  equitable  relief  shall be heard in a state or
federal  court  situate in Rhode Island and each of the parties  hereto,  hereby
agrees to accept service of process by registered mail and to otherwise  consent
to the jurisdiction of such courts.

     10.6 EXPENSES OF  ENFORCEMENT  OF COVENANTS.  In the event that any action,
suit or  proceeding  at law or in equity is  brought to  enforce  the  covenants
contained in Sections 10.1,  10.2, or 10.3 hereof or to obtain money damages for
the breach  thereof,  the party  prevailing  in any such  action,  suit or other
proceeding shall be entitled upon demand, to reimbursement  from the other party
for all expenses (including, without limitation,  reasonable attorneys' fees and
disbursements) incurred in connection therewith.

     10.7  SEPARATE  AGREEMENT.  The  provisions  of this  Section  10  shall be
construed as an agreement on the part of the Executive  independent of any other
part of this Agreement or any other agreement, and the existence of any claim or

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<PAGE>
cause of action of the Executive against the Corporation,  whether predicated on
this Agreement or otherwise,  shall not constitute a defense to the  enforcement
by the Corporation of the provisions of this Section 10.

     11. INDEMNIFICATION.

     The Corporation shall provide the Executive (including his heirs, executors
and  administrators)  with  coverage  under a standard  directors  and  officers
liability  insurance policy at the  Corporation's  expense to the same extent as
provided  for any other  director,  officer or trustee  of the  Corporation.  In
addition,  the  Corporation  shall  indemnify  the  Executive  (and  his  heirs,
executors and  administrators)  to the fullest extent permitted under the law of
its state of  incorporation  against all  expenses  and  liabilities  reasonably
incurred  by him in  connection  with  or  arising  out of any  action,  suit or
proceeding in which the Executive may be involved by reason of his having been a
director or officer of the Corporation or any subsidiary thereof.  Such expenses
and liabilities shall include, but not be limited to, judgments, court costs and
attorneys' fees and the cost of reasonable  settlements,  such settlements to be
approved by the Board if such action is brought  against  the  Executive  in his
capacity as a director or officer of the Corporation or any subsidiary  thereof.
The  Corporation  shall,  upon the  request  of the  Executive,  advance  to the
Executive  such  amounts  as  necessary  to cover  expenses,  including  without
limitation legal fees and expenses, incurred by the Executive in connection with
any suit or  proceeding  in which the Executive may be involved by reason of his
being  or  having  been a  director  or  officer  of the  Corporation  or of any
subsidiary thereof. Such indemnity and advance of expenses,  however,  shall not
extend to matters as to which the Executive is finally adjudged to be liable for
wilful misconduct in the performance of his duties.

     12. ARBITRATION.

     Except with respect to any proceeding  brought under Section 10 hereof, any
controversy,  claim,  or dispute  between the parties,  directly or  indirectly,
concerning this Employment Agreement or the breach hereof, or the subject matter
hereof,  including  questions  concerning  the scope and  applicability  of this
arbitration  clause,  shall be finally  settled by  arbitration  in Kent County,
Rhode Island  pursuant to the rules then  applying of the  American  Arbitration
Association The arbitrators shall consist of one representative  selected by the
Corporation, one representative selected by the Executive and one representative
selected  by the  first  two  arbitrators  The  parties  agree to  expedite  the
arbitration proceeding in every way, so that the arbitration proceeding shall be
commenced  within  thirty (30) days after request  therefore is made,  and shall
continue  thereafter,  without  interruption,  and  that  the  decision  of  the
arbitrators  shall be handed down within  thirty (30) days after the hearings in
the arbitration proceedings areclosed.  The arbitrators shall have the right and
authority to assess the cost of the arbitration proceedings and to determine how
their  decision  or  determination  as to each issue or matter in dispute may be
implemented or enforced.  The decision in writing of any two of the  arbitrators
shall be binding and conclusive on all of the parties to this Agreement.  Should
either  the  Corporation  or the  Executive  fail to appoint  an  arbitrator  as
required  by this  Section 12 within  thirty (30) days after  receiving  written

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<PAGE>
notice  from the other  party to do so, the  arbitrator  appointed  by the other
party  shall act for all of the parties  and his  decision  in writing  shall be
binding and conclusive on all of the parties to this Employment  Agreement.  Any
decision  or award of the  arbitrators  shall be  final  and  conclusive  on the
parties to this  Agreement;  judgment upon such decision or award may be entered
in any competent Federal or state court located in the United States of America;
and the application may be made to such court for  confirmation of such decision
or award for any order of enforcement  and for any other legal remedies that may
be necessary to effectuate such decision or award.

     13. NOTICES.

     All  notices,  requests,  consents  and other  communications  required  or
permitted to be given hereunder, shall be in writing and shall be deemed to have
been duly given if delivered personally or sent by prepaid telegram, telecopy or
mailed  first-class,  postage prepaid,  by registered or certified mail (notices
sent by telegram or mailed shall be deemed to have been given on the date sent),
to the parties at their  respective  addresses  hereinabove set forth or to such
other address as either party shall  designate by notice in writing to the other
in accordance  herewith.  Copies of all notices shall be sent to the Executive's
attorney so designated, in writing from time to time.

     14. GENERAL.

     14.1 GOVERNING  LAW. This Agreement  shall be governed by and construed and
enforced  in  accordance  with the  local  laws of the  State  of  Rhode  Island
applicable to agreements made and to be performed entirely in Rhode Island.

     14.2  CAPTIONS.  The section  headings  contained  herein are for reference
purposes only and shall not in any way affect the meaning or  interpretation  of
this Agreement.

     14.3 ENTIRE  AGREEMENT.  This Agreement sets forth the entire agreement and
understanding  of  the  parties  relating  to the  subject  matter  hereof,  and
supersedes all prior  agreements,  arrangements and  understandings,  written or
oral,  relating to the subject  matter  hereof.  No  representation,  promise or
inducement has been made by either party that is not embodied in this Agreement,
and neither  party  shall be bound by or liable for any alleged  representation'
promise or inducement not so set forth.

     14.4  SEVERABILITY.  If any of the  provisions of this  Agreement  shall be
unlawful, void, or for any reason, unenforceable, such provision shall be deemed
severable  from, and shall in no way affect the validity or  enforceability  of,
the remaining portions of this Agreement.

     14.5 WAIVER. The waiver by any party hereto of a breach of any provision of
this  Agreement by any other party shall not operate or be construed as a waiver
of any subsequent breach of the same provision or any other provision hereof.

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<PAGE>
     14.6  COUNTERPARTS.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed an original, but all of which taken
together shall constitute one and the same Agreement.

     14.7 ASSIGNABILITY.  This Agreement, and Executive's rights and obligations
hereunder,  may not be assigned by  Executive.  The  Corporation  may assign its
rights,  together with its  obligations,  hereunder in connection with any sale,
transfer or other  disposition  of all or  substantially  all of its business or
assets;  in any event the rights and  obligations of the  Corporation  hereunder
shall be binding on its successors or assigns, whether by merger,  consolidation
or acquisition of all or substantially all of its business or assets;  provided,
however,  that any such assignment  shall not release the  Corporation  from its
obligations  hereunder,  provided the Executive has been requested and given his
consent in writing. This Agreement shall inure to the benefit of, and be binding
upon,  the  Executive  and  his  executors,   administrators,  heirs  and  legal
representatives.

     14.8  AMENDMENT.  This  Agreement  may be  amended,  modified,  superseded,
cancelled,  renewed or extended and the terms or covenants hereof may be waived,
only by a written  instrument  executed by both of the parties hereto, or in the
case of a waiver, by the party waiving  compliance.  No superseding  instrument,
amendment, modification, cancellation, renewal or extension hereof shall require
the consent or approval of any person other than the parties hereto. The failure
of either  party at any time or times to require  performance  of any  provision
hereof shall in no matter  affect the right at a later time to enforce the same.
No waiver by either  party of the breach of any term or  covenant  contained  in
this Agreement,  whether by conduct or otherwise,  in any one or more instances,
shall be deemed to be, or construed  as, a further or  continuing  waiver of any
such breach,  or a waiver of the breach of any other term or covenant  contained
in this Agreement.

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<PAGE>
     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

ATTEST:                               JD AMERICAN WORKWEAR, INC.


By:                                   By:
   -----------------------------         -------------------------------
   Name:                                 Name:
   Title:                                Title



WITNESS:

--------------------------            ----------------------------------
                                      David N. DeBaene, individually


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