8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) September 9, 2005

Super Vision International, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-23590	59-3046866
(Commission File Number)	(IRS Employer Identification No.)

8210 Presidents Drive, Orlando, Florida	32809
(Address of Principal Executive Offices)	(Zip Code)

(407) 857-9900

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On September 9, 2005 (the “Signing Date”), Super Vision International, Inc. (the “Company”) entered into an employment and non-competition agreement (the “Employment Agreement”) with Michael A. Bauer. The Employment Agreement provides that Mr. Bauer shall serve as President and Chief Executive Officer of the Company effective January 1, 2006. The Employment Agreement has an initial term expiring on December 31, 2007, and will continue for successive one year increments unless the Employment Agreement is terminated by either party. From the Signing Date until December 31, 2005, Mr. Bauer will continue in his position as Vice President of Sales and Marketing of the Company.

The Employment Agreement provides that Mr. Bauer shall receive a base salary of $180,000 per annum (which base salary may be increased based on Mr. Bauer’s annual performance review and shall increase no less than 3% per annum during the initial term of the Employment Agreement), performance bonus compensation of up to $190,000 and a monthly automobile allowance of $1,000. Mr. Bauer shall also receive a one-time moving allowance of $25,000. The actual performance bonus payment is based upon the Company’s achievement of certain financial and performance objectives.

In addition, subject to Mr. Bauer’s continued employment with the Company on the applicable grant and vesting dates, the Company has agreed to grant Mr. Bauer certain options to purchase the Company’s class A common stock (the “Stock Options”). Pursuant to the Employment Agreement, Mr. Bauer is entitled to receive the following Stock Options: (i) an option to purchase 40,000 shares of the Company’s class A common stock at an exercise price equal to the fair market value of such stock on the Signing Date, which is fully vested on the Signing Date; (ii) an option to purchase 75,000 shares of the Company’s class A common stock shall be granted on January 1, 2007 at an exercise price equal to the fair market value of such stock on the Signing Date, vesting as to 25,000 shares on January 15, 2007 and 50,000 shares on March 31, 2007, provided that the Company achieves certain financial milestones set forth in the Company’s 2006 Board approved operating plan; and (iii) an option to purchase 75,000 shares of the Company’s class A common stock shall be granted on January 1, 2008 at an exercise price equal to the fair market value of such stock on the Signing Date, vesting as to 25,000 shares on January 15, 2008 and 50,000 shares on March 31, 2008, provided that the Company achieves certain financial milestones set forth in the Company’s 2007 Board approved operating plan. If the financial milestones are not achieved by the Company, a percentage of the applicable Stock Option may vest, based on the portion of the milestone that was achieved.

In the event of termination of Mr. Bauer’s employment by the Company for any reason other than cause of disability, Mr. Bauer shall receive twelve months base salary. The Employment Agreement also contains confidentiality and non-competition provisions. The forgoing description of the Employment Agreement is qualified in its entirety by the terms of the Employment Agreement which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

On September 9, 2005, the Company and Brett M. Kingstone, the Company’s President, Chief Executive Officer and Chairman of the Board, entered into a transition agreement (the “Transition Agreement”). The Transition Agreement provides that upon stepping down from his position as President and Chief Executive Officer of the Company, effective January 1, 2006, Mr. Kingstone will serve as a consultant to the Company. The Transition Agreement provides that on or before January 1, 2006 Mr. Kingstone shall receive $70,000 and payment of unpaid accrued expenses and benefits as of December 31, 2005 (the “Severance Payment”) in complete satisfaction of any severance or other obligation of the Company to Mr. Kingstone under his Employment Agreement with the Company dated January 1, 1994 (the “Existing Employment Agreement”) and $5,000 to assist in the transition to an offsite office. The Transition Agreement further provides that for individual consulting projects requiring over 10 hours of time, upon prior approval, Mr. Kingstone will receive a consulting fee of $100 per hour. The Transition Agreement authorizes Mr. Kingstone to perform certain consulting services for the Company

in the first half of 2006 for total compensation not to exceed $10,000 per month. The Transition Agreement provides that Mr. Kingstone’s consulting relationship with the Company may be terminated at any time at either party’s option. Subject to re-election by the Company’s stockholders and board of directors, Mr. Kingstone will remain as Chairman of the Board of Directors of the Company for 2006. In consideration for serving as chair for 2006, the Company will pay Mr. Kingstone $15,000 on the date of the 2006 annual stockholders meeting and such additional compensation as is paid to all outside directors of the Company.

The Transition Agreement also provides that in consideration of the Severance Payment, Mr. Kingstone will continue to work toward collecting the judgment awarded to the Company in a lawsuit filed by the Company against various defendants in the Circuit Court in and for Orange County Florida (case number CI-99-9392) and any sums that can be obtained by the Company in certain related litigation. The Transition Agreement amends the Contingent Proceeds Participation Agreement between the Company and Mr. Kingstone dated September 19, 2003 by, among other things, increasing the percentage of net proceeds received by the Company from such litigation that is payable to Mr. Kingstone from 25% to 50% in consideration of Mr. Kingstone’s continuing collection activities relating to such lawsuits.

The Transition Agreement further provides that the Company shall (i) transfer ownership to Mr. Kingstone of his Company laptop computer; (ii) grant Mr. Kingstone a fully vested stock option to purchase 60,000 shares of the Company’s Class A common stock at an exercise price equal to the fair market value of such shares on the date of the Transition Agreement and (iii) subject to shareholder approval, grant to Mr. Kingstone a fully vested warrant to purchase 289,187 shares of the Company’s Class A common stock at an exercise price equal to the fair market value of such shares on the date of the Transition Agreement.

The Transition Agreement also provides that Mr. Kingstone shall enter into a non-competition, confidential information and invention assignment agreement with the Company. Except as set forth herein, the Transition Agreement supersedes all prior employment agreements between the Company and Mr. Kingstone including the Existing Employment Agreement, which will terminate effective December 31, 2005. The forgoing description of the Transition Agreement is qualified in its entirety by the terms of the Transition Agreement which is filed herewith as Exhibit 10.2 and incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

The Transition Agreement supercedes the Existing Employment Agreement between the Company and Mr. Kingstone, which will terminate effective December 31, 2005, and all other agreements, plans, programs, policies and arrangements relating to the terms of Mr. Kingstone’s employment with the Company. The material terms of the Transition Agreement are described under Item 1.01 above and incorporated by reference into this Item 1.02.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b)

On September 14, 2005, the Company announced that Mr. Kingstone will step down as the President and Chief Executive Officer of the Company effective January 1, 2006. Mr. Kingstone shall remain as the Chairman of the Board and shall serve as a consultant to the Company pursuant to the terms of the Transition Agreement described under Item 1.01 above and incorporated by reference into this Item 5.02(b). A copy of the related press release is attached as Exhibit 99.1 hereto and incorporated by reference into this Item 5.02(b).

(c)

On September 14, 2005, the Company announced the appointment of Mr. Bauer as President and Chief Executive Officer of the Company, effective January 1, 2006. Since October 2004, Mr. Bauer has served as Vice President of Sales and Marketing of the Company. From 2002 until joining the Company, Mr. Bauer served as an executive consultant to General Electric, Lighting Systems Division and owned and operated Pro Lighting, Inc., a sports lighting systems supplier. From 2000 to 2002, he served as vice president of sales for Lighting Corporation of America, a nine-brand division of US Industries, Inc. and from 1998 though 2000 as vice president of sales for Cooer Lighting, a division of Cooper Industries. From 1995 to 1998, Mr. Bauer oversaw the Lumark, McGraw-Edison and Cooper Utility brands for Cooper Lighting. Mr. Bauer began his career with General Electric’s Lighting Division in 1988 and held various roles in operations, product development and sales management.

Mr. Bauer’s employment as the President and Chief Executive Officer of the Company is subject to the terms of the Employment Agreement described under Item 1.01 above and incorporated by reference into this Item 5.02(c). A copy of the related press release is attached as Exhibit 99.1 hereto and incorporated by reference into this Item 5.02(c).

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1	Employment Agreement between the Company and Michael A. Bauer dated September 9, 2005.
10.2	Transition agreement between the Company and Brett M. Kingstone dated September 9, 2005.
99.1	Press Release issued by Super Vision International, Inc. on September 14, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

September 14, 2005	SUPER VISION INTERNATIONAL, INC.
	/s/ Danilo A. Regalado
	Name: Danilo A. Regalado
	Title: Chief Financial Officer and Chief Operating Officer

EXHIBIT INDEX

Exhibit Number	Description
10.1	Employment Agreement between the Company and Michael A. Bauer dated September 9, 2005.
10.2	Transition agreement between the Company and Brett M. Kingstone dated September 9, 2005.
99.1	Press Release issued by Super Vision International, Inc. on September 14, 2005.

EX-10.1

Exhibit 10.1

EMPLOYMENT AND NON-COMPETITION AGREEMENT

This Employment and Non-Competition Agreement (this “Agreement”), is dated as of the 9^th day of September, 2005 (the “Signing Date”) and is entered into by and between Super Vision International, Inc., a Delaware corporation (the “Employer”) and Michael A. Bauer (the “Employee”).

W I T N E S S E T H :

WHEREAS, Employee desires to continue his employment with the Employer, and the Employer desires to continue to employ Employee upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, the Employee and the Employer agree as follows:

Section 1. Employment of Employee

(a) Term. Employee’s employment hereunder will commence on January 1, 2006 (the “Effective Date”) and will expire on December 31, 2007 (the “Initial Term”). Employment of Employee will be extended automatically for successive one-year periods thereafter (each a “Renewal Term”; and together with the Initial Term, collectively, the “Term”), unless either party gives at least ninety (90) days’ written notice to the other party of its desire to terminate this Agreement prior to the end of the Initial Term or any Renewal Term, as the case may be (“Non-Renewal Notice”). During such 90-day notice period, the Employee agrees to continue to provide services under this Agreement. The Employee’s employment hereunder may be terminated sooner than the expiration of the Term pursuant to the terms and conditions described below in Section 2. If either party provides written notice to the other party of its desire to terminate this Agreement at least ninety (90) days prior to the expiration of the Initial Term or any Renewal Term, upon the expiration of the Initial Term or any Renewal Term, as applicable, this Agreement shall terminate. The provisions of this Agreement that may be reasonably interpreted as surviving termination of this Agreement, including without limitation Sections 2 and 3, shall continue in effect after termination of this Agreement. The date on which Employee ceases to be employed by Employer, regardless of the reason therefore is referred to in this Agreement as the “Date of Termination.”

(b) Duties and Responsibilities. From the Signing Date until December 31, 2005, Employee will continue to serve as Vice President of Sales and Marketing of Employer. Effective January 1, 2006, Employee shall serve as President and Chief Executive Officer of Employer, or in such other positions as assigned by Employer with Employee’s consent from time to time. Employee agrees to apply his best efforts, entire productive time, attention, and energies to the business of Employer and shall assume and perform such reasonable responsibilities and duties as may be assigned to him from time to time by the Board of Directors of Employer (the “Board”). To the extent that the Employer shall have any parent, subsidiaries, affiliated corporations, partnerships, or joint ventures (collectively “Related Entities”), Employee shall perform such duties to promote these entities and their respective interests to the same extent as the interests of the Employer and without additional

compensation. At all times during the Term, Employee agrees to abide by any employee handbook, policy, or practice that the Employer has established with respect to its employees. Notwithstanding the foregoing, Employee shall be permitted to engage in charitable and civic activities and manage his personal passive investments, provided that such activities (individually or collectively) do not materially interfere with the performance of his duties or responsibilities under this Agreement.

(c) Location; Relocation. The location at which Employee shall perform services for Employer shall be 8210 Presidents Drive, Orlando, Florida, or such other principal office of Employer as shall be established by the Board from time to time. Employer may require Employee to travel extensively to other locations on Employer’s business, but Employee’s primary residence shall be in the Orlando, Florida metropolitan area. Employee and his family shall relocate to the Orlando, Florida metropolitan area before January 1, 2006. Employer shall reimburse Employee for the costs of moving to the Orlando, Florida metropolitan area by paying Employee a $25,000 non-accountable moving allowance (the “Moving Allowance”). Employer shall pay Employee $15,000 of the Moving Allowance on the Signing Date and the balance of $10,000 after relocation of Employee and his family to the Orlando, Florida metropolitan area is completed.

(d) Compensation. During the Term, as full compensation for his services hereunder and in consideration for the Employee’s covenants contained in this Agreement, the Employer shall pay the Employee a base salary at the per annum rate of $180,000 payable in accordance with the customary payroll practices of the Employer (“Base Salary”). In addition, during the Term, Employee shall be eligible to receive performance bonus compensation in accordance with the terms and conditions set forth on Schedule 1 attached hereto. After the Initial Term, performance bonus compensation, if any, shall be based upon performance criteria to be determined by the Board or the compensation committee of the Board (the “Compensation Committee”) after consultation with Employee. Based on Employee’s annual performance review by the Compensation Committee, Employee may be eligible for future salary increases depending on various factors, such as the Employer’s performance and Employee’s satisfactory job performance, provided that in no event may Employee’s annual salary adjustment be less than 3% per annum for the Initial Term.

(e) Stock Options. On the Signing Date, Employee will be granted a stock option to purchase 40,000 shares of Employer’s Class A common stock at an exercise price equal to the fair market value of such shares on the date of grant as determined by the Compensation Committee. Such option shall fully vest as to all 40,000 of the shares subject to the option on the Signing Date. Subject in all instances to Employee’s continued employment with Employer, on January 1, 2007, Employer shall grant Employee an option to purchase 75,000 shares of Employer’s Class A common stock at an exercise price equal to the fair market value of such shares on the Signing Date. Provided that the revenue and net income before taxes milestones set forth in Employer’s 2006 Board approved operating plan are achieved this option shall vest as to 25,000 shares subject to such option on January 15, 2007 and 50,000 shares on March 31, 2007, respectively. Subject in all instances to Employee’s continued employment with Employer, on January 1, 2008, Employer shall grant Employee an option to purchase 75,000 shares of Employer’s Class A common stock at an exercise price equal to the fair market value of such shares on the Signing Date. Provided that the revenue and net income before taxes milestones set forth in Employer’s 2007 Board approved operating plan are achieved this option shall vest as to 25,000 shares subject to such option on January 15, 2008 and 50,000 shares on March 31, 2008, respectively. If a revenue and net income before taxes milestone is not

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achieved, but Employer achieves at least 25% of such milestone, than an option shall vest with respect to a corresponding pro rata percentage of shares on the relevant vesting date. For example, if Employer achieves 50% of the targeted net income before taxes milestone for 2006, 25,000, or 50%, of the shares subject to the applicable option shall vest on March 31, 2007. All such options shall be subject to the terms and conditions of Employer’s stock option plan pursuant to which the options are granted and shall be conditioned upon Employee’s execution of a stock option agreement with Employer in the form specified by the Compensation Committee.

For purposes of this Agreement, net income before taxes shall be determined without regard to any gains, losses, profits, charges or expenses realized by the Company from any legal proceeding to which the Company is a party that is pending on the Effective Date including, without limitation, awards to Employer of attorneys’ fees and costs incurred by Employer in such proceedings and any legal fees or costs of any party to such proceedings, other than Employer, that are paid by Employer.

(f) Expenses. Employer agrees to pay or reimburse Employee for all reasonable vouchered business expenses incurred during his employment which have been submitted in accordance with any expense reimbursement policy or practice of the Employer.

(g) Benefits. Employer will provide to the Employee and, to the extent eligible, his dependents, any benefit, including without limitation, medical insurance program reimbursement, 401k savings plan, etc., which are provided by Employer generally to its employees, subject to the provisions of the various benefit plans, programs, or policies in effect from time to time. Employer reserves the right to change or eliminate these benefits at any time.

(h) Vacation; Personal Days. During the Term, Employee shall be entitled to fifteen (15) days paid vacation annually, three (3) personal/sick days and as many holidays as are in accordance with Employer’s policy then in effect generally for its employees.

(i) Life Insurance. Employee agrees that Employer shall have the right to obtain life insurance on Employee’s life, at Employer’s sole expense and with Employer as the sole beneficiary thereof. Employee shall (i) cooperate fully with Employer in obtaining such life insurance, (ii) sign any necessary consents, applications and other related forms or documents, and (iii) take any required medical examinations.

(j) Car Allowance. During the Term, Employer will provide Employee with a monthly car allowance of $1,000 to cover the costs of insuring and maintaining an automobile for use in the business of Employer.

Section 2. Termination of Employment

(a) Termination by the Employer. The Employer may terminate the employment of Employee at any time, with or without cause, upon ninety (90) days prior written notice. If the Employee’s employment is terminated by Employer for any reason other than Disability or Cause (as such terms are defined below), including the termination of Employee’s employment upon expiration of the Initial Term or any Renewal Term pursuant to a Non-Renewal Notice delivered by Employer to Employee, Employee shall receive (i) twelve months’ Base Salary

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payable in accordance with the customary payroll practices of Employer over the twelve month period immediately following the Date of Termination, (ii) any unpaid reimbursable expenses outstanding as of the Date of Termination and (iii) payment for accrued and unused benefits as of the Date of Termination such as vacation. In the event of a termination of Employee’s employment by Employer for Cause (as defined below), Employee shall receive unpaid Base Salary through, and any unpaid reimbursable expenses outstanding as of, the Date of Termination and payment for accrued and unused benefits as of the Date of Termination such as vacation. If Employee’s employment with Employer is terminated by Employer for any reason, or no reason, all of the restrictions contained in Section 3 shall survive the expiration or termination of Employee’s employment in accordance with the terms set forth therein. Except as set forth in this paragraph, if Employee’s employment with Employer is terminated by the Employer, following the Date of Termination the Employer shall have no further obligations under this Agreement.

“Cause” shall be limited to the following: (i) Employee’s refusal to perform his duties in a satisfactory manner as contemplated by this Agreement; (ii) dishonesty or other acts by Employee that adversely affect Employer; (iii) a violation of Employer’s policies or practices which justifies immediate termination; (iv) arrest or conviction of a felony or of any crime involving moral turpitude, fraud or misrepresentation; (v) the commission by Employee of any act which could reasonably be expected to injure the reputation, business, or business relationships of Employer or any Related Entities; or (vi) any material breach of this Agreement.

(b) Termination by Employee. Employee agrees to provide Employer with at least ninety (90) days’ prior written notice of his intent to terminate his employment (“Termination Notice Period”). Failure to provide such notice terminates Employee’s entitlement to payment for accrued, unused benefits, such as vacation. In the event of a termination of Employee’s employment by Employee, including the termination of Employee’s employment upon expiration of the Initial Term or any Renewal Term pursuant to a Non-Renewal Notice delivered by Employee to Employer, Employee shall receive unpaid Base Salary through, and any unpaid reimbursable expenses outstanding as of, the Date of Termination and payment for accrued and unused benefits as of the date of Termination such as vacation. If Employee’s employment with Employer is terminated by Employee for any reason, or no reason, all of the restrictions contained in Section 3 shall survive the expiration or termination of Employee’s employment in accordance with the terms set forth therein. Employer reserves the right to terminate Employee before the end of the Termination Notice Period provided that Employee shall receive the Base Salary that he would have received from the date of the last payroll payment to the end of the Termination Notice Period and any unpaid reimbursable expenses outstanding as of the Date of Termination and payment for accrued and unused benefits as of the Date of Termination such as vacation. During the Termination Notice Period, the Employee agrees to provide services under this Agreement using his best efforts. Except as set forth in this paragraph, if Employee’s employment with Employer is terminated by Employee, following the Date of Termination, the Employer shall have no further obligations under this Agreement.

(c) Termination Due to Death or Disability. If Employee’s employment with Employer terminates by reason of his death or Disability (as defined below), Employee, or his estate as applicable, shall receive unpaid Base Salary through, and any unpaid reimbursable expenses outstanding as of, the Date of Termination and payment for accrued and unused benefits as of the Date of Termination such as vacation. For purposes hereof, the term “Disability” means the Employee’s inability, due to a medical condition, physical disability or mental illness, to perform his regular duties for at least 90 days in any 180 consecutive day period, without any

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reasonable prospect of a full recovery within an additional 30 days that will allow Employee to resume his regular full-time duties. In the case of Disability, the Date of Termination shall be the date the Board determines that Employee’s employment has terminated due to Disability. If Employee’s employment with Employer terminates as a result of his Disability, all of the restrictions contained in Section 3 shall survive the expiration or termination of Employee’s employment in accordance with the terms set forth therein. Except as set forth in the paragraph, If Employee’s employment with Employer terminates by reason of his death or Disability, following the Date of Termination, the Employer shall have no further obligations under this Agreement.

Section 3. Non-Competition; Protection of Confidential Information; Etc.

(a) Rationale for Restrictions. Employee agrees that his services hereunder are of a special, unique, extraordinary and intellectual character, and his position with the Employer places him in a position of confidence and trust with the customers, suppliers and employees of the Employer and/or Related Entities. Employee also acknowledges that the Employer designs, manufactures, markets and sells LED and fiber optic lighting products used in applications in the commercial, architectural, signage, swimming pool and OEM markets throughout the world and that the Employer competes with many entities. Employee further acknowledges that the rendering of services under this Agreement necessarily requires the disclosure to Employee of Confidential Information (as defined below) of the Employer and/or Related Entities. Employee and the Employer agree that in the course of employment hereunder, Employee has and will continue to develop a personal relationship with the Employer’s customers, and a knowledge of these customers’ affairs and requirements which may constitute the Employer’s primary and only contact with such customers. Employee acknowledges that the Employer’s relationships with its established customers may therefore be placed in Employee’s hands in confidence and trust. Employee consequently agrees that it is reasonable and necessary for the protection of the goodwill and legitimate business interests of the Employer and/or the Related Entities that Employee make the covenants contained herein, that the covenants are a material inducement for the Employer to employ or continue to employ Employee and to enter into this Agreement, and that the covenants are given as an integral part of and incident to this Agreement.

(b) Non-Competition In Related Business. While employed by Employer and for a period of two (2) years thereafter, Employee shall not, directly or indirectly, whether or not for consideration, enter into the employment of, render any services to, engage, manage, operate, join, or own, lend money or otherwise offer other assistance to or participate in or be connected with, as an officer, director, employee, principal, agent, creditor, proprietor, representative, stockholder, partner, associate, consultant or otherwise, any person or entity that competes with Employer in the fiber optic and/or LED lighting business.

(c)(i) Solicitation of Employees. While employed by the Employer and for a period of one (1) year thereafter, Employee shall not, whether for his own account or for the account of any person or entity hire, attempt to hire, solicit, attempt to solicit, endeavor to entice away from the Employer or any of the Related Entities, or otherwise interfere with any relationship of the Employer or any of the Related Entities with, any person (including, but not limited to, any independent contractor or representative) who is, or during the twelve (12) month period prior to the Date of Termination, was employed by or otherwise engaged to perform services for the Employer or any such Related Entities.

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(c)(ii) Solicitation of Customers. While employed by the Employer and for a period of two (2) years thereafter, Employee shall not, whether for his own account or for the account of any person or entity solicit, attempt to solicit, endeavor to entice away from the Employer or any of the Related Entities, hire, deal with, attempt to attract business from, accept business from, or otherwise interfere with any relationship of the Employer or any Related Entities with any person or entity who is or was a customer or client of the Employer or any Related Entities during the twenty four (24) month period prior to the Date of Termination.

(d) Use and Disclosure of Confidential Information. Employee recognizes and acknowledges that he has access to Confidential Information (as defined below). Accordingly, Employee agrees that he will not, during and for a period of four (4) years after his employment, except as required in the course of his employment, use or disclose any Confidential Information to any individual or entity. Employee further agrees that he will not permit any person or entity to examine or make copies of any documents which contain or are derived from Confidential Information, without the prior written permission of Employer. The provisions of this subparagraph shall not apply to information which is generally known to the public (except by reason of Employee’s breach of his obligations hereunder) and information which Employee is required to disclose by order of a court of competent jurisdiction (but only to the extent specifically ordered by such court and, when reasonably possible, after Employee has given Employer or Related Entities prior notice of such intended disclosure so that it or they have the opportunity to seek a protective order if deemed appropriate). Employee also will not disclose to the Employer or Related Entities any trade secrets belonging to a former employer.

As used in this Agreement, “Confidential Information” shall mean studies, plans, reports, surveys, analyses, sketches, drawings, specifications, notes, records, memoranda, computer-generated data, or documents, and all other nonpublic information relating to the business activities of the Employer and/or the Related Entities, or any other party with whom the Company agrees to hold information of such party in confidence, including, without limitation, all methods, processes, formulas, techniques, equipment, research data, experiments, marketing and sales information, personnel data, customer lists, employee lists, supplier lists, financial data, trade secrets, and the like which presently or, in the future, are in the possession of Employer and/or Related Entities. Said Confidential Information may be in either human or computer readable form, including, but not limited to, software, source code, hex code, or any other form.

(e) Rights to Intellectual Property. While employed by the Employer, Employee will disclose to the Employer any ideas, inventions, works of authorship, or business plans (“Intellectual Property”) developed by him which relate directly or indirectly to the business or a similar business of Employer or Related Entities, including without limitation, any process, operation, product or improvement which may be patentable or copyrightable. Employee agrees that the Intellectual Property is or will be the property of the Employer and that he will, at the Employer’s request and cost, do whatever is necessary to obtain the rights thereto, by patent, copyright or otherwise, for the Employer. Employee agrees that all works of authorship protected by copyright law created during Employee’s employment with Employer shall be deemed works “made for hire” under the Copyright Act. If, for any reason, the work is not deemed a “work made for hire,” Employee otherwise hereby assigns to Employer all rights of copyright in and to any such works. Employee further agrees that, whether or not he is in the employ of Employer, he will cooperate in good faith to the extent and in the manner requested by Employer in the prosecution or defense of any patent or copyright claims or any litigation or other proceedings involving any Intellectual Property. The Employer will pay for all expenses associated with Employee’s compliance with this provision.

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(f) Scope of Covenants. If any of the covenants contained in Section 3 are held to be invalid or unenforceable due to the unreasonableness of the time, geographic area, or range of activities covered by such covenants, such covenants shall nevertheless be enforced to the maximum extent permitted by law and effective for such period of time, over such geographical area, or for such range of activities as may be determined to be reasonable by a court of competent jurisdiction and the parties hereby consent and agree that the scope of such covenants may be judicially modified, accordingly, in any proceeding brought to enforce such covenants.

(g) Remedies for Breach of the Agreement. Employee consents and agrees that if he violates any covenants contained in this Agreement, Employer and/or Related Entities would sustain irreparable harm and, therefore, in addition to any other remedies which may be available to it, Employer and/or Related Entities shall be entitled to an injunction restraining Employee from committing or continuing any such violation of this Agreement. Nothing in this Agreement shall be construed as prohibiting Employer and/or Related Entities from pursuing any other remedy or remedies including, without limitation, recovery of damages. Employee acknowledges that Related Entities have rights under this Agreement and that they may enforce these rights as third party beneficiaries.

(h) Survival. The provisions of Section 3 shall survive the termination of this Agreement or Employee’s employment irrespective of the reason for such termination. The provisions of Section 3 shall survive in accordance with its terms after this Agreement’s expiration or termination of Employee’s employment even if Employee continues to work for the Employer or any Related Entity without renewing this Agreement.

These restrictive covenants are intended to benefit the Employer and any parent, subsidiaries, affiliated corporations, partnerships, joint ventures, or other Related Entities. Accordingly, these restrictive covenants may be enforced by the Employer and any parent, subsidiaries, affiliated corporations, partnerships, joint ventures, or other Related Entities.

These restrictive covenants shall be construed as agreements independent of any other provision in this Agreement, and the existence of any claim or cause of action of the Employee against the Employer, whether predicated upon this Agreement or otherwise, shall not constitute a defense to the enforcement by the Employer of any restrictive covenant. The Employer has fully performed all obligations entitling it to the restrictive covenants, and the restrictive covenants therefore are not executory or otherwise subject to rejection under the Bankruptcy Code.

These restrictive covenants may be assigned without the knowledge or consent of the Employee, and they may be enforced by any assignee of, or successor to, the rights set forth in this Agreement.

Section 4. Anti-Disparagement

Employee covenants and agrees, both during and after the termination of employment, that he shall not make any comments which could be construed as negative concerning Employer or any Related Entity to any individual or entity, including but not limited to, clients, customers,

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employees, or financial or credit institutions. Employer covenants and agrees, both during and after the termination of employment, that it shall not make any comments which could be construed as negative concerning Employee to any individual or entity, including but not limited to, clients, customers, employees, or financial or credit institutions.

Section 5. Employee’s Purchase of Stock During Employment

Notwithstanding the foregoing, and while employed by the Employer, and for a period of two (2) years thereafter, Employee may acquire, solely as an investment, shares of capital stock or other equity securities of any company which is traded on any national securities exchange or regularly quoted in the over-the-counter market, so long as Employee does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control of, more than one percent of any class of capital stock of such corporation. Employee agrees to inform the Employer’s legal counsel prior to the acquisition of any stock of Employer or any Related Entity.

Section 6. Return of Employer Property On Termination

Employee agrees to promptly return the Employer’s property to the Employer’s headquarters upon termination of his employment with Employer. Failure to comply with this provision will result in the immediate suspension of any payment then due and owing to the Employee under this Agreement until such property is returned. The Employer reserves the right to take appropriate legal action against the Employee in the event of a breach of this provision.

Section 7. Verification of Compliance

Upon termination of employment, Employee shall, at the request of Employer and for no additional consideration, verify in writing and under oath, in the form attached hereto as Exhibit A, his compliance with the provisions of this Agreement relating to Intellectual Property and Confidential Information. This provision shall not give rise to any claim by Employee for severance pay or other payments upon Employee’s termination of employment.

Section 8. Miscellaneous Provisions

(a) Integration, Waiver and Severability. This Agreement sets forth the entire agreement between the parties with respect to the matters covered herein and supersedes all prior agreements, whether oral or written. No waiver or modification of this Agreement or of any part contained herein shall be valid unless in writing and duly executed by Employee and approved by the Board. The waiver by Employer of any breach of a provision of this Agreement shall not be construed as a waiver of any succeeding breach or a waiver of any breach of any other provision. No evidence of any waiver or modification shall be offered or received in evidence in any proceeding or litigation between the parties hereto arising out of or affecting this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed as aforesaid. The failure of either party at any time to require performance by the other party of any provision hereunder shall in no way affect the right of that party thereafter to enforce the same, or to enforce any of the other provisions in this Agreement; nor shall the waiver by either party of the breach of any provision hereof be taken or held to be a waiver of any subsequent breach of such provision or as a waiver of the provision itself. Whenever possible each provision, term and covenant of this Agreement will

Page 8 of 13

be interpreted in a manner to be effective and valid but if any provision, term or covenant of this Agreement is held to be prohibited or invalid by a court of competent jurisdiction, then such provision, term or covenant will be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provision, term or covenant or the remaining provisions, terms or covenants of this Agreement.

(b) Benefit and Assignability. This Agreement shall bind the Employee, his heirs and successors, and the Employer, its successors and assigns. This Agreement requires the personal services of the Employee and cannot be assigned by the Employee. The Employee agrees not to delegate his obligations or duties hereunder or any portion thereof. The Employer may, without recourse, assign all its rights and obligations to any entity that acquires or succeeds to the business of the Employer by merger, sale of assets, consolidation, operation of law, or otherwise. The rights and obligations of the Employer hereunder shall be binding upon and run in favor of the successors and assigns of the Employer.

(c) Notice. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing, and if sent by certified mail, return receipt requested, to his residence set forth on the signature page hereof, unless otherwise changed by Employee through written notice to Employer, in the case of the Employee, or to its principal office in the case of the Employer set forth on the signature page hereof, unless otherwise changed by Employer by providing written notice to the Employee.

(d) Section Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(e) Prevailing Party. The prevailing party to an action to enforce or defend this Agreement is entitled to attorney’s fees and reasonable costs incurred in connection therewith, including, but not limited to, those incurred at the pre-litigation, pre-trial, trial, and appellate levels.

(f) References. Whenever the masculine pronoun is used, it includes the feminine pronoun, and the singular includes the plural, and vice versa, where the context requires.

(g) Counterparts; Facsimile. This Agreement may be executed in one or more counter-parts, each of which shall be deemed an original, but all of which taken together shall constitute one of the same instrument. A facsimile signature of this Agreement shall be deemed an original.

(h) Applicable Law; Jurisdiction; Venue; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA, WHETHER SUBSTANTIVE OR PROCEDURAL. THE CONVENIENT AND EXCLUSIVE JURISDICTIONS AND VENUE FOR ANY LEGAL ACTION ARISING OUT OF THIS AGREEMENT SHALL BE IN THE STATE AND FEDERAL COURTS OF COMPETENT JURISDICTION LOCATED IN ORANGE COUNTY OR THE MIDDLE DISTRICT OF FLORIDA. EACH OF THE PARTIES HERETO AGREES THAT IT SHALL SUBMIT TO, IS AND SHALL BE BOUND BY THE JURISDICTION OF SUCH COURTS. EACH OF THE PARTIES HERETO HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING UNDER THIS AGREEMENT OR REGARDING THE EMPLOYMENT OF EMPLOYEE BY EMPLOYER DURING OR AFTER THE TERM OF THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT TO EMPLOYER ENTERING INTO THIS AGREEMENT.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

/s/ Michael A. Bauer
MICHAEL A. BAUER
Address:	8979 Harris Road
	Concord, North Carolina 28027
SUPER VISION INTERNATIONAL, INC.
By:	/s/ Brett M. Kinstone
Name:	Brett M. Kingstone
Title:	President and Chief Executive Officer

Address:	8210 Presidents Drive
	Orlando, Florida 32809

Page 10 of 13

EXHIBIT A

My employment by Employer is terminated. I have read and understood my agreement with Employer dated                         , 2005 (the “Agreement”), and particularly the provisions relating to Intellectual Property and Confidential Information. I hereby swear, UNDER OATH, that:

1. I have complied with all provisions of the Agreement, including those relating to Intellectual Property and Confidential Information.

2. I have fully disclosed all items of Intellectual Property to Employer. I have given Employer all documents and other materials referred to in the Agreement, or if I have not done so, the withheld documents and materials are:                                                          . If I discover any documents and other materials covered by this Agreement in my possession in the future, I will immediately return them to the Employer after discovery.

3. I understand that the misappropriation of confidential information and documents may be considered a crime under the laws of the State of Florida.

(Name)
STATE OF FLORIDA)
	)SS:
COUNTY OF	)

The foregoing instrument was acknowledged before me this              day of                         , 200_ by                                                                  .

Personally Known                      OR Produced Identification                     

Type of Identification Produced

Print or Stamp Name:

Notary Public, State of Florida at Large

Commission No.:

My Commission Expires:

Page 11 of 13

SCHEDULE 1 TO EMPLOYMENT AGREEMENT

Compensation Plan	Effective Date:					1/1 to 12/31/2006
President & CEO
	Plan Update:					9/9/2005 Rev 2
Employee	Mike Bauer
Income Package:						Annualized Value
Base Salary:					$	180,000
Additional: Car Allowance					$	12,000
Target Bonus	% of Base Comp: 49	%			$	190,000
Target Total Compensation					$	382,000
Part 1: Earnings Achievement
Total Bonus Objective:					$	150,000
1a. Gross Margin Pay-out:	25	%	$	37,500
Upon achieving target GM of Approved 2006 Operations Plan	100	%	$	37,500
Upon achieving Target GM +.5%	105	%	$	39,375
Upon achieving Target GM + 1%	110	%	$	41,250
Upon achieving Target GM +1.5%	120	%	$	45,000
(2007 Potential Bonus increases to $43,750)
1b. Net Operating Profit	75	%	$	112,500
Based on achieving target Audited Net Profit of 2006 Op Plan, after approval by the Board	$TBD					Note: The operating profit bonus will be finally paid set as the lesser of 10% of the total net profit or the percentage shown in this plan.
	80	%	$	90,000
	90	%	$	101,250
	100	%	$	112,500
	110	%	$	123,750
	120	%	$	135,000

Page 12 of 13

SCHEDULE 1 TO EMPLOYMENT AGREEMENT

(Continued)

	Part 2: Management Achievement
	Total Bonus Objective:			$40,000
	Paid out on the completion of the following items:
1	Achieve Top Line Revenue Budget for 2006	25%	$10,000
2	Achieve $2,000,000 in OEM/Licensing Revenue in 2006	25%	$10,000
3	Manage and achieve overall operating expense budget for 2006	25%	$10,000
4	Achieve Investor Relations objectives TBD	25%	$10,000

	Part 3: Stock Option Incentive
1.	CEO Agreement date	40,000	Stock Options
2.	January 15, 2007 - achievement of 2006 revenue in the approved Budget	25,000	Stock Options	Note: Stock options will be prorated if performance does not exceed 100%, but still achieves 25%.
3.	March 31, 2007 - achievement of 2006 net operating profit in the approved Budget	50,000	Stock Options	Note: Stock options will be prorated if performance does not exceed 100%, but still achieves 25%.

Prepared by Compensation Committee:	/s/ Brian McCann
	Brian McCann
	/s/ Fritz Zeck
	Fritz Zeck
	/s/ Tony Nicolosi
	Tony Nicolosi
	Date: September 9, 2005
Reviewed and Accepted by:	/s/ Mike Bauer
	Mike Bauer - Appointed President & CEO
	Date: September 9, 2005

** This plan supersedes and cancels any and all other commission or bonus programs.

Page 13 of 13

EX-10.2

EXHIBIT 10.2

SUPER VISION INTERNATIONAL, INC.

September 9, 2005

Mr. Brett M. Kingstone

Super Vision International, Inc.

8210 Presidents Drive

Orlando, FL 32809

Dear Brett,

This letter sets forth the terms of the consulting arrangement between you and Super Vision International, Inc. (“Super Vision”). You have advised us that you desire to transition from your current position as Chief Executive Officer and President of Super Vision effective January 1, 2006. Through December 31, 2005, you will remain as Chief Executive Officer and President of Super Vision at your current compensation. Upon stepping down from the position of Chief Executive Officer and President effective January 1, 2006, you have indicated that, subject to your re-election by Super Vision’s stockholders and the Board of Directors, you will remain as Chairman of Super Vision’s Board of Directors. The Board and Super Vision value your deep knowledge of the lighting industry and particularly of Super Vision, its business, personnel, suppliers and other constituents. Because of our mutual interest in a smooth management transition, we have requested that you serve as a consultant after your tenure as Chief Executive Officer and President has ended. You have agreed to do so on the terms set forth in this letter, specifically:

1. In your capacity as a consultant, your services will include working with Super Vision’s legal counsel on resolving pending legal proceedings, including collection matters relating to such litigation, completing outstanding license agreements for Super Vision’s LED patent portfolio, and remaining available to Super Vision with reasonable notice, to perform duties at the reasonable request of Super Vision’s Board of Directors and/or Chief Executive Officer. These duties may include consultation on matters on which you worked during your employment with Super Vision, and may also include assisting with investor relations.

2. In your capacity as a consultant, you will become chair of a newly created Strategic Initiatives Committee. The purpose of the Strategic Initiatives Committee shall be to work with Super Vision’s Board of Directors and/or Chief Executive Officer to support strategic litigation, technology licensing and development activities. It is anticipated that this Committee will include Tony Castor as a member and provide compensation to its members who are members of the Board of Directors substantially similar to the compensation provided to members of the compensation committee of the Board of Directors. For any individual projects requiring over 10 hours of your time, upon prior approval from the Board of Directors and/or Chief Executive Officer, you shall be paid a consulting fee equal to $100.00 per hour for all time expended by you on any individual project over 10 hours. The approved projects for the first half of 2006 are the pending litigation with Color Kinetics, OEM licensing and investor relations. You are hereby authorized to support the Chief Executive Officer with respect to these matters for total compensation not to exceed $10,000 per month.

3. Your consulting relationship with Super Vision may be terminated at anytime with or without notice, for any reason or no reason, with or without cause or for any or no cause, at either party’s option.

4. On or before January 1, 2006, you shall receive (i) $70,000 in a lump sum, (ii) any unpaid reimbursable expenses outstanding as of December 31, 2005 and (iii) payment for accrued and unused benefits as of December 31, 2005 such as vacation in complete satisfaction of any severance or other obligation of Super Vision to you under the Employment Agreement dated January 1, 1994 between you and Super Vision (the “Severance Payment”). In consideration of the Severance Payment, until December 31, 2009, you shall continue working toward collecting the Judgment in the Lawsuit against the Wu Defendants and the defendants in the Related Litigation (as such terms are defined in that certain Contingent Proceeds Participation Agreement (the “Participation Agreement”) between you and Super Vision dated September 19, 2003, as amended by this Agreement).

5. The Participation Agreement is hereby amended as follows:

(i) Super Vision may, but is not obligated to, provide funds for Collection Activities. Any such expenditures must be approved in advance by Super Vision’s Chief Executive Officer. You may provide Kingstone Funds or Third Party Funds to secure the posting of Bonds for overseas Collection Activities.

(ii) The first sentence of Section 2.2 of the Participation Agreement is hereby amended in its entirety to read as follows: “In consideration for Collection Activities, the Corporation shall pay Kingstone fifty percent (50.0%) of the Net Proceeds (as defined below) actually received by the Corporation from all Collection Activities (the “Proceeds Participation”).”

(iii) The first clause of Section 3 of the Participation Agreement is hereby amended in its entirety to read as follows: “For purposes of this Agreement: (a) the term “Proceeds” means the cash and other assets, if any, actually received from time to time by the Corporation from the Collection Activities including, without limitation, real property and inventory and any cash or other assets received by the Corporation from the sale of seized property or products from the Wu Defendants or any settlements in cash or property received by the Corporation from the Wu Defendants and/or Defendants or other parties in any Related Litigation, including without limitation, Gitto Global, Rami Yosefian and the Wu Defendant’s bankers and lawyers (all non-cash Proceeds shall be valued at fair market value as determined in good faith by the Company’s Board of Directors),”

(iv) The Participation Agreement shall terminate on December 31, 2009.

(v) Capitalized terms used in this paragraph 5 and not otherwise defined have the meanings set forth in the Participation Agreement. Except as amended hereby, the Participation Agreement shall remain in full force and effect.

6. As a condition to Super Vision’s obligations under this Agreement, including without limitation, your engagement as a consultant to Super Vision, you agree to enter into a Non-Competition, Confidential Information and Invention Assignment Agreement in the form attached to this Agreement (the “Confidentiality Agreement”).

7. As further consideration for the services and for your obligations described in this Agreement, Super Vision hereby transfers ownership to you of your Super Vision laptop computer and, on or before January 1, 2006, you shall be paid a one-time lump sum payment of $5,000 to enable you to transition to an independent, offsite office effective January 1, 2006. In addition, on the date of this Agreement you shall be granted a non-statutory stock option (the

2

“Option”) to purchase 60,000 shares of Super Vision Class A common stock at an exercise price equal to the fair market value of such shares on the date of grant as determined by the Compensation Committee of the Board of Directors. The Option shall be assignable by you upon the terms and conditions set forth in the Option, fully vested on the grant date, exercisable for a term of ten years and shall be subject to the terms and conditions of Super Vision’s stock option plan pursuant to which the Option is granted. Super Vision shall also prepare and file a proxy statement with the Securities and Exchange Commission to solicit proxies to approve the grant to you of a warrant (the “Warrant”) to purchase 289,187 shares of Super Vision Class A common stock at an exercise price equal to the fair market value of such shares on the date of this Agreement as determined by the Compensation Committee of the Board of Directors. The grant of the Warrant shall be subject to the approval of the company’s stockholders at a special meeting expected to be held before December 31, 2005. The Warrant shall be assignable by you upon the terms and conditions set forth in the Warrant, fully vested on the grant date and exercisable for a term of ten years. You acknowledge that pursuant to Section 3.B. of the Warrant Agreement dated March 31, 1997 between you and Super Vision, the warrant granted therein will terminate at such time as you are no longer an employee of the company and that your services as a consultant or director to Super Vision shall not constitute employment for purposes of such Warrant Agreement.

8. We agree to use our best efforts to cause you to be re-elected as a director of Super Vision at the 2006 annual meeting of stockholders and to be re-elected as Chairman of the Board of Directors of the company for 2006. Subject to your re-election by Super Vision’s stockholders and the Board of Directors, you will remain as Chairman of Super Vision’s Board of Directors (“Chair”). As Chair you shall perform such duties and responsibilities as are normally related to such position in accordance with Super Vision’s bylaws and applicable law, including serving as chairman of all meetings of the Board of Directors and stockholders of Super Vision. In consideration for your service as Chair for 2006, Super Vision shall pay you $15,000 on the date of the 2006 annual meeting of stockholders and such additional compensation as is paid to all outside directors of Super Vision. You shall be covered by director and officer liability insurance and indemnified by the company to the fullest extent afforded any outside director of Super Vision.

9. You acknowledge that you are performing these services as an independent contractor, and not as a Super Vision employee, and that you are responsible for any taxes that are payable as a result of this arrangement. Effective December 31, 2005, the Employment Agreement between you and Super Vision dated January 1, 1994 is terminated and shall be of no further force or effect.

10. This Agreement will be governed by the laws of the State of Florida, without regard to conflicts of laws provisions. Exclusive venue for any legal proceeding arising out of this Agreement shall be Orange County, Florida. Except for actions seeking injunctive relief hereunder or under the Confidentiality Agreement, prior to the initiation of any action, proceeding, arbitration or other mechanism to resolve a dispute or disagreement arising out of or related to this Agreement, or the rights and obligations of the parties hereto, you and Super Vision agree to attend mediation with a mutually agreeable mediator or, in the absence of same, a mediator selected by counsel for Super Vision. The mediation shall be set at a mutually convenient time no more than thirty (30) days from the first demand for mediation and the parties shall devote up to one day to the mediation (with the mediator being able to declare an impasse prior to that time). Each party shall pay half of the mediator’s fee, in advance. Each party shall be responsible for his or its attorneys’ fees incurred in connection with the mediation. If a party refuses to set or attend a mediation in accordance with the provisions of this Paragraph 10, the condition shall be deemed satisfied.

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11. No waiver or modification of this Agreement or of any covenant, condition or limitation herein contained shall be valid unless in writing and duly executed by you and Super Vision. This Agreement, the Participation Agreement, and the Confidentiality Agreement constitute the entire agreement between us with respect to the subject matter of this Agreement and supersede any and all previous agreements between us, whether written or oral, with respect to such subject matter. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives, and permitted successors and assigns.

Brett, if this letter reflects our agreement, please sign and date it where indicated.

Sincerely yours,
SUPER VISION INTERNATIONAL, INC.
By:	/s/ Danilo Regalado
	Danilo Regalado, Chief Financial Officer and
	Chief Operating Officer
Read and agreed.
/s/ Brett M. Kingstone
Brett M. Kingstone
Date: September 9, 2005

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

September 14, 2005

For more information: Richard Heiner, Marketing Director, Super Vision International

Phone 407-857-9900 x216 Fax 407-857-0050

email: rheiner@svision.com

######

SUPER VISION ANNOUNCES MIKE BAUER TO BECOME PRESIDENT/CEO

Orlando, Florida: Super Vision International, Inc. (NASDAQ: SUPVA) a world leading manufacturer of fiber optic and LED lighting announced today that it has appointed Mike Bauer as President and CEO effective January 1, 2006. Mr. Bauer has served as the company’s Vice President of Sales and Marketing for the past year and was recommended by Super Vision’s current President/CEO, Brett Kingstone, to succeed him. Mr. Kingstone will remain as President and CEO until Mr. Bauer takes office on January 1, 2006 and will continue as Chairman of the Board.

“It has been a spectacular opportunity and thrill to lead this company out of a small garage to $12 million in sales,” stated Brett Kingstone, Super Vision’s founder and CEO. “However, the time has come for new management to lead us to the next level of growth. Mike Bauer is a proven leader in the lighting industry. His success in leading the lighting sales and marketing efforts for several Fortune 500 companies, including his previous positions as VP of Sales for Cooper Lighting, VP of Sales for Lighting Corporation of America, Director of Marketing and Product Development for Lumark/McGraw-Edison and his cross functional experience with GE Lighting Systems, makes him uniquely qualified for the job. Personally, I have known Mike for over ten years and I have not found anyone who is more dedicated and tireless in our industry. Mike will lead our team in supporting all of our employees, customers and distributors with a passion unmatched by any other company.”

“In the 18 years I have worked in lighting, I have never been more excited about a company, its products and its prospects for dramatic growth in an emerging technology. Even more important, I have never worked with a group of people more committed to seeing a company breakout and succeed.” stated Bauer. “A strong, diversified foundation has been laid to build upon and I am grateful to Brett and the Board of Directors for their support in allowing me to execute an exciting plan that we expect will lead Super Vision to profitable growth.”

######

Certain of the above statements contained in this press release are forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Reference is made to Super Vision’s filings under the Securities Exchange Act for factors that could cause actual results to differ materially. Super Vision undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those indicated in the forward-looking statements as a result of various factors. Readers are cautioned not to place undue reliance on these forward-looking statements.