10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-05869

SUPERIOR UNIFORM GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Florida	11-1385670
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

10055 Seminole Blvd.

Seminole, Florida 33772

(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (727) 397-9611

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, par value $.001 per share	Listed on the NASDAQ Stock Market

Securities registered pursuant to Section 12(g) of the Act: N/A

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller Reporting Company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

At June 30, 2010, the aggregate market value of the registrant’s common shares held by non-affiliates, computed by reference to the last sales price ($9.80) as reported by the NASDAQ Stock Market, was approximately $37 million.

The number of shares of common stock outstanding as of February 21, 2011 was 5,977,715 shares.

Documents Incorporated by Reference:

Portions of the Registrant’s Definitive Proxy Statement to be filed with the Commission not later than 120 days after the conclusion of the Registrant’s fiscal year ended December 31, 2010, relating to its Annual Meeting of Shareholders to be held May 6, 2011, are incorporated by reference to furnish the information required by Items 10, 11, 12, 13 and 14 of Part III. Exhibit index may be found on Page 40.

PART I

Special Note Regarding Forward-Looking Statements

References in this report to “the Company,” “Superior,” “we,” “our,” or “us” mean Superior Uniform Group, Inc. together with its subsidiaries, except where the context otherwise requires. Certain matters discussed in this Form 10-K are “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe,” “anticipate,” expect” or words of similar import. Similarly, statements that describe our future plans, objectives, strategies or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that may materially adversely affect the anticipated results. Such risks and uncertainties include, but are not limited to, the following: general economic conditions in the areas of the United States in which the Company’s customers are located; changes in the healthcare, resort and commercial industries where uniforms and service apparel are worn; the impact of competition; our ability to successfully integrate operations following consummation of acquisitions; the availability of manufacturing materials and those risks discussed under Item 1A of this report entitled “Risk Factors.” Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements made herein and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are only made as of the date of this Form 10-K and we disclaim any obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

Item 1. Business

Superior Uniform Group, Inc. was organized in 1920 and was incorporated in 1922 as a New York company under the name Superior Surgical Mfg. Co., Inc. In 1998, the Company changed its name to Superior Uniform Group, Inc. and its state of incorporation to Florida.

Superior, through its Signature marketing brands – Fashion Seal^®, Fashion Seal Healthcare^®, Martin’s^®, Worklon^®, UniVogue^®and Blade – manufactures and sells a wide range of uniforms, career apparel and accessories for the hospital and healthcare fields; hotels; fast food and other restaurants; and public safety, industrial, and commercial markets. There are no significant distinct segments or lines of business. In excess of 95% of Superior’s business consists of the sale of uniforms and service apparel, and miscellaneous products directly related thereto.

Products

Superior manufactures and sells a wide range of uniforms, corporate identity apparel, career apparel and accessories for the medical and health fields as well as for the industrial, commercial, leisure, and public safety markets. Its principal products are:

• Uniforms and service apparel for personnel of:

• Hospitals and health facilities;

• Hotels, commercial buildings, residential buildings, and food service facilities;

• Retail stores;

• General and special purpose industrial uses;

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• Commercial enterprises (career apparel for banks, airlines, etc.);

• Public and private safety and security organizations; and

• Miscellaneous service uses.

• Miscellaneous products directly related to:

• Uniforms and service apparel specified above (e.g. boots and sheets); and

• Linen suppliers and industrial launderers, to whom a substantial portion of Superior’s uniforms and service apparel are sold; such products being primarily industrial laundry bags.

Uniforms and service apparel account for in excess of 95% of net sales; no other single class of product listed above accounts for more than 10% of net sales.

Competition

Superior competes with more than three dozen firms, including divisions of larger corporations. Superior competes with national and regional manufacturers which include publicly held companies such as Cintas Corporation, Unifirst Corporation and G&K Services, as well as ARAMARK – a division of privately-held ARAMARK Corporation. Superior also competes with local firms in most major metropolitan areas. The nature and degree of competition varies with the customer and the market where it occurs. Industry statistics are not available, but we believe that Superior is one of the leading suppliers of garments to hospitals and industrial clean rooms, hotels and motels, food service establishments and uniforms to linen suppliers. Superior experiences competition primarily in the areas of product development, styling and pricing. We believe that the strength of our brands and marketing, coupled with the quality of our products, allow us to compete effectively.

Customers

Superior has a substantial number of customers, the largest of which accounted for approximately 5% of its 2010 net sales.

Backlog

Although Superior at all times has a substantial backlog of orders, we do not consider this significant since our backlog of orders at any time consists primarily of recurring firm orders being processed and filled.

Superior normally completes shipments of orders from stock within one week after their receipt. As of February 21, 2011, the backlog of all orders that we believe to be firm was approximately $5.5 million, compared to approximately $6.7 million as of February 22, 2010.

Inventory

Superior markets itself to its customers as a “stock house.” Therefore, Superior at all times carries substantial inventories of raw materials (principally piece goods) and finished garments which requires substantial working capital. Superior’s principal raw materials are textile products. In 2010 and 2009, approximately 54% and 62%, respectively, of our products were obtained from suppliers located in Central America. Superior does not believe that it is dependent upon any of its suppliers, despite the concentration of its purchasing from a few sources, as other suppliers of the same or similar products are readily available. However, if Superior is unable to continue to obtain its products from Central America it could significantly disrupt Superior’s business.

Intellectual Property

Superior owns and uses several trademarks and service marks relating to its brands that have significant value and are instrumental to its ability to market its products. Superior’s most significant trademark is its mark “Fashion Seal Uniforms” (presently registered with the United States Patent and Trademark Office until August 8, 2017). The Fashion Seal Uniforms trademark is critically important to the marketing and operation of Superior’s business, as more than 50% of Superior’s products are sold under that name.

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Environmental Matters

In view of the nature of our business, compliance with federal, state, and local laws regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, has had no material effect upon our operations or earnings and we do not expect it to have a material impact in the future.

Employees

Superior employed 630 persons, of which 626 were full-time employees, as of December 31, 2010.

Securities Exchange Act Reports

The Company maintains an internet website at the following address: www.superioruniformgroup.com. The information on the Company’s website is not incorporated by reference in this annual report on Form 10-K.

We make available on or through our website certain reports and amendments to those reports that we file with or furnish to the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These include our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, and Section 16 filings. We make this information available on our website free of charge as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC.

Item 1A. Risk Factors

Our business, operations and financial condition are subject to various risks, and many of those risks are driven by factors that we cannot control or predict. The following discussion addresses those risks that management believes are the most significant, and you should take these risks into account in evaluating us or any investment decision involving us. Additional risks and uncertainties not presently known or that we currently believe to be less significant may also adversely affect us.

Risks Relating To Our Industry

We face intense competition within our industry and our revenue may decrease if we are not able to respond to this competition accordingly.

Customers in the uniform and corporate identity apparel industry choose suppliers primarily based upon the quality, price and breadth of products offered. We encounter competition from a number of companies in the geographic areas we serve. Major competitors include publicly held companies such as Cintas Corporation, Unifirst Corporation and G&K Services, as well as ARAMARK – a division of privately-held ARAMARK Corporation. We also compete with a multitude of regional and local competitors that vary by market. If our existing or future competitors seek to gain or retain market share by reducing prices, we may be required to lower our prices, which would adversely affect our operating results. In addition, our competitors generally compete with us for acquisition candidates, which can increase the price for acquisitions and reduce the number of acquisition candidates available to us.

Regional or national economic slowdowns and high unemployment levels will likely have an adverse effect on our revenues and operating results.

National or regional economic slowdowns or certain industry specific slowdowns resulting in higher unemployment levels and overall weak economic conditions generally result in reductions of customers’ employees in uniform that, in turn, adversely affect our revenues. If we are unable to offset this effect through the addition of new customers (through acquisition or otherwise) or the penetration of existing customers with a broader mix of product and service offerings, our revenue growth rates will be negatively impacted. Events or conditions in a particular geographic area, such as adverse weather and other factors, could also hurt our operating results. While we do not believe that our exposure is greater than that of our competitors, we could be adversely affected by increases in the prices of fabric, natural gas, gasoline, wages, employee benefits, insurance costs and other components of product cost unless we can recover such increases through increases in the prices for our products and services. Competitive and general economic conditions might limit our ability and that of our competitors to increase prices to cover such increases in our product cost.

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Volatility in the global economy could adversely affect results.

Global financial markets have been experiencing an extreme disruption, including, among other things, volatility in security prices, diminished liquidity and credit availability, rating downgrades of certain investments and declining valuations of others. However, there can be no assurance that there will not be further change, which could lead to challenges in our business and negatively impact our financial results. The current tightening of credit in financial markets adversely affects the ability of our customers and suppliers to obtain financing for significant purchases and operations and could result in a decrease in orders and spending for our products and services. We are unable to predict the likely duration and severity of the current disruption in financial markets and adverse economic conditions and the effects they may have on our business and financial condition.

The uniform and corporate identity apparel industry is subject to pricing pressures that may cause us to lower the prices we charge for our products and adversely affect our financial performance.

Many of our competitors source their product requirements from developing countries to achieve a lower cost operating environment, possibly in environments with lower costs than our offshore facilities, and those manufacturers may use these cost savings to reduce prices. To remain competitive, we must adjust our prices from time to time in response to these industry-wide pricing pressures. Moreover, increased customer demands for allowances, incentives and other forms of economic support could reduce our gross margins and affect our profitability. Our financial performance may be negatively affected by these pricing pressures if we are forced to reduce our prices and we cannot reduce our product costs or if our product costs increase and we cannot increase our prices.

Increases in the price of raw materials used to manufacture our products could materially increase our costs and decrease our profitability.

The principal fabrics used in our business are made from cotton, wool, silk, synthetic and cotton-synthetic blends. The prices we pay for these fabrics are dependent on the market price for the raw materials used to produce them, primarily cotton and chemical components of synthetic fabrics. These raw materials are subject to price volatility caused by weather, supply conditions, government regulations, economic climate, currency exchange rates, and other unpredictable factors. Fluctuations in petroleum prices may also influence the prices of related items such as chemicals, dyestuffs and polyester yarn. Any raw material price increase could increase our cost of sales and decrease our profitability unless we are able to pass higher prices on to our customers. In addition, if one or more of our competitors is able to reduce their production costs by taking advantage of any reductions in raw material prices or favorable sourcing agreements, we may face pricing pressures from those competitors and may be forced to reduce our prices or face a decline in net sales, either of which could have a material adverse effect on our business, results of operations and financial condition.

Changing international trade regulation and the elimination of quotas on imports of textiles and apparel may increase competition in our industry. Future quotas, duties or tariffs may increase our costs or limit the amount of products that we can import.

A portion of our operations are subject to quotas imposed by bilateral textile agreements between the countries from which we procure raw materials and the countries where our products are manufactured. These quotas limit the amount of products that may be imported from a particular country.

In addition, the countries in which our products are manufactured or into which they are imported may from time to time impose additional new quotas, duties, tariffs and requirements as to where raw materials must be purchased, additional workplace regulations, or other restrictions on our imports or adversely modify existing restrictions. Adverse changes in these costs and restrictions could harm our business. We cannot assure you that future trade agreements will not provide our competitors an advantage over us, or increase our costs, either of which could have a material adverse effect on our business, results of operations or financial condition.

Our operations are also subject to various international trade agreements and regulations such as the North American Free Trade Agreement and the Caribbean Basin Initiative, and the activities and regulations of the World Trade Organization (“WTO”). Generally, these trade agreements benefit our business by reducing or eliminating the duties and/or quotas assessed on products manufactured in a particular country. However, trade agreements can also impose requirements that negatively affect our business, such as limiting the countries from which we can purchase raw materials and setting quotas on products that may be imported into the United States from a particular country. In addition, increased competition from developing countries could have a material adverse effect on our business, results of operations or financial condition.

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The corporate identity apparel and uniform industry is subject to changing fashion trends and if we misjudge consumer preferences, the image of one or more of our brands may suffer and the demand for our products may decrease.

We believe our products are, in general, less subject to fashion trends compared to many other apparel manufacturers because we manufacture and sell uniforms, corporate identity apparel and other accessories. However, the apparel industry, including uniforms and corporate identity apparel is subject to shifting customer demands and evolving fashion trends and our success is also dependent upon our ability to anticipate and promptly respond to these changes. Failure to anticipate, identify or promptly react to changing trends or styles may result in decreased demand for our products, as well as excess inventories and markdowns, which could have a material adverse effect on our business, results of operations, and financial condition. In addition, if we misjudge consumer preferences, our brand image may be impaired.

RISKS RELATING TO OUR BUSINESS

Our success depends upon the continued protection of our trademarks and other intellectual property rights and we may be forced to incur substantial costs to maintain, defend, protect and enforce our intellectual property rights.

Our registered and common law trademarks, as well as certain of our licensed trademarks, have significant value and are instrumental to our ability to market our products. While we own and use several trademarks, our mark “Fashion Seal Uniforms” (presently registered until August 8, 2017) is important to our business, as more than 50% of our products are sold under that name. We cannot assure you that third parties will not assert claims against any such intellectual property or that we will be able to successfully resolve all such claims. In addition, although we seek international protection of our intellectual property, the laws of some foreign countries may not allow us to protect, defend or enforce our intellectual property rights to the same extent as the laws of the United States. We could also incur substantial costs to defend legal actions relating to use of our intellectual property, which could have a material adverse effect on our business, results of operations or financial condition. In addition, some of our license agreements with third parties will expire by their terms over the next several years. There can be no assurance that we will be able to negotiate and conclude extensions of such agreements on similar economic terms or at all.

Our customers may cancel or decrease the quantity of their orders, which could negatively impact our operating results.

Although we have long-standing customer relationships, we do not have long-term contracts with many of our customers. Sales to many of our customers are on an order-by-order basis. If we cannot fill customers’ orders on time, orders may be cancelled and relationships with customers may suffer, which could have an adverse effect on us, especially if the relationship is with a major customer. Furthermore, if any of our customers experience a significant downturn in their business, or fail to remain committed to our programs or brands, the customer may reduce or discontinue purchases from us. The reduction in the amount of our products purchased by several of our major customers could have a material adverse effect on our business, results of operations or financial condition.

In addition, some of our customers have experienced significant changes and difficulties, including consolidation of ownership, increased centralization of buying decisions, restructurings, bankruptcies and liquidations. A significant adverse change in a customer relationship or in a customer’s financial position could cause us to limit or discontinue business with that customer, require us to assume more credit risk relating to that customer’s receivables or limit our ability to collect amounts related to previous purchases by that customer, all of which could have a material adverse effect on our business, results of operations or financial condition.

We have significant pension obligations with respect to our employees and our available cash flow may be adversely affected in the event that payments became due under any pension plans that are unfunded or underfunded.

A portion of our active and retired employees participate in defined benefit pension plans under which we are obligated to provide prescribed levels of benefits regardless of the value of the underlying assets, if any, of the applicable pension plan. If our obligations under a plan are unfunded or underfunded, we will have to use cash flow from operations and other sources to pay our obligations either as they become due or over some shorter funding period. As of December 31, 2010, we had approximately $3.5 million in unfunded or underfunded obligations related to our pension plans.

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We may undertake acquisitions to expand our business, which may pose risks to our business.

We selectively pursue acquisitions from time to time as part of our growth strategy. We compete with others within our industry for suitable acquisition candidates. This competition may increase the price for acquisitions and reduce the number of acquisition candidates available to us. As a result, acquisition candidates may not be available to us in the future on favorable terms. Even if we are able to acquire businesses on favorable terms, managing growth through acquisition is a difficult process that includes integration and training of personnel, combining plant and operating procedures, and additional matters related to the integration of acquired businesses within our existing organization. Unanticipated issues related to integration may result in additional expense or in disruption to our operations, either of which could negatively impact our ability to achieve anticipated benefits. While we believe we will be able to fully integrate acquired businesses, we can give no assurance that we will be successful in this regard.

We are subject to local laws and regulations.

We are subject to federal, state and local laws and regulations affecting our business, including those promulgated under the Occupational Safety and Health Act, the Consumer Product Safety Act, the Flammable Fabrics Act, the Textile Fiber Product Identification Act, the rules and regulations of the Consumer Products Safety Commission and various labor, workplace and related laws, as well as environmental laws and regulations. Failure to comply with such laws may expose us to potential liability and have an adverse effect on our results of operations.

Shortages of supply of sourced goods from suppliers or interruptions in our manufacturing could adversely affect our results of operations.

We utilize multiple supply sources and manufacturing facilities. However, an unexpected interruption in any of the sources or facilities could temporarily adversely affect our results of operations until alternate sources or facilities can be secured. In 2010 and 2009 approximately 54% and 62%, respectively, of our products were obtained from suppliers located in Central America. If we are unable to continue to obtain our products from Central America, it could significantly disrupt our business. Because we source products in Central America, we are affected by economic conditions in Central America, including increased duties, possible employee turnover, labor unrest and lack of developed infrastructure.

Our business may be impacted by adverse weather.

Our corporate headquarters and a substantial number of our customers are located in Florida. During fiscal 2005, four hurricanes made land-fall in Florida, with Hurricane Wilma moving directly through South Florida and causing significant infrastructure damage and disruption to the area. Sales of our products were adversely affected by these and the other Gulf Coast hurricanes during fiscal 2005. While we were not impacted by any hurricane related events during fiscal 2009 or 2010, because we are located in Florida, which is a hurricane-sensitive area, we are particularly susceptible to the risk of damage to, or total destruction of, our headquarters and surrounding transportation infrastructure caused by a hurricane. In addition, similar disruptions to the business of our customers located in areas affected by hurricanes may adversely impact sales of our products.

Certain of our existing shareholders have significant control.

At December 31, 2010, our executive officers and certain of their family members collectively beneficially owned 35.7% of our outstanding common stock. As a result, our executive officers and certain of their family members have significant influence over the election of our Board of Directors, the approval or disapproval of any other matters requiring shareholder approval, and the affairs and policies of our company.

The success of our business depends on our ability to attract and retain qualified employees.

We need talented and experienced personnel in a number of areas including our core business activities. An inability to retain and attract qualified personnel, especially our key executives, could harm our business.

Item 1B. Unresolved Staff Comments

None.

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Item 2. Properties

The Company has an ongoing program designed to maintain and improve its facilities. Generally, all properties are in satisfactory condition. The Company’s properties are currently fully utilized (none noted as not fully utilized) and have aggregate productive capacity to meet the Company’s present needs as well as those of the foreseeable future. The material manufacturing and distribution locales are rented for nominal amounts due to cities providing incentives for businesses to locate in their area - all such properties may be purchased for nominal amounts. As a result, it is believed that the subject lease expirations and renewal terms thereof are not material. Set forth below are the locations of our facilities:

• Seminole, Florida – Plant of approximately 60,000 square feet owned by the Company; used as principal administrative office and for warehousing and shipping, as well as the corporate design center.

• Eudora, Arkansas – Plant of approximately 217,000 square feet, partially leased from the City of Eudora requiring payment of only a nominal rental fee; used for manufacturing, warehousing, and shipping;. The Company expects to exercise its option to extend the lease for an additional 5 year term at a nominal rate.

• McGehee, Arkansas – Plant of approximately 26,000 square feet, leased from the City of McGehee requiring payment of only a nominal rental fee; used for storage; lease expiring in 2014.

• San Salvador, El Salvador – Office space of approximately 16,000 square feet; owned by The Office Gurus, a subsidiary of Superior Office Solutions and Fashion Seal Corp., wholly-owned subsidiaries of the Company; used as office space.

• Costa Rica – Office space of approximately 1,115 square feet; leased by Superior Office Solutions S.A., wholly-owned subsidiary of Superior Office Solutions; lease expiring in 2013.

• Miscellaneous – Lexington, Mississippi: facility used for warehousing and shipping, approximately 40,000 square feet – owned by the Company; Dallas, Texas: leased sales office of approximately 2,055 square feet – lease expiring in 2012.

Item 3. Legal Proceedings

We are a party to certain lawsuits in the ordinary course of business. We do not believe that these proceedings, individually or in the aggregate, will have a material adverse effect on our financial position, results of operations or cash flows.

Item 4. (Removed and Reserved).

PART II

Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The principal market on which Superior’s common shares are traded is the NASDAQ Stock Market under the symbol “SGC”; said shares have also been admitted to unlisted trading on the Chicago Stock Exchange.

The following table sets forth the high and low sales prices and cash dividends declared on our common stock by quarter for 2010 and 2009 as reported in the consolidated transaction reporting system of the NASDAQ Stock Market.

	QUARTER ENDED
	2010								2009
	Mar. 31		June 30		Sept. 30		Dec. 31		Mar. 31		June 30		Sept. 30		Dec. 31
Common Shares:
High	$	10.40	$	10.30	$	10.20	$	11.35	$	9.18	$	8.16	$	9.59	$	10.85
Low	$	8.60	$	9.00	$	8.88	$	9.30	$	4.80	$	6.21	$	6.65	$	7.63
Dividends (total for 2010-$0.54; 2009-$0.54)	$	0.135	$	0.135	$	0.135	$	0.135	$	0.135	$	0.135	$	0.135	$	0.135

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We declared cash dividends of $0.135 per share in each of the quarters during the fiscal years ended December 31, 2009 and 2010. We intend to pay regular quarterly distributions to our common shareholders, the amount of which may change from time to time. Future distributions will be declared and paid at the discretion of our Board of Directors, and will depend upon cash generated by operating activities, our financial condition, capital requirements, and such other factors as our Board of Directors deem relevant.

Under our credit agreement with Fifth Third Bank, if an event of default exists, we may not make distributions to our shareholders. The Company is in full compliance with all terms, conditions and covenants of its credit agreement.

On February 21, 2011, we had 163 shareholders of record and the closing price for our common shares on the NASDAQ Stock Market was $10.86 per share.

Information regarding the Company’s equity compensation plans is incorporated by reference to the information set forth in Item 12 of Part III of this report under the section entitled “Equity Compensation Plan Information.”

Issuer Purchases of Equity Securities

The table below sets forth information with respect to purchases made by or on behalf of Superior Uniform Group, Inc. or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of our common shares during the three months ended December 31, 2010.

Period	(a) Total Number of Shares Purchased		(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
Month #1 (October 1, 2010 to October 31, 2010)		3,399	$	10.17		3,399
Month #2 (November 1, 2010 to November 30, 2010)		14,471	$	10.75		14,471
Month #3 (December 1, 2010 to December 31, 2010)		—		—		—
TOTAL		17,870	$	10.64		17,870		388,149

(1) On August 1, 2008, the Company’s Board of Directors reset the common stock repurchase program authorization to allow for the repurchase of 1,000,000 additional shares of the Company’s outstanding shares of common stock. There is no expiration date or other restriction governing the period over which we can make our share repurchases under the program. All such purchases were open market transactions.

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Item 6. Selected Financial Data

The following selected data is derived from our consolidated financial statements. This data should be read in conjunction with the consolidated financial statements and notes thereto incorporated into Item 8, and with Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Superior Uniform Group, Inc. and Subsidiaries

Consolidated Statements of Earnings

Years Ended December 31,

	2010		2009		2008			2007			2006
Net sales	$	105,877,854	$	102,801,921	$	123,745,201		$	120,457,891		$	123,714,773
Costs and expenses:
Cost of goods sold		68,411,383		69,583,043		83,402,581			80,837,592			84,385,588
Selling and administrative expenses		31,696,430		30,402,389		34,263,750			33,784,794			33,983,449
Goodwill impairment loss		—		—		1,617,411			—			—
Interest expense		23,041		119,607		321,126			329,674			451,026
		100,130,854		100,105,039		119,604,868			114,952,060			118,820,063
Earnings from continuing operations before taxes on income		5,747,000		2,696,882		4,140,333			5,505,831			4,894,710
Taxes on income		1,940,000		730,000		1,850,000			1,810,000			1,830,000
Earnings from continuing operations		3,807,000		1,966,882		2,290,333			3,695,831			3,064,710
Loss from discontinued operations, net of taxes		—		—		(156,560	)		(1,146,503	)		(867,443	)
Net earnings	$	3,807,000	$	1,966,882	$	2,133,773		$	2,549,328		$	2,197,267
Per Share Data:
Basic
Earnings from continuing operations	$	0.64	$	0.33	$	0.35		$	0.56		$	0.45
Loss from discontinued operations, net of taxes		0.00		0.00		(0.02	)		(0.18	)		(0.13	)
Net earnings	$	0.64	$	0.33	$	0.33		$	0.38		$	0.32
Diluted
Earnings from continuing operations	$	0.64	$	0.33	$	0.35		$	0.55		$	0.45
Loss from discontinued operations, net of taxes		0.00		0.00		(0.02	)		(0.17	)		(0.13	)
Net earnings	$	0.64	$	0.33	$	0.33		$	0.38		$	0.32
Cash dividends per common share	$	0.54	$	0.54	$	0.54		$	0.54		$	0.54
At year end:
Total assets	$	74,193,898	$	73,567,863	$	79,591,277		$	87,903,512		$	85,158,774
Long-term debt	$	—	$	—	$	3,379,000		$	2,445,604		$	2,201,806
Working capital	$	53,148,580	$	51,474,938	$	55,801,578		$	59,251,139		$	56,411,002
Shareholders’ equity	$	61,099,622	$	60,118,960	$	60,694,873		$	72,445,430		$	72,102,191

10

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

BUSINESS OUTLOOK: The current economic environment in the United States remains very challenging. Our primary products are provided to workers employed by our customers and, as a result, our business prospects are dependent upon levels of employment among other factors. Our revenues are impacted by the opening and closing of locations by our customers and reductions and increases in headcount by our customers. Additionally, voluntary employee turnover has been reduced significantly as a result of fewer alternative jobs available to employees of our customers. Fewer available jobs coupled with less attrition results in decreased demand for our uniforms and service apparel. Our focus is geared towards mitigating these factors in the current economic environment and has included the following strategies. We are actively pursuing acquisitions to increase our market share in the image apparel business. We completed the acquisition of Blade uniforms in November 2009 and this resulted in increased revenues of approximately $5.2 million in 2010. It is our intention to continue to seek additional acquisitions that fit into our image apparel business in the future. Secondly, we have diversified our business model to include a sector providing call center services to other businesses. This business sector was initially started to provide these services for the Company at a lower cost structure in order to improve our own operating results. This call center operation, located in El Salvador and Costa Rica, has enabled us to reduce our operating expenses and to more effectively service our customers’ needs. We began selling these services to other companies at the end of 2009 and as a result, we have grown this business from approximately $120,000 in annual revenues in 2009 to approximately $1 million in net sales to outside customers in 2010. We are aggressively marketing this service to others at this point and see this area as a growth sector in 2011 and beyond. Finally, we are pursuing new product lines to enhance our market position in the image apparel business. Toward this end, we entered into a new licensing agreement in January of 2011. This new licensing agreement provides us with access to patented technology which will allow us to market image apparel to our customers that will provide them with the ability to turn their uniforms from an expense item into point of sale advertisements that will, in turn, give them the ability to generate advertising revenues for their businesses. We believe that this new product line will provide us with the opportunity for significant growth in our image apparel business in the future. We expect to begin generating revenues from this new product line in the fourth quarter of 2011.

During the latter part of 2010, cotton prices began increasing dramatically and recently reached historical highs due to weather-related and other supply disruptions, which when combined with robust global demand, particularly in Asia, has created concerns about availability in addition to increased costs for our products. While we have been able to pass on a portion of these price increases to our customers, we expect that this could negatively impact our gross margins in 2011.

OPERATIONS: Net sales increased from $102,802,000 in 2009 to $105,878,000 in 2010. Approximately $5.2 million of increased sales came from the acquisition of Blade in the fourth quarter of 2009. Additionally, our net sales from our call center operations increased by approximately $895,000. These increases were offset by a decrease of $2.9 million in net sales as one of our customers eliminated their uniform program in 2010. This customer provided net sales in 2010 of approximately $725,000 prior to the termination of the program.

As a percentage of sales, cost of goods sold was 64.6% in 2010, and 67.7% in 2009. The percentage decrease in 2010 as compared to 2009 is primarily attributed to improved sourcing of product during late 2009 and the first half of 2010. The Company’s gross margins may not be comparable with other entities, since some entities include all of the cost related to their distribution network in cost of goods sold. As disclosed in Note 1 to the consolidated financial statements, the Company includes a portion of the costs associated with its distribution network in selling and administrative expenses. The amounts included in selling and administrative expenses for each of the years ended December 31, 2010 and 2009 were $6,084,000, and $6,470,000, respectively.

As a percentage of sales, selling and administrative expenses were 29.9% in 2010 and 29.6% in 2009. The increase in percentage in 2010 as compared to 2009 is attributed to higher salaries, wages and benefits as a percentage of net sales in 2010 (1.3%). The increase in salaries, wages and benefits as a percentage of sales is attributed to higher incentive earnings in the current year as a result of improved operating results (1.2%). This increase was offset by higher net sales to cover operating expenses (0.9%).

The effective income tax rate in 2010 was 33.8% and in 2009 was 27.1%. The 6.7% increase in such effective tax rate is attributed primarily to the following: a reduction in the benefit for untaxed foreign income (6.1%), and the impact of other items (0.6%). The reduction in the benefit for untaxed foreign income is attributed to the overall higher pre-tax income earned by the Company in 2010. During the years ended December 31, 2010 and 2009, the Company did not recognize deferred income taxes on foreign income of $1,015,000 and $1,085,000, respectively,

11

due to the fact that these amounts are considered to be reinvested indefinitely in the foreign subsidiaries. We do not expect to receive a significant benefit from untaxed foreign income in 2011 unless we end up making significant additional investments in those subsidiaries. Therefore, our effective tax rate will likely increase in 2011.

LIQUIDITY AND CAPITAL RESOURCES: The Company uses a number of standards for its own purposes in measuring its liquidity, such as: working capital, profitability ratios, long-term debt as a percentage of long-term debt and equity, and activity ratios. The Company’s balance sheet is very strong at this point and provides it with the ability to pursue acquisitions, to invest in new product lines and technologies, and to invest in additional working capital as necessary. The Company has no debt outstanding at December 31, 2010. Additionally, we have a $15 million revolving credit facility available for use in the event we should need it.

Accounts receivable increased 1.4% from $16,300,000 on December 31, 2009 to $16,523,000 as of December 31, 2010. The increase is primarily attributed to increased sales in the current year.

Accounts receivable - other decreased 22.6% from $1,645,000 on December 31, 2009 to $1,274,000 as of December 31, 2010. Accounts receivable-other consists primarily of receivables from certain of the Company’s suppliers. As a result of the earthquake in Haiti in January of 2010, the Company shifted a portion of its production to a different supplier in Central America. The supplier in Central America is not on the same program for advances as the former supplier in Haiti. The Company maintains title to the raw materials in Central America. This change in operations led to the decrease in other receivables.

Inventories decreased 3.2% from $32,054,000 on December 31, 2009 to $31,030,000 as of December 31, 2010. The decrease is a result of the timing of receipts of inventory. As discussed above, cotton shortages are being experienced worldwide. We have placed increased order levels for these raw materials in order to meet our expected demands. As of December 31, 2010, we have approximately $2,236,000 included in prepaid expenses for deposits on raw material inventories as compared to $781,000 at December 31, 2009. We anticipate that we will increase our inventories over the coming year in order to effectively service our customers.

Accounts payable decreased 5.9% from $5,426,000 on December 31, 2009 to $5,104,000 on December 31, 2010. This decrease was primarily due to timing of inventory purchases.

Other current liabilities increased 66.7% from $2,227,000 on December 31, 2009 to $3,713,000 on December 31, 2010, due primarily to an increase in incentive compensation payable at year end of $1,271,000. This amount will be paid in the first quarter of 2011.

Long-term pension liability decreased 30.9% from $5,116,000 on December 31, 2009 to $3,535,000 on December 31, 2010. The Company contributed $3,000,000 to its benefit plans in 2010. This amount was initially planned to be $1,000,000. However, management evaluated its cash position as well as the funded status of its plans and determined that the best use of this excess cash would be to increase its contributions. In addition to the contributions, the plans earned $1,618,000 on their assets in 2010. These reductions in the net liability were offset by 2010 interest and service costs of $1,659,000 as well as the impact of a reduction in the year end discount rate on the plans from 5.87% at December 31, 2009 to 5.49% to 5.28% at December 31, 2010. This change in the discount rates increased the year end liability by approximately $1,319,000.

At December 31, 2010, the working capital of the Company was approximately $53,100,000 and the working capital ratio was 7.0:1. The working capital of the Company at December 31, 2009 was approximately $51,475,000 and the working capital ratio was 7.7:1. The Company has operated without hindrance or restraint with its present working capital, believing that income generated from operations and outside sources of credit, both trade and institutional, are more than adequate to fund the Company’s operations.

The Company has an on-going capital expenditure program designed to maintain and improve its facilities. Capital expenditures were approximately $771,000 and $1,091,000 in 2010 and 2009, respectively.

During the years ended December 31, 2010 and 2009, the Company paid cash dividends of approximately $3,196,000 and $3,253,000, respectively, resulting from quarterly dividends of $.135 per share. On August 1, 2008, the Company’s Board of Directors reset the common stock repurchase program authorization to allow for the repurchase of 1,000,000 additional shares of the Company’s outstanding shares of common stock. The Company reacquired and retired 52,995 shares and 147,471 shares of its common stock in the years ended December 31, 2010 and 2009, respectively, with approximate costs of $533,000 and $1,255,000, respectively. At December 31, 2010, the Company had 388,149 shares remaining for purchase under its common stock repurchase authorization. Shares purchased under the share repurchase program are constructively retired and returned to unissued status. We

12

consider several factors in determining when to make share repurchases, including among other things, our cost of equity, our after-tax cost of borrowing, our debt to total capitalization targets and our expected future cash needs. There is no expiration date or other restriction governing the period over which we can make our share repurchases under the program. The Company anticipates that it will continue to pay dividends and that it will repurchase additional shares of its common stock in the future as financial conditions permit.

In 2010, cash and cash equivalents increased by approximately $2,742,000. This increase is attributed to approximately $6,455,000 in cash provided from operations, offset by approximately $609,000 utilized in investing activities, as well as approximately $3,104,000 utilized in financing activities. Investing activities consisted primarily of approximately $711,000 for net additions to property, plant and equipment. Financing activities consisted primarily of dividends paid and the repurchase of approximately $533,000 of Company stock, as discussed above.

On June 25, 2010, the Company entered into a 3-year credit agreement with Fifth Third Bank that made available to the Company up to $15,000,000 on a revolving credit basis. Interest is payable at LIBOR plus 0.90% based upon the one-month LIBOR rate for U.S. dollar based borrowings (1.16% at December 31, 2010). The Company pays an annual commitment fee of 0.15% on the average unused portion of the commitment. The available balance under the credit agreement is reduced by outstanding letters of credit. As of December 31, 2010, there were no balances outstanding under letters of credit. The revolving credit agreement expires on June 24, 2013. At the option of the Company, any outstanding balance on the agreement at that date will convert to a one-year term loan. On June 30, 2010, the Company’s previous revolving credit agreement with Wachovia Bank expired.

The credit agreement with Fifth Third Bank contains restrictive provisions concerning liabilities to tangible net worth ratios (.75:1), other borrowings, and fixed charges coverage ratio (2.5:1). The Company is in full compliance with all terms, conditions and covenants of the credit agreement.

With funds from the credit agreement, anticipated cash flows generated from operations and other credit sources readily available, the Company believes that its liquidity is satisfactory, its working capital adequate and its capital resources sufficient for funding its ongoing capital expenditure program and its operations, including planned expansion for 2011.

OFF-BALANCE SHEET ARRANGEMENTS:

The Company does not engage in any off-balance sheet financing arrangements. In particular, we do not have any interest in variable interest entities, which include special purpose entities and structured finance entities.

CRITICAL ACCOUNTING POLICIES:

Our significant accounting policies are described in Note 1 to the consolidated financial statements included in this Annual Report on Form 10-K. Our discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of the financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate the estimates that we have made. These estimates are based upon our historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Our actual results may differ from these estimates under different assumptions or conditions.

Our critical accounting estimates are those that we believe require our most significant judgments about the effect of matters that are inherently uncertain. A discussion of our critical accounting estimates, the underlying judgments and uncertainties used to make them and the likelihood that materially different estimates would be reported under different conditions or using different assumptions is as follows:

Allowance for Losses on Accounts Receivable

These allowances are based on both recent trends of certain customers estimated to be a greater credit risk as well as general trends of the entire customer pool. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. An additional impairment in value of one percent of net accounts receivable would require an increase in the allowance for doubtful accounts and would result in additional expense of approximately $165,000. The Company’s concentration of risk is also monitored and at year-end 2010, one customer had an account balance greater than 10% of receivables and the five largest customer account balances totaled $5,600,000. Additionally, the Company advances funds for

13

certain of its suppliers to purchase raw materials. The Company deducts payment for these raw materials from payments made to the suppliers upon completion of the related finished goods. The Company had a receivables balance from one of its suppliers located in Haiti totaling approximately $1,201,000 at December 31, 2010. This amount is included in accounts receivable-other on the consolidated balance sheet.

Inventories

Inventories are stated at the lower of cost or market value. Judgments and estimates are used in determining the likelihood that new goods on hand can be sold to customers. Historical inventory usage and current revenue trends are considered in estimating both excess and obsolete inventories. If actual product demand and market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

Insurance

The Company self-insures for certain obligations related to health insurance programs. The Company also purchases stop-loss insurance policies to protect it from catastrophic losses. Judgments and estimates are used in determining the potential value associated with reported claims and for losses that have occurred, but have not been reported. The Company’s estimates consider historical claim experience and other factors. The Company’s liabilities are based on estimates, and, while the Company believes that the accrual for loss is adequate, the ultimate liability may be in excess of or less than the amounts recorded. Changes in claim experience, the Company’s ability to settle claims or other estimates and judgments used by management could have a material impact on the amount and timing of expense for any period.

Pensions

The Company’s pension obligations are determined using estimates including those related to discount rates, asset values and changes in compensation. The discount rates used for the Company’s pension plans of 5.28% to 5.54% were determined based on the Citigroup Pension Yield Curve. This rate was selected as the best estimate of the rate at which the benefit obligations could be effectively settled on the measurement date taking into account the nature and duration of the benefit obligations of the plan using high-quality fixed-income investments currently available (rated AA or better) and expected to be available during the period to maturity of the benefits. The 8% expected return on plan assets was determined based on historical long-term investment returns as well as future expectations given target investment asset allocations and current economic conditions.

The 4.5% rate of compensation increase represents the long-term assumption for expected increases in salaries among continuing active participants accruing benefits under the plans. In 2010, a reduction in the expected return on plan assets of 0.25% would have resulted in additional expense of approximately $34,000, while a reduction in the discount rate of 0.25% would have resulted in additional expense of approximately $114,000 and would have reduced the funded status by $815,000 for the Company’s defined benefit pension plans. Interest rates and pension plan valuations may vary significantly based on worldwide economic conditions and asset investment decisions.

Income Taxes

The Company is required to estimate and record income taxes payable for federal and state jurisdictions in which the Company operates. This process involves estimating actual current tax expense and assessing temporary differences resulting from differing accounting treatment between tax and book that result in deferred tax assets and liabilities. In addition, accruals are also estimated for federal and state tax matters for which deductibility is subject to interpretation. Taxes payable and the related deferred tax differences may be impacted by changes to tax laws, changes in tax rates and changes in taxable profits and losses. Federal income taxes are not provided on that portion of unremitted earnings of foreign subsidiaries that are expected to be reinvested indefinitely. Reserves are also estimated for uncertain tax positions that are currently unresolved. The Company routinely monitors the potential impact of such situations and believes that it is properly reserved. For the year ending December 31, 2010, we recognized a net increase in total unrecognized tax benefits of approximately $62,000. As of December 31, 2010, we had an accrued liability of $742,000 for unrecognized tax benefits. We accrue interest and penalties related to unrecognized tax benefits in income tax expense, and the related liability is included in the total liability for unrecognized tax benefits.

Share-based Compensation

The Company recognizes expense for all share-based payments to employees, including grants of employee stock options, in the financial statements based on their fair values. Share-based compensation expense that was recorded in 2010 and 2009 includes the compensation expense for the share-based payments granted in those years. In the Company’s share-based compensation strategy we utilize a combination of stock options and stock appreciation rights (“SARS”) that fully vest on the date of grant. Therefore, the fair value of the options and SARS granted is recognized as expense on the date of grant. The Company used the Black-Scholes-Merton valuation model to value any share-based compensation. Option valuation methods, including Black-Scholes-Merton, require the input of

14

assumptions including the risk free interest rate, dividend rate, expected term and volatility rate. The Company determines the assumptions to be used based upon current economic conditions. The impact of changing any of the individual assumptions by 10% would not have a material impact on the recorded expense.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 8. Financial Statements and Supplementary Data

Superior Uniform Group, Inc. and Subsidiaries

Consolidated Statements of Earnings

Years Ended December 31,

	2010		2009
Net sales	$	105,877,854	$	102,801,921
Costs and expenses:
Cost of goods sold		68,411,383		69,583,043
Selling and administrative expenses		31,696,430		30,402,389
Interest expense		23,041		119,607
		100,130,854		100,105,039
Earnings before taxes on income		5,747,000		2,696,882
Taxes on income		1,940,000		730,000
Net earnings	$	3,807,000	$	1,966,882
Per Share Data:
Basic
Net earnings	$	0.64	$	0.33
Diluted
Net earnings	$	0.64	$	0.33
Cash dividends per common share	$	0.54	$	0.54

See Notes to Consolidated Financial Statements.

15

Superior Uniform Group, Inc. and Subsidiaries

Consolidated Balance Sheets

December 31,

ASSETS
	2010			2009
CURRENT ASSETS
Cash and cash equivalents	$	9,107,461		$	6,365,557
Accounts receivable, less allowance for doubtful accounts of $600,000 and $570,000, respectively		16,523,061			16,299,922
Accounts receivable - other		1,274,209			1,644,607
Inventories		31,029,947			32,053,504
Prepaid expenses and other current assets		4,030,708			2,764,434
TOTAL CURRENT ASSETS		61,965,386			59,128,024
PROPERTY, PLANT AND EQUIPMENT, NET		9,463,884			10,868,296
OTHER INTANGIBLE ASSETS		911,225			1,295,859
DEFERRED INCOME TAXES		1,680,000			2,060,000
OTHER ASSETS		173,403			215,684
	$	74,193,898		$	73,567,863
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	5,103,768		$	5,426,433
Accrued expenses		3,713,038			2,226,653
TOTAL CURRENT LIABILITIES		8,816,806			7,653,086
LONG-TERM PENSION LIABILITY		3,535,470			5,115,817
OTHER LONG-TERM LIABILITIES		742,000			680,000
COMMITMENTS AND CONTINGENCIES (Notes 10 and 11)
SHAREHOLDERS’ EQUITY:
Preferred stock, $1 par value - authorized 300,000 shares (none issued)		—			—
Common stock, $.001 par value - authorized 50,000,000 shares, issued and outstanding - 5,959,975 and 5,915,878, respectively.		5,960			5,915
Additional paid-in capital		16,753,094			15,436,945
Retained earnings		48,402,710			48,483,697
Accumulated other comprehensive loss, net of tax:
Pensions		(4,062,142	)		(3,807,597	)
TOTAL SHAREHOLDERS’ EQUITY		61,099,622			60,118,960
	$	74,193,898		$	73,567,863

See Notes to Consolidated Financial Statements.

16

Superior Uniform Group, Inc. and Subsidiaries

Consolidated Statements of Shareholders’ Equity and Comprehensive Income

Years Ended December 31,

	Common Shares			Common Stock			Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive (Loss) Income, net of tax			Total Shareholders’ Equity
Balance, January 1, 2009		6,056,754		$	6,056		$	15,486,181		$	50,641,401		$	(5,438,765	)	$	60,694,873
Common shares issued upon exercise of options		6,595			7			54,002									54,009
Share-based compensation expense								274,793									274,793
Tax benefit from exercise of stock options								5,000									5,000
Purchase and retirement of common shares		(147,471	)		(148	)		(383,031	)		(871,898	)					(1,255,077	)
Cash dividends declared ($.54 per share)											(3,252,688	)					(3,252,688	)
Comprehensive Income:
Net earnings											1,966,882						1,966,882
Net change during the period related to:
Cash flow hedges														5,000			5,000
Pensions, net of taxes of $915,000														1,626,168			1,626,168
Comprehensive Income:																	3,598,050
Balance, December 31, 2009		5,915,878			5,915			15,436,945			48,483,697			(3,807,597	)		60,118,960
Common shares issued upon exercise of options		125,505			127			1,025,116									1,025,243
Common shares issued upon exercise of Stock Appreciation Rights		9,189			9			(9	)
Share-based compensation expense								532,220									532,220
Common shares received as payment for of stock options		(37,602	)		(38	)		(100,567	)		(299,396	)					(400,001	)
Purchase and retirement of common shares		(52,995	)		(53	)		(140,611	)		(392,551	)					(533,215	)
Cash dividends declared ($.54 per share)											(3,196,040	)					(3,196,040	)
Comprehensive Income:
Net earnings											3,807,000						3,807,000
Net change during the period related to:
Pensions, net of tax benefit of $125,000														(254,545	)		(254,545	)
Comprehensive Income:																	3,552,455
Balance, December 31, 2010		5,959,975		$	5,960		$	16,753,094		$	48,402,710		$	(4,062,142	)	$	61,099,622

See Notes to Consolidated Financial Statements.

17

Superior Uniform Group, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31,

	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings	$	3,807,000		$	1,966,882
Adjustments to reconcile net earnings to net cash provided from operating activities:
Depreciation and amortization		2,554,137			2,947,911
Provision for bad debts - accounts receivable		113,692			111,743
Provision for bad debts - notes receivable		107,000			—
Share-based compensation expense		532,220			274,793
Deferred income tax provision (benefit)		505,000			(365,000	)
Gain on sale of property, plant and equipment		(54,437	)		(143,786	)
Changes in assets and liabilities, net of acquisition:
Accounts receivable - trade		(336,831	)		890,930
Accounts receivable - other		370,398			(762,520	)
Inventories		1,023,557			12,419,515
Prepaid expenses and other current assets		(1,320,096	)		(330,151	)
Other assets		(112,311	)		70,385
Accounts payable		(322,665	)		46,634
Accrued expenses		1,486,385			(287,303	)
Pension liability		(1,959,892	)		600,930
Other long-term liabilities		62,000			15,000
Net cash provided from operating activities		6,455,157			17,455,963
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment		(771,315	)		(1,091,284	)
Disposals of property, plant and equipment		60,661			305,390
Purchase of business		—			(1,996,552	)
Other assets		—			15,000
Proceeds from notes receivable collections		101,414			51,037
Net cash used in investing activities		(609,240	)		(2,716,409	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt		3,415,000			13,000,000
Repayment of long-term debt		(3,415,000	)		(17,058,393	)
Payment of cash dividends		(3,196,040	)		(3,252,688	)
Proceeds received on exercise of stock options		625,242			54,009
Excess tax benefit from exercise of stock options		—			5,000
Common stock reacquired and retired		(533,215	)		(1,255,077	)
Net cash used in financing activities		(3,104,013	)		(8,507,149	)
Net increase in cash and cash equivalents		2,741,904			6,232,405
Cash and cash equivalents balance, beginning of year		6,365,557			133,152
Cash and cash equivalents balance, end of year	$	9,107,461		$	6,365,557

See Notes to Consolidated Financial Statements.

18

Superior Uniform Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Years Ended December 31, 2010 and 2009

NOTE 1 – Summary of Significant Accounting Policies:

a) Business description

Superior Uniform Group^®, through its Signature marketing brands – Fashion Seal^®, Fashion Seal Healthcare^®, Martin’s^®, Worklon^®, UniVogue^® and Blade – manufactures and sells a wide range of uniforms, image apparel and accessories, primarily in domestic markets. Superior specializes in managing comprehensive uniform programs, and is dedicated to servicing the Healthcare, Hospitality, Restaurant/Food Services, Retail Employee I.D., Governmental/Public Safety, Entertainment, Commercial, and Cleanroom markets. The Company also provides call center services through its indirect subsidiaries The Office Gurus^® and Superior Office Solutions S.A.

b) Basis of presentation

The consolidated financial statements include the accounts of Superior Uniform Group, Inc. and its wholly owned subsidiaries Fashion Seal Corporation and Superior Office Solutions, and their jointly owned subsidiaries, The Office Gurus and The Office Masters. They also include Superior Office Solutions S.A. and Scratt Kit S.R.L., wholly owned subsidiaries of Superior Office Solutions. Intercompany items have been eliminated in consolidation.

c) Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the time of purchase to be cash equivalents.

d) Revenue recognition and allowance for doubtful accounts

The Company recognizes revenue as products are shipped and title passes. The Company collects sales tax for various taxing authorities. It is the Company’s policy to record these amounts on a net basis. Therefore, these amounts are not included in net sales for the Company. A provision for estimated returns and allowances is recorded based upon historical experience and current allowance programs. Judgments and estimates are used in determining the collectability of accounts receivable. The Company analyzes specific accounts receivable and historical bad debt experience, customer credit worthiness, current economic trends and the age of outstanding balances when evaluating the adequacy of the allowance for doubtful accounts. Management judgments and estimates are used in connection with establishing the allowance in any accounting period. Changes in estimates are reflected in the period they become known. Charge-offs of accounts receivable are made once all collection efforts have been exhausted. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

e) Accounts receivable-other

The Company purchases raw materials and has them delivered to certain suppliers of the Company. The Company pays for the raw materials and then deducts the cost of these materials from payments to the suppliers at the time the related finished goods are invoiced to the Company by those suppliers.

f) Advertising expenses

The Company expenses advertising costs as incurred. Advertising costs for the years ended December 31, 2010 and 2009, respectively, were $58,000 and $102,000.

g) Cost of goods sold and shipping and handling fees and costs

Cost of goods sold consists primarily of direct costs of acquiring inventory, including cost of merchandise, inbound freight charges, purchasing and receiving costs, inspection costs, and warehousing costs. The Company includes shipping and handling fees billed to customers in net sales. Shipping and handling costs associated with out-bound freight are generally recorded in cost of goods sold. Other shipping and handling costs are included in selling and administrative expenses and totaled $6,084,000 and $6,470,000 for the years ended December 31, 2010 and 2009, respectively.

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h) Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or market value. Judgments and estimates are used in determining the likelihood that goods on hand can be sold to customers. Historical inventory usage and current revenue trends are considered in estimating both excess and obsolete inventories. If actual product demand and market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

i) Property, plant and equipment

Property, plant and equipment are stated at cost. Major renewals and improvements are capitalized, while replacements, maintenance and repairs which do not improve or extend the life of the respective assets are expensed currently. Costs of assets sold or retired and the related accumulated depreciation and amortization are eliminated from accounts and the net gain or loss is reflected in the statement of earnings within selling and administrative expenses.

j) Other intangible assets

Other intangible assets consist primarily of customer lists acquired in previous business acquisitions.

The breakdown of intangible assets as of December 31, 2010 and 2009 was as follows:

	Customer Relationships		Weighted Average Life
December 31, 2010
Cost	$	2,689,684		7 years
Accumulated amortization		1,778,459
Net	$	911,225
December 31, 2009
Cost	$	2,689,684		7 years
Accumulated amortization		1,393,825
Net	$	1,295,859

Amortization expense for other intangible assets was $385,000 and $263,000 for each of the years ended December 31, 2010 and 2009, respectively. Amortization expense for other intangible assets is expected to be $206,000 in the year ended December 31, 2011, $146,000 in each of the years ended December 31, 2012, 2013, 2014, 2015 and $122,000 in 2016.

k) Depreciation and amortization

Plant and equipment are depreciated on the straight-line basis at 2- ¹/2% to 5% for buildings, 2- ¹/2% to 20% for improvements, 10% to 33- ¹/3% for machinery, equipment and fixtures and 20% to 33- ¹/3% for transportation equipment. Leasehold improvements are amortized over the terms of the leases inasmuch as such improvements have useful lives of at least the terms of the respective leases.

l) Employee benefits

Pension plan costs are funded currently based on actuarial estimates, with prior service costs amortized over 20 years. The Company recognizes settlement gains and losses in its financial statements when the cost of all settlements in a year is greater than the sum of the service cost and interest cost components of net periodic pension cost for the plan for the year.

m) Insurance

The Company self-insures for certain obligations related to employee health programs. The Company also purchases stop-loss insurance policies to protect it from catastrophic losses. Judgments and estimates are used in determining the potential value associated with reported claims and for losses that have occurred, but have not been reported. The Company’s estimates consider historical claim experience and other factors. The Company’s liabilities are based on

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estimates, and, while the Company believes that the accrual for loss is adequate, the ultimate liability may be in excess of or less than the amounts recorded. Changes in claim experience, the Company’s ability to settle claims or other estimates and judgments used by management could have a material impact on the amount and timing of expense for any period.

n) Taxes on income

Income taxes are provided for under the liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The calculation of our tax liabilities also involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain income tax positions based on estimates of whether, and the extent to which, additional taxes will be required. The Company also reports interest and penalties related to uncertain income tax positions as income taxes. Refer to Note 7.

o) Impairment of long-lived assets

Long-lived assets, such as property and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the asset is measured by comparison of its carrying amount to future net cash flows the asset is expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair value. There was no impairment of long-lived assets for the years ended December 31, 2010 or 2009.

p) Share-based compensation

The Company awards share-based compensation as an incentive for employees to contribute to the Company’s long-term success. Historically, the Company has issued options and stock settled stock appreciation rights. At December 31, 2010, the Company had 1,561,400 shares of common stock authorized for awards of share-based compensation under its 2003 Incentive Stock and Awards Plan.

The Company recognizes share-based compensation expense for all awards granted to employees, which is based on the fair value of the award on the date of grant. Determining the appropriate fair value model and calculating the fair value of stock compensation awards requires the input of certain highly complex and subjective assumptions, including the expected life of the stock compensation awards and the Company’s common stock price volatility. The assumptions used in calculating the fair value of stock compensation awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change and the Company deems it necessary to use different assumptions, stock compensation expense could be materially different from what has been recorded in the current period.

q) Earnings per share

Historical basic per share data is based on the weighted average number of shares outstanding. Historical diluted per share data is reconciled by adding to weighted average shares outstanding the dilutive impact of the exercise of outstanding stock options and stock-settled stock appreciation rights.

r) Comprehensive income

Other comprehensive income (loss) is defined as the change in equity during a period, from transactions and other events, excluding changes resulting from investments by owners (e.g., supplemental stock offering) and distributions to owners (e.g., dividends).

s) Operating segments

FASB establishes standards for the way that public companies report information about operating segments in annual financial statements and establishes standards for related disclosures about product and services, geographic areas and major customers. The Company has reviewed the standard and determined that it has a single reportable segment.

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t) Risks and concentrations

Financial instruments that potentially subject the Company to concentrations of credit risk include cash in banks in excess of federally insured amounts. The Company manages this risk by maintaining all deposits in high quality financial institutions and periodically performing evaluations of the relative credit standing of the financial institutions. When assessing credit risk the Company considers whether the credit risk exists at both the individual and group level. Consideration is given to the activity, region and economic characteristics when assessing if there exists a group concentration risk. At December 31, 2010 the Company had one customer with an accounts receivable balance greater than 10% of the total accounts receivable. This customer owed approximately $1,675,000 or approximately 10.0% of the total accounts receivable balance. At December 31, 2009 the Company had no customers with an accounts receivable balance greater than 10% of the total accounts receivable. At December 31, 2010 and 2009 the accounts receivable balances for the Company’s five largest customers totaled $5,600,000 and $5,609,000, respectively or approximately 33.9% and 34.4% of the respective total accounts receivable balances. The Company’s largest customer for each of the years ended December 31, 2010 and 2009 had net sales of approximately $5,702,000 and $6,926,000, respectively, or approximately 5.4% and 6.7% of the respective total net sales for the Company. The Company’s five largest customers for the year ended December 31, 2010 and 2009 had net sales of approximately $23,668,000 and $24,895,000, respectively, or approximately 22.4% and 24.2% of the respective total net sales for the Company.

Included in accounts receivable-other on the Company’s consolidated balance sheets at December 31, 2010 and 2009 are receivable balances from a supplier in Haiti totaling $1,201,000 and $1,333,000, respectively.

In 2010 and 2009, approximately 54% and 62%, respectively, of the Company’s products were obtained from suppliers located in Central America. Any inability by the Company to continue to obtain its products from Central America could significantly disrupt the Company’s business. Because the Company manufactures and sources products in Central America, the Company is affected by economic conditions in those countries, including increased duties, possible employee turnover, labor unrest and lack of developed infrastructure.

u) Fair value of financial instruments

The carrying amounts of cash and cash equivalents, receivables and accounts payable approximated fair value as of December 31, 2010 and 2009, because of the relatively short maturities of these instruments.

v) Derivative financial instruments

The Company has had only limited involvement with derivative financial instruments. The Company had one interest rate swap agreement to hedge against the potential impact on earnings from increases in market interest rates of a variable rate term loan. Under the interest rate swap agreement, the Company received or made payments on a monthly basis, based on the differential between a specified interest rate and one month LIBOR. As of December 31, 2009, the loan that had been designated as a hedged item had been paid in full. This interest rate swap was accounted for as a cash flow hedge. No gains or losses were included in net earnings during the year ended December 31, 2009 related to hedge ineffectiveness and there was no income adjustment related to any portion excluded from the assessment of hedge effectiveness. Gains of $-0- and $5,000 were included in other comprehensive income for the year ended December 31, 2010 and 2009. The original term of the contract was ten years.

w) Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

x) Recent Accounting Pronouncements

In January 2010, the FASB issued Accounting Standards Update 2010-06 Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements (“ASU, 2010-06”). The ASU amends Subtopic 820-10 with new disclosure requirements and clarification of existing disclosure requirements. New disclosures required include the amount of significant transfers in and out of levels 1 and 2 fair value measurements and the

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reasons for the transfers. In addition, the reconciliation for level 3 activity will be required on a gross rather than net basis. The ASU provides additional guidance related to the level of disaggregation in determining classes of assets and liabilities and disclosures about inputs and valuation techniques. The amendments are effective for annual or interim reporting periods beginning after December 15, 2009, except for the requirement to provide the reconciliation for level 3 activity on a gross basis, which will be effective for fiscal years beginning after December 15, 2010. The adoption of ASU 2010-6 did not have a material impact on the Company’s consolidated financial statements.

NOTE 2 – Allowance for Doubtful Accounts Receivable:

The activity in the allowance for doubtful accounts receivable was as follows:

	2010			2009
Balance at the beginning of year	$	570,000		$	575,000
Provision for bad debts		114,000			112,000
Charge-offs		(107,300	)		(126,462	)
Recoveries		23,300			9,462
Balance at the end of year	$	600,000		$	570,000

NOTE 3 – Reserve for Sales Returns and Allowances:

The activity in the reserve for sales returns and allowances was as follows:

	2010			2009
Balance at the beginning of year	$	330,621		$	434,923
Provision for returns and allowances		2,413,407			2,310,602
Actual returns and allowances paid to customers		(2,526,216	)		(2,414,904	)
Balance at the end of year	$	217,812		$	330,621

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NOTE 4 – Inventories:

	December 31,
	2010		2009
Finished goods	$	23,828,283	$	24,770,636
Work in process		66,853		169,961
Raw materials		7,134,811		7,112,907
	$	31,029,947	$	32,053,504

NOTE 5 – Property, Plant and Equipment:

	December 31,
	2010			2009
Land	$	1,561,052		$	1,361,907
Buildings, improvements and leaseholds		8,365,087			8,158,829
Machinery, equipment and fixtures		46,556,856			46,743,946
		56,482,995			56,264,682
Accumulated depreciation and amortization		(47,019,111	)		(45,396,386	)
	$	9,463,884		$	10,868,296

Depreciation and amortization charges were approximately $2,170,000 and $2,685,000 in 2010 and 2009, respectively.

NOTE 6 – Long-Term Debt:

	December 31, 2010		December 31, 2009
Note payable to Wachovia, pursuant to revolving credit agreement, matured June 30, 2010	$	—	$	—
Note payable to Fifth Third Bank, pursuant to revolving credit agreement, maturing June 24, 2013	$	—	$	—

On June 25, 2010, the Company entered into a 3-year credit agreement with Fifth Third Bank that made available to the Company up to $15,000,000 on a revolving credit basis. Interest is payable at LIBOR plus 0.90% based upon the one-month LIBOR rate for U.S. dollar based borrowings (1.16% at December 31, 2010). The Company pays an annual commitment fee of 0.15% on the average unused portion of the commitment. The available balance under the credit agreement is reduced by outstanding letters of credit. As of December 31, 2010, there were no balances outstanding under letters of credit. The revolving credit agreement expires on June 24, 2013. At the option of the Company, any outstanding balance on the agreement at that date will convert to a one-year term loan. On June 30, 2010, the Company’s previous revolving credit agreement with Wachovia Bank expired.

The credit agreement with Fifth Third Bank contains restrictive provisions concerning liabilities to tangible net worth ratios (.75:1), other borrowings, and fixed charges coverage ratio (2.5:1). The Company is in full compliance with all terms, conditions and covenants of the credit agreement.

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NOTE 7 – Taxes on Income:

Aggregate income tax provisions consist of the following:

	2010		2009
Current:
Federal	$	1,105,000	$	980,000
State and local		330,000		115,000
		1,435,000		1,095,000
Deferred tax provision (benefit)		505,000		(365,000	)
	$	1,940,000	$	730,000

The significant components of the deferred income tax asset (liability) are as follows:

	2010			2009
Deferred income tax assets:
Pension accruals	$	2,293,000		$	2,168,000
Operating reserves and other accruals		1,019,000			1,040,000
Tax carrying value in excess of book basis of goodwill		681,000			894,000
Deferred income tax liabilities:
Book carrying value in excess of tax basis of property		(1,036,000	)		(1,294,000	)
Deferred expenses		(1,277,000	)		(748,000	)
Net deferred income tax asset	$	1,680,000		$	2,060,000

The difference between the total statutory Federal income tax rate and the actual effective income tax rate is accounted for as follows:

	2010			2009
Statutory Federal income tax rate		34.0	%		34.0	%
State and local income taxes, net of Federal income tax benefit		2.9			2.8
Effect of change in unrecognized tax benefit		(0.1	)		0.6
Untaxed foreign income		(6.5	)		(12.6	)
Non-deductible share-based employee compensation expense		2.5			3.0
Other items		1.0			(0.7	)
Effective income tax rate		33.8	%		27.1	%

Only tax positions that meet the more-likely-than-not recognition threshold are recognized in the consolidated financial statements.

As of December 31, 2010 and 2009, respectively, we have $742,000 and $680,000 of unrecognized tax benefits, all of which, if recognized, would favorably affect the annual effective income tax rate. None of this liability is expected to be paid in the next twelve months. Accordingly, the balance of $742,000 is included in other long-term liabilities.

Changes in the Company’s gross liability for unrecognized tax benefits, excluding interest and penalties, were as follows:

	2010			2009
Balance at January 1,	$	541,000		$	531,000
Additions based on tax positions related to the current year		73,000			71,000
Additions for tax positions of prior years		11,000			19,000
Reductions for tax positions of prior years		—			(37,000	)
Reductions due to lapse of statute of limitations		(39,000	)		(43,000	)
Balance at December 31,	$	586,000		$	541,000

We recognize interest and penalties accrued related to unrecognized tax benefits in the provision for income taxes. During 2010 and 2009, we recorded $39,000 and $35,000 respectively, for interest and penalties, net of tax benefits. During 2010 and 2009, we reduced the liability by $22,000 and $30,000, respectively, of interest and penalties due to lapse of statute of limitations. At December 31, 2010 and 2009, we had $156,000 and $139,000, respectively, accrued for interest and penalties, net of tax benefit.

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We anticipate that it is reasonably possible that the total amount of unrecognized tax benefits could decrease by approximately $49,000 within the next 12 months due to the closure of tax years by expiration of the statute of limitations and audit settlements related to various state tax filing positions. The earliest tax year open to examination by a major taxing jurisdiction is 2001.

We have not provided deferred taxes on undistributed earnings attributable to foreign operations that have been considered to be reinvested indefinitely. These earnings relate to ongoing operations and were $2,100,000 at December 31, 2010. It is not practical to determine the income tax liability that would be payable if such earnings were not indefinitely reinvested.

NOTE 8 – Benefit Plans:

Defined Benefit Plans

The Company is the sponsor of two noncontributory qualified defined benefit pension plans, providing for normal retirement at age 65, covering all eligible employees (as defined). Periodic benefit payments on retirement are determined based on a fixed amount applied to service or determined as a percentage of earnings prior to retirement. The Company is also the sponsor of an unfunded supplemental executive retirement plan (SERP) in which several of its employees are participants. Pension plan assets for retirement benefits consist primarily of fixed income securities and common stock equities.

The Company recognizes the funded status of its defined benefit post retirement plan in the Company’s consolidated balance sheets.

At December 31, 2010, the Company’s projected benefit obligation under its pension plans exceeded the fair value of the plans’ assets by $3,535,000 and thus the plans are underfunded.

It is our policy to make contributions to the various plans in accordance with statutory funding requirements and any additional funding that may be deemed appropriate.

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The following tables present the changes in the benefit obligations and the various plan assets, the funded status of the plans, and the amounts recognized in the Company’s consolidated balance sheets at December 31, 2010 and 2009:

	December 31,
	2010			2009
Changes in benefit obligation
Benefit obligation at beginning of year	$	17,790,000		$	17,710,000
Service cost		632,000			726,000
Interest cost		1,027,000			1,049,000
Actuarial loss (gain)		1,378,000			(164,000	)
Benefits paid		(550,000	)		(1,531,000	)
Benefit obligation at end of year		20,277,000			17,790,000
Changes in plan assets
Fair value of plan assets at beginning of year		12,674,000			10,654,000
Actual return on assets		1,618,000			2,551,000
Employer contributions		3,000,000			1,000,000
Benefits paid		(550,000	)		(1,531,000	)
Fair value of plan assets at end of year		16,742,000			12,674,000
Funded status at end of year	$	(3,535,000	)	$	(5,116,000	)
Amounts recognized in consolidated balance sheet
Long-term pension liability	$	(3,535,000	)	$	(5,116,000	)
Amounts recognized in accumulated other comprehensive income consist of:
Net actuarial loss	$	6,279,000		$	5,869,000
Prior service cost		55,000			86,000
	$	6,334,000		$	5,955,000
Information for pension plans with projected benefit obligation in excess of plan assets
	December 31,
	2010			2009
Projected benefit obligation	$	20,277,000		$	17,790,000
Fair value of plan assets		(16,742,000	)		(12,674,000	)
	$	3,535,000		$	5,116,000
Components of net periodic benefit cost
Net periodic benefits cost	2010			2009
Service cost - benefits earned during the period	$	632,000		$	726,000
Interest cost on projected benefit obligation		1,027,000			1,049,000
Expected return on plan assets		(1,080,000	)		(846,000	)
Amortization of prior service cost		30,000			30,000
Recognized actuarial loss		431,000			642,000
Net periodic pension cost after settlements	$	1,040,000		$	1,601,000

The estimated net actuarial loss and prior service cost for the defined benefit pension plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year are $479,000 and $25,000, respectively.

The table below presents various assumptions used in determining the benefit obligation for each year and reflects the percentages for the various plans.

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Weighted-average assumptions used to determine benefit obligations at December 31,

	Discount Rate						Long Term Rate of Return						Salary Scale
	Corp.			Plants			Corp.			Plants			Corp.			Plants
2009		5.87	%		5.87	%		8.00	%		8.00	%		4.50	%		N/A
2010		5.49	%		5.28	%		8.00	%		8.00	%		4.50	%		N/A

Weighted-average assumptions used to determine net periodic benefit cost for years ending December 31,

	Discount Rate						Long Term Rate of Return						Salary Scale
	Corp.			Plants			Corp.			Plants			Corp.			Plants
2009		5.99	%		6.13	%		8.00	%		8.00	%		4.50	%		N/A
2010		5.87	%		5.87	%		8.00	%		8.00	%		4.50	%		N/A

The methodology used to determine the expected rate of return on the pension plan assets was based on a review of actual returns in the past and consideration of projected returns based upon our projected asset allocation. Our strategy with respect to our investments in pension plan assets is to be invested with a long-term outlook. Therefore, the risk and return balance of our asset portfolio should reflect a long-term horizon. Our pension plan asset allocation at December 31, 2009, 2010 and target allocation for 2011 are as follows:

	Percentage of Plan Assets at December 31,						Target Allocation
Investment description	2010			2009			2011
Equity securities		65	%		72	%		70	%
Fixed income		33	%		28	%		30	%
Other		2	%		—			—
Total		100	%		100	%		100	%

The Company plans to contribute $550,000 to our defined benefit pension plans in 2011.

The following table includes projected benefit payments for the years indicated:

Year	Projected Benefit Payments
2011	$	364,000
2012	$	438,000
2013	$	528,000
2014	$	592,000
2015	$	774,000
2016-2020	$	5,577,000

Defined Contribution Plan

The Company provides a defined contribution plan covering qualified employees. The plan includes a provision that allows employees to make pre-tax contributions under Section 401(k) of the Internal Revenue Code. The plan provides for the Company to make a guaranteed match equal to 25% of each employee’s eligible contributions. The plan also provides the Company with the option of making an additional discretionary contribution to the plan each year. The Company contributions for the years ended December 31, 2010 and 2009 were approximately $105,000 and $109,000, respectively.

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NOTE 9 – Quarterly Results for 2009 and 2010 (Unaudited):

	Quarter Ended
	March 31, 2009			June 30, 2009		September 30, 2009		December 31, 2009
Net sales	$	23,716,094		$	24,971,523	$	27,605,397	$	26,508,907
Gross profit	$	7,406,960		$	8,281,737	$	8,966,641	$	8,563,540
Earnings (loss) before taxes on income	$	(702,945	)	$	1,021,272	$	1,696,954	$	681,601
Net earnings (loss)	$	(502,945	)	$	701,272	$	1,256,954	$	511,601
Per Share Data:
Basic
Net earnings (loss)	$	(0.08	)	$	0.12	$	0.21	$	0.09
Diluted
Net earnings (loss)	$	(0.08	)	$	0.12	$	0.21	$	0.09
Average Outstanding Shares (Basic)		6,049,182			6,029,936		6,014,666		5,961,436
Average Outstanding Shares (Diluted)		6,049,182			6,029,936		6,014,867		5,995,894
	Quarter Ended
	March 31, 2010			June 30, 2010		September 30, 2010		December 31, 2010
Net sales	$	25,979,862		$	26,629,161	$	27,301,355	$	25,967,476
Gross profit	$	8,931,488		$	9,383,983	$	9,943,947	$	9,207,053
Earnings before taxes on income	$	808,217		$	1,533,170	$	1,982,088	$	1,423,525
Net earnings	$	508,217		$	983,170	$	1,372,088	$	943,525
Per Share Data:
Basic
Net earnings	$	0.09		$	0.17	$	0.23	$	0.16
Diluted
Net earnings	$	0.09		$	0.17	$	0.23	$	0.16
Average Outstanding Shares (Basic)		5,908,054			5,901,723		5,900,595		5,945,827
Average Outstanding Shares (Diluted)		5,960,009			5,957,641		5,954,578		6,007,123

NOTE 10 – Rentals:

Aggregate rent expense, including month-to-month rentals, approximated $296,000 and $321,000 for the years ended December 31, 2010 and 2009, respectively. Long-term lease commitments totaling $199,000 are as follows: 2011 - $104,000; 2012 - $72,000; 2013 - $20,000; and 2014 - $3,000.

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NOTE 11 – Contingencies:

The Company is involved in various legal actions and claims arising from the normal course of business. In the opinion of management, the ultimate outcome of these matters will not have a material impact on the Company’s results of operations, cash flows, or financial position.

During 2005, the Company entered into severance protection agreements with senior management. The terms of these agreements require the Company to potentially make certain payments to members of senior management in the event of a change in control of the Company.

NOTE 12 – Share-Based Compensation:

In 1993, the Company adopted an Incentive Stock Option Plan (the “1993 Plan”) under which options on 1,500,000 shares were reserved for grant. The 1993 Plan provided for the issuance of incentive stock options. This plan expired in February of 2003. In May, 2003, the stockholders of the Company approved the 2003 Incentive Stock and Awards Plan (the “2003 Plan”), authorizing the granting of incentive stock options, non-qualified stock options, stock-settled stock appreciation rights (“SARS”), restricted stock, performance stock and other share-based compensation. A total of 2,500,000 shares of common stock (subject to adjustment for expirations and cancellations of options outstanding from the 1993 Plan subsequent to its termination) have been reserved for issuance under the 2003 Plan. All awards under both plans have been granted at prices at least equal to the fair market value of the shares on the date of grant. Awards (all of which are exercisable at each respective year end) granted to date under both plans are exercisable in part or in full within five years of grant date with the exception of annual grants to outside directors which are exercisable in part or in full within ten years of grant date. Proceeds from the exercise of awards are credited to common stock to the extent of par value, and the balance is credited to additional paid-in capital. A summary of option transactions during the two years ended December 31, 2010 follows:

	No. of Shares			Weighted Average Exercise Price
Outstanding December 31, 2008		767,100		$	12.35
Granted		212,670			7.92
Exercised		(6,595	)		8.19
Lapsed		(161,400	)		14.97
Cancelled		(66,125	)		11.30
Outstanding December 31, 2009		745,650		$	10.65
Granted		199,970			9.76
Exercised		(125,505	)		8.17
Lapsed		(105,875	)		14.41
Cancelled		(14,450	)		10.23
Outstanding December 31, 2010		699,790		$	10.29

At December 31, 2010, options outstanding, all of which were fully vested and exercisable, had an intrinsic value of $827,895.

Options exercised during the years ended December 31, 2010 and 2009, had intrinsic values of $133,618 and $14,804, respectively.

The weighted average fair value of options granted for each of the years ended December 31, 2010 and 2009, was $2.25 and $1.18, respectively.

The following table summarizes information about stock options outstanding as of December 31, 2010:

Range of Exercise Price	Shares		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price
$7.63-$9.80		449,565		3.71	$	9.16
$11.02-$12.84		237,725		1.53	$	12.12
$16.00		12,500		3.33	$	16.00
$7.63-$16.00		699,790		2.96	$	10.29

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A summary of stock-settled stock appreciation rights transactions during the two years ended December 31, 2010 follows:

	No. of Shares			Weighted Average Exercise Price
Outstanding December 31, 2008		273,400		$	12.44
Granted		23,630			7.89
Exercised		—			—
Lapsed		—			—
Cancelled		—			—
Outstanding December 31, 2009		297,030		$	12.08
Granted		35,980			9.80
Exercised		(43,630	)		8.47
Lapsed		(82,000	)		14.95
Cancelled		—			—
Outstanding December 31, 2010		207,380		$	11.30

At December 31, 2010 SARS outstanding, all of which were fully vested and exercisable, had an aggregate intrinsic value of $82,552.

There were 43,630 SARS exercised during the year ended December 31, 2010. There were no SARS exercised during the year ended December 31, 2009.

SARS exercised during the year ended December 31, 2010 had an intrinsic value of $86,581.

The weighted average fair value of SARS granted for each of the years ended December 31, 2010 and 2009 was $2.29 and $1.05, respectively.

The following table summarizes information about stock appreciation rights outstanding as of December 31, 2010:

Range of Exercise Price	SARS		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price
$9.16-$9.80		57,380		3.34	$	9.56
$11.20-$12.74		150,000		0.58	$	11.97
$9.16-$12.74		207,380		1.35	$	11.30

At December 31, options and SARS available to issue were 1,561,400 for 2010 and 1,595,025 for 2009. Options and SARS have never been repriced by the Company in any year.

31

The following table summarizes significant assumptions utilized to determine the fair value of share-based compensation awards:

	SARS		Options
Exercise price
2010	$	9.80	$	9.41-$9.80
2009	$	7.89	$	7.63-$8.08
Market price
2010	$	9.80	$	9.41-$9.80
2009	$	7.89	$	7.63-$8.08
Risk free interest rate (1)
2010		2.2%		1.5%-3.6%
2009		2.0%		2.0%-3.2%
Expected award life (2)		5 years		5-10 years
Expected volatility (3)
2010		41.7%		35.3%-42.1%
2009		30.7%		30.7%-38.2%
Expected dividend yield (4)
2010		5.5%		5.5%-5.7%
2009		6.8%		6.7%-7.1%

(1) The risk-free interest rate is based on the yield of a U.S. treasury bond with a similar maturity as the expected life of the awards.

(2) The expected life in years for awards granted was based on the historical exercise patterns experienced by the Company when the award is made.

(3) The determination of expected stock price volatility for awards granted in each of the two years ended December 31, was based on historical Superior common stock prices over a period commensurate with the expected life.

(4) The dividend yield assumption is based on the history and expectation of the Company’s dividend payouts.

For the years ended December 31, 2010 and 2009, the Company recognized $532,000 and $275,000, respectively, of pre-tax share-based compensation expense, recorded in selling and administrative expense in the consolidated statements of earnings. These expenses were offset by $38,000 and $13,000, respectively, of deferred tax benefits for non-qualified share–based compensation. As of December 31, 2010, the Company had no unrecognized compensation cost for share-based awards based upon the Company’s standard vesting policies, which provide for immediate vesting at the date of grant.

During the years ended December 31, 2010 and 2009, the Company received $625,000 and $54,000, respectively, in cash from stock option exercises. Current tax benefits of $40,000 and $5,000, respectively, were recognized for these exercises. Additionally, during the year ended December 31, 2010, the Company received 37,602 shares of its common stock as payment for the issuance of 50,696 shares of its common stock related to the exercise of stock option agreements.

32

NOTE 13 – Earnings Per Share:

The following table represents a reconciliation of basic and diluted earnings per share:

	2010		2009
Net earnings used in the computation of basic and diluted earnings per share	$	3,807,000	$	1,966,882
Weighted average shares outstanding - basic		5,914,050		6,013,805
Common stock equivalents		55,788		8,665
Total weighted average shares outstanding - diluted		5,969,838		6,022,470
Per Share Data:
Basic
Net earnings	$	0.64	$	0.33
Diluted
Net earnings	$	0.64	$	0.33

Awards to purchase an average of 504,438 shares of common stock with a weighted average exercise price of $11.84 per share were outstanding during 2010, but were not included in the computation of diluted EPS because the awards’ exercise prices were greater than the average market price of the common shares. Awards to purchase an average of 941,950 shares of common stock with a weighted average exercise price of $11.54 per share were outstanding during 2009 but were not included in the computation of diluted EPS because the awards’ exercise prices were greater than the average market price of the common shares.

NOTE 14 – Accrued Expenses:

	December 31,
	2010		2009
Salaries, wages, commissions and vacation pay	$	2,690,681	$	1,282,775
Other accrued expenses		1,022,357		943,878
	$	3,713,038	$	2,226,653

NOTE 15 – Supplemental Cash Flow Information:

	Year Ended December 31,
	2010		2009
Income taxes paid	$	1,316,280	$	1,283,344
Interest paid	$	26,089	$	123,897

During the year ended December 31, 2010, the Company received 37,602 shares of its common stock as payment for the exercise of stock options for 50,696 shares.

During the year ended December 31, 2009, the Company accepted $64,000 in inventory as partial payment on a note receivable.

NOTE 16 – Stock Repurchase Plan:

On August 1, 2008, the Company’s Board of Directors reset the common stock repurchase program authorization to allow for the repurchase of 1,000,000 additional shares of the Company’s outstanding shares of common stock. The Company reacquired and retired 52,995 shares and 147,471 shares of its common stock in the years ended December 31, 2010 and 2009, respectively, with approximate costs of $533,000, and $1,255,000, respectively. At December 31, 2010, the Company had 388,149 shares remaining on its common stock repurchase authorization. Shares purchased under the share repurchase program are constructively retired and returned to unissued status. The Company considers several factors in determining when to make share repurchases, including among other things, the cost of equity, the after-tax cost of borrowing, the debt to total capitalization targets and the expected future cash needs. There is no expiration date or other restriction governing the period over which the Company can make its share repurchases under the program.

33

NOTE 17 – Acquisition

On November 2, 2009, the Company acquired substantially all of the assets of Blade Sportswear, Inc. (“Blade”), a privately owned company, that specialized in the design, manufacture and distribution of uniforms to major domestic restaurant and foodservice chains throughout the United States with revenues of approximately $4,800,000 (unaudited) in the first nine months of 2009. The acquisition has been accounted for utilizing the purchase method of accounting. The purchase price for this acquisition was $1,997,000 and was allocated as follows:

Accounts Receivable	$	720,000
Inventories		999,000
Property, Plant and Equipment		37,000
Other Intangible Assets		1,023,000
Total Assets	$	2,779,000
Accounts Payable	$	753,000
Long-Term Debt	$	29,000

The long-term debt assumed was paid in full during the fourth quarter of 2009. Acquisition expenses of approximately $240,000 were incurred during 2009 and were expensed in selling and administrative expenses in the consolidated statement of earnings for the year ended December 31, 2009. Revenues and expenses of Blade were included in the consolidated financial statements beginning November 2, 2009.

NOTE 18 – Related Party Transactions:

During the year ended December 31, 2010 and 2009, the Company expensed approximately $-0- and $63,000, respectively to Alpert Business Consulting, LLC, a private corporation owned by the son-in-law of the Company’s Chief Executive Officer, for consulting services.

NOTE 19 – Subsequent Events:

On January 4, 2011 , the Company entered into a License and Distribution Agreement (the “License Agreement”) with EyeLevel Interactive, LLC (“Licensor”), a leading technology company, pursuant to which the Company was granted a license to market, promote, sell and distribute garments utilizing certain intellectual property of Licensor (the “Products”) to the Company’s current and potential clients. The License Agreement expires three years and 180 days following the Effective Date (the “Term”). The Company may renew the License Agreement for additional three year terms by giving written notice to Licensor at least 90 days prior to the expiration of the then current term, provided the Company has met certain sales requirements relating to the Products and is not otherwise in default under the License Agreement or any manufacturing agreement with Licensor. Any renewal of the License Agreement will be on Licensor’s then current form, provided that the license fee, the restrictive covenants and certain other provisions of the License Agreement will be incorporated into the new form of agreement. The License Fee shall be payable on the first day of the renewal term.

In conjunction with the execution of the License Agreement, the Company paid Licensor a license fee (the “License Fee”) equal to (1) $2.0 million cash, plus (2) a warrant to acquire 360,000 shares of the Company’s common stock (the “Warrant”) at the greater of the Company’s closing price as quoted on the Nasdaq Stock Market or the book value per share of the Company’s common stock as of the Effective Date. This Warrant will be exercisable until January 4, 2016, and has an exercise price of $10.63 per share. In the event the Company achieves a specified level of Gross Sales (as calculated pursuant to the License Agreement), during the initial Term, from the sale of Products, the Company will be required to pay Licensor an additional cash license fee. If the Company does not attain such level of Gross Sales during the initial Term, the Company may terminate the License Agreement. In addition to the License Fee, the Company shall pay Licensor a monthly royalty fee based upon Gross Sales from the sale of Products for the immediately preceding month of operation, subject to a minimum required annual payment if the License Agreement is not terminated prior to the end of the then current term.

34

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Superior Uniform Group, Inc.

We have audited the accompanying consolidated balance sheets of Superior Uniform Group, Inc. (a Florida corporation) and Subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of earnings, shareholders’ equity and comprehensive income, and cash flows for each of the two years in the period ended December 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Superior Uniform Group, Inc. and Subsidiaries as of December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

/s/ GRANT THORNTON LLP

Tampa, Florida

February 25, 2011

35

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

The Principal Executive Officer, Michael Benstock, and the Principal Financial Officer, Andrew D. Demott, Jr., evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report (the “Evaluation Date”), and, based on such evaluation, concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective to ensure that information the Company is required to disclose in its filings with the SEC under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2010, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that:

• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation under the Internal Control – Integrated Framework, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2010.

36

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The Company’s directors and executive officers as of December 31, 2010 are listed below:

BOARD OF DIRECTORS
Gerald M. Benstock	Chairman of the Board and Executive Committee
Michael Benstock	Chief Executive Officer
Alan D. Schwartz	President
Robin Hensley	President, Raising the Bar
Kenneth Hooten	Partner, Concentric Equity Partners II, L.P.
Sidney Kirschner	Retired, President and CEO, Northside Hospital, Inc.
Paul V. Mellini	Chief Executive Officer and President, Nature Coast Bank
EXECUTIVE OFFICERS
Gerald M. Benstock	Chairman of the Board and Executive Committee
Michael Benstock	Chief Executive Officer
Alan D. Schwartz	President
Peter Benstock	Executive Vice President
Andrew D. Demott, Jr.	Executive Vice President, Chief Financial Officer and Treasurer
Richard T. Dawson	Vice President, General Counsel and Secretary

The Company has adopted a code of business conduct and ethics applicable to the Company’s directors, officers (including the Company’s principal executive officer, principal financial officer and controller) and employees, known as the Code of Business Conduct and Ethics (“the Code”). The Code is available on the Company’s website. In the event that we amend or waive any of the provisions of the Code applicable to our principal executive officer, principal financial officer or controller that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, we intend to disclose the same on the Company’s website at www.superioruniformgroup.com.

The remaining information required by this Item is incorporated herein by reference to the Company’s definitive proxy statement to be filed in connection with its 2011 Annual Meeting of Shareholders.

Item 11. Executive Compensation

The information required by this Item is incorporated herein by reference to the Company’s definitive proxy statement to be filed in connection with its 2011 Annual Meeting of Shareholders.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item relating to beneficial ownership of securities is incorporated herein by reference to the Company’s definitive proxy statement to be filed in connection with its 2011 Annual Meeting of Shareholders.

37

Equity Compensation Plan Information

The following table provides information about our common stock that may be issued upon the exercise of options, warrants, rights and restricted stock under all our existing equity compensation plans as of December 31, 2010, including the 1993 Incentive Stock Option Plan and the 2003 Incentive Stock and Awards Plan:

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(b)		(c)
Equity compensation Plans approved by Security holders		907,170	$	10.52		1,561,400
Equity compensation Plans not approved by Security holders		—		—		—
Total		907,170	$	10.52		1,561,400

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is incorporated herein by reference to the Company’s definitive proxy statement to be filed in connection with its 2011 Annual Meeting of Shareholders.

Item 14. Principal Accounting Fees and Services

The information required by this Item is incorporated herein by reference to the Company’s definitive proxy statement to be filed in connection with its 2011 Annual Meeting of Shareholders.

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)	1.	Consolidated Financial Statements	Page
		The following financial statements of Superior Uniform Group, Inc. are included in Part II, Item 8:
		Consolidated statements of earnings - years ended December 31, 2010 and 2009	15
		Consolidated balance sheets - December 31, 2010 and 2009	16
		Consolidated statements of shareholders’ equity and comprehensive income - years ended December 31, 2010 and 2009	17
		Consolidated statements of cash flows - years ended December 31, 2010 and 2009	18
		Notes to consolidated financial statements	19-34
		Independent Auditors’ Report	35
(a)	2.	Financial Statement Schedules
		All schedules are omitted because they are not applicable, or not required, or because the required information is included in the consolidated financial statements or notes thereto.
(a)	3.	Exhibits
		See Exhibit Index

38

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SUPERIOR UNIFORM GROUP, INC.

/s/ Michael Benstock

By: Michael Benstock

(Chief Executive Officer and Principal Executive Officer )

DATE: February 25, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Michael Benstock
Michael Benstock, February 25, 2011
Chief Executive Officer
(Principal Executive Officer)
/s/ Andrew D. Demott, Jr.
Andrew D. Demott, Jr., February 25, 2011
Chief Financial Officer and Treasurer
(Principal Accounting
Officer and Principal Financial Officer)
/s/ Gerald M. Benstock	/s/ Alan D. Schwartz
Gerald M. Benstock, February 25, 2011	Alan D. Schwartz, February 25, 2011
(Chairman)	(Director)
/s/ Paul Mellini	/s/ Robin Hensley
Paul Mellini, February 25, 2011	Robin Hensley, February 25, 2011
(Director)	(Director)
/s/ Kenneth Hooten	/s/ Sidney Kirschner
Kenneth Hooten, February 25, 2011	Sidney Kirschner, February 25, 2011
(Director)	(Director)

39

SUPERIOR UNIFORM GROUP, INC.

EXHIBIT INDEX

Exhibit No.	Description
3.1	Amended and Restated Articles of Incorporation of the Registrant filed as Exhibit 3.1 to the Registrant’s Interim Report on Form 10-Q for the quarter ended June 30, 1998 (File/Film No.: 001-05869/98680627) and incorporated herein by reference.
3.2	Bylaws of the Registrant, as amended, filed as Exhibit 3.2 to the Form 8-A filed on March 20, 2008 (File/Film No.: 001-05869/08700667) and incorporated herein by reference.
4.1(1)	Credit Agreement dated March 26, 1999, between the Registrant and First Union.
4.2(1)	Credit Agreement dated October 16, 2000, between the Registrant and First Union.
4.3(1)	Second Amendment to Loan Agreement and Other Loan Documents between Registrant and First Union and Renewal of Revolving Credit Note.
4.4(1)	Third Amendment to Loan Agreement and Other Loan Documents between Registrant and Wachovia and Renewal of Revolving Credit.
4.5	Renewal Revolving Line of Credit Promissory Note between Registrant and Wachovia filed as Exhibit 4.5 to the Registrant’s 2007 Annual Report on Form 10-K (File/Film No.: 001-05869/08653598) and incorporated herein by reference.
4.6(1)	Warrant, dated January 4, 2011, issued by Superior Uniform Group, Inc. to EyeLevel Interactive, LLC
10.1*	Form of Director/Officer Indemnification Agreement filed as Exhibit 10 to the Registrant’s Form 10-Q for the quarter ended March 31, 2006 (File/Film No.: 001-05869/06821111), and incorporated herein by reference.
10.2*(1)	Description of bonus plan for executive officers of the Registrant.
10.3*	1993 Incentive Stock Option Plan of the Registrant filed as Exhibit 4.3 to the Registrant’s August 18, 1993 Registration Statement on Form S-8 (File No: 33-67604) and incorporated herein by reference.
10.4	1994 Superior Surgical Mfg. Co., Inc. Supplemental Pension Plan as amended and restated on November 7, 2008, filed as Exhibit 10.4 to the Registrant’s 2008 Annual Report on Form 10-K (File/Film No.: 001-05869/09641805) and incorporated herein by reference.
10.5*	2003 Incentive Stock and Awards Plan of the Registrant filed as Exhibit 4 to the Registrant’s June 6, 2003 Registration Statement on Form S-8 (File/Film No.: 333-105906/03735570), and incorporated herein by reference.
10.6*	Form of [Incentive] Stock Option Award, filed as Exhibit 10.6 to the Registrant’s 2008 Annual Report on Form 10-K (File/Film No.: 001-05869/09641805), and incorporated herein by reference.
10.7*	Form of Stock Appreciation Right Award, filed as Exhibit 10.7 to the Registrant’s 2008 Annual Report on Form 10-K (File/Film No.: 001-05869/09641805), and incorporated herein by reference.
10.8*	Severance Protection Agreement with Michael Benstock, dated November 23, 2005, filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on November 28, 2005 (File/Film No.: 001-05869/051228333) and incorporated herein by reference.
10.9*	Severance Protection Agreement with Alan Schwartz, dated November 23, 2005, filed as Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed on November 28, 2005 (File/Film No.: 001-05869/051228333) and incorporated herein by reference.
10.10*	Severance Protection Agreement with Peter Benstock, dated November 23, 2005, filed as Exhibit 99.3 to the Registrant’s Current Report on Form 8-K filed on November 28, 2005 (File/Film No.: 001-05869/051228333) and incorporated herein by reference.
10.11*	Severance Protection Agreement with Andrew D. Demott, Jr., dated November 23, 2005, filed as Exhibit 99.4 to the Registrant’s Current Report on Form 8-K filed on November 28, 2005 (File/Film No.: 001-05869/051228333) and incorporated herein by reference.
10.12	Revolving Line of Credit Promissory Note dated June 25, 2010, in the original principal amount of $15,000,000 payable by Superior Uniform Group, Inc. to Fifth Third Bank, filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10Q for the quarter ended June 30, 2010 (File/Film No.: 001-05869/10964150) and incorporated herein by reference.
10.13	Revolving Loan Agreement dated June 25, 2010 by and between Superior Uniform Group, Inc. and Fifth Third Bank, filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10Q for the quarter ended June 30, 2010 (File/Film No.: 001-05869/10964150) and incorporated herein by reference.
10.14(1)(2)	License and Distribution Agreement, dated January 4, 2011, between Superior Uniform Group, Inc. and EyeLevel Interactive, LLC.
14.1	Code of Business Ethics, as amended on November 12, 2007, filed as Exhibit 10.9 to the Registrant’s 2007 Annual Report on Form 10-K (File/Film No.: 001-05869/08653598) and incorporated herein by reference.
21.1(1)	Subsidiaries of the Registrant.
23.1(1)	Consent of Independent Registered Public Accounting Firm - Grant Thornton LLP.
31.1(1)	Certification of Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
31.2(1)	Certification of Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
32.1(1)	Written Statement of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
32.2(1)	Written Statement of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.

* Management contracts and compensatory plans and arrangements.

⁽¹⁾ Filed herewith.

⁽²⁾ Certain portions of the exhibit have been omitted pursuant to a request for confidential treatment. An unredacted copy of the exhibit has been filed separately with the United States Securities and Exchange Commission pursuant to a request for confidential treatment.

40

EX-4.1

Exhibit 4.1

LOAN AGREEMENT

between

FIRST UNION NATIONAL BANK, a national banking association, Lender

and

SUPERIOR UNIFORM GROUP, INC., a Florida corporation, Borrower

Dated as of March 26, 1999

TABLE OF CONTENTS

		Page
1.     GENERAL DEFINITIONS			1
1.1	Definitions		1
1.2	Other Terms		4
2.     REVOLVING CREDIT FACILITY			4
2.1	Revolving Credit Facility; Maximum Amount; Use of Proceeds; Advance Period		4
2.2	Revolving Credit Note		4
2.3	General Interest Rate		4
2.4	Payment of Revolving Credit Loan		4
2.5	Other Limitations		5
2.6	Letters of Credit		5
2.7	Fee for Unused Availability		5
3.     TERM LOAN			5
3.1	Term Loan; Maximum Amount; Use of Proceeds		5
3.2	Term Note		5
3.3	General Interest Rate		5
3.4	Payment of Term Loan		5
4.     CONDITIONS PRECEDENT			6
4.1	Conditions Precedent to Advances		6
5.     DEFAULT RATE; MAXIMUM RATE; OTHER PAYMENT TERMS; CO-TERMINUS			7
5.1	Default Rate		7
5.2	Maximum Interest Rate		7
5.3	Payments		7
5.4	Costs, Fees and Expenses		7
5.5	Prepayment		7
5.6	Rights of Set Off		7
5.7	Co-Terminus		7
6.     WARRANTIES AND REPRESENTATIONS			8
6.1	General Warranties and Representations		8
6.2	Survival of Warranties and Representations		10

i

7.     COVENANTS AND CONTINUING AGREEMENTS		10
7.1	Affirmative Covenants	10
7.2	Negative Covenants	11
7.3	Unfunded ERISA Liabilities	12
7.4	Insurance; Payment of Premiums	12
7.5	Survival of Obligations Upon Termination of Agreement	13
7.6	Deposit Account	13
8.     EVENTS OF DEFAULT: RIGHTS AND REMEDIES ON DEFAULT		13
8.1	Events of Default	13
8.2	Acceleration of Indebtedness	15
8.3	Notice	15
9.     MISCELLANEOUS		15
9.1	Assignment and Sale of Interests	15
9.2	Expenses (Including Attorneys’ Fees)	15
9.3	Waiver by Lender	15
9.4	Severability	16
9.5	Parties	16
9.6	Conflict of Terms	16
9.7	General Waivers by Borrower	16
9.8	Governing Law	16
9.9	Notice	17
9.10	Section Titles	18
9.11	Modification of Agreement	18
9.12	Arbitration	18

EXHIBITS

EXHIBIT A – Revolving Credit Note

EXHIBIT B – Term Promissory Note

SCHEDULES

SCHEDULE 1 – Amortization Schedule

SCHEDULE 2 – List of Locations

ii

LOAN AGREEMENT

This LOAN AGREEMENT is made as of the 26^th day of March, 1999, by and between FIRST UNION NATIONAL BANK, a national banking association (“Lender”) with offices at 100 South Ashley Drive, Suite 1000, Tampa, Florida 33602, and SUPERIOR UNIFORM GROUP, INC., a Florida corporation (together with all Subsidiaries, as hereinafter defined, and all Affiliates, as hereinafter defined, “Borrower”), with its principal executive offices located at, and having a mailing address of, 10099 Seminole Boulevard, Seminole, Florida 33772.

W I T N E S S E T H:

WHEREAS, Borrower desires to borrow from Lender, and Lender is willing to make a loan or loans to Borrower, upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the terms and conditions contained herein, and of any extension of credit heretofore, now or hereafter made by Lender to Borrower, the parties hereto, intending to be legally bound, hereby agree as follows:

1. GENERAL DEFINITIONS

1.1        Definitions.    When used herein, the following terms shall have the following meanings:

Agreement:    this Loan Agreement, together with any and all amendments, modifications, extensions, substitutions and renewals hereof.

Affiliate:    as defined in 11 U.S.C. Section 101, except that the term “debtor” therein shall be replaced by the term “Borrower”.

Calculation Agent:    as defined in the Hedge Agreement.

Closing Date:    the date on which this Agreement is accepted by Lender as evidenced by its due execution hereof whether or not any loans or advances are made pursuant to this Agreement on such date.

Confirmation:    with respect to a Hedge Agreement, one or more documents exchanged between the parties which, taken together, confirm all of the terms of such Hedge Agreement.

Default:    an event or condition which, with notice, lapse of time or the happening of any further condition, event or act, or any combination of the foregoing, would constitute an Event of Default.

Effective Tangible Net Worth:    as defined in Section 7.1(e).

ERISA:    the Employee Retirement Income Security Act of 1974, as amended to the date hereof and from time to time hereafter, and any successor statute.

Event of Default:    as defined in Section 8.1.

Financials:    (a) those (i) audited financial statements of Borrower for the period ended December 31, 1997, and (ii) reviewed income statement and balance sheet as of September 30, 1998, and (b) that (i) certain audited balance sheet of Borrower dated as of December 31, 1997, and (ii) reviewed income statement and balance sheet as of September 30, 1998, which have previously been delivered to Lender. The audited financial statements of Borrower have been certified by Deloitte & Touche, LLP, as having been prepared in accordance with generally accepted accounting principles applied on a consistent basis and fairly representing the assets, liabilities and financial condition and results of operations of Borrower, without qualification.

Fixed Charge Coverage Ratio:    as defined in Section 7.1(c).

Hedge Agreement:    that certain ISDA Master Swap Agreement, together with the Schedule thereto and the Confirmation delivered in connection therewith, each executed by and between Borrower and Lender on or about the date hereof and all extensions, modifications, supplements and replacements thereof or thereto.

Indebtedness:    all of Borrower’s liabilities, obligations and indebtedness to Lender of any and every kind and nature (including, without limitation, principal, interest, charges, expenses, attorneys’ fees and other sums chargeable to Borrower by Lender and future advances made to or for the benefit of Borrower), arising under this Agreement, under the Hedge Agreement or under any of the Other Agreements, whether heretofore, now or hereafter owing, arising, due or payable from Borrower to Lender, including obligations of performance.

Liabilities:    all liabilities, obligations and indebtedness of any and every kind and nature (including, without limitation, liabilities, obligations and indebtedness to trade creditors) whether heretofore, now or hereafter owing, arising, due or payable from Borrower or any Subsidiary to any Person and howsoever evidenced, created, incurred, acquired or owing, whether primary, secondary, direct, contingent, fixed, matured, liquidated or otherwise. Without in any way limiting the generality of the foregoing, Liabilities specifically includes (i) all indebtedness guaranteed, directly or indirectly, in any manner, or endorsed (other than for collection or deposit in the ordinary course of business) or discounted with recourse; (ii) all obligations or liabilities of any Person that are secured by any Lien upon property owned by Borrower or a Subsidiary, even though Borrower or such Subsidiary has not assumed or become liable for the payment thereof; (iii) all obligations or liabilities created or arising under any lease of real or personal property or conditional sale or other title retention agreement with respect to property used or acquired by Borrower or a Subsidiary, even though the rights and remedies of the lessor, seller or lender thereunder are limited to repossession of such property; (iv) all unfunded pension fund obligations and liabilities; and (v) deferred taxes.

Lien:    any mortgage, pledge, security interest, encumbrance, lien, charge or claim upon property of any kind, whether or not voluntarily given (including any agreement to give

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any of the foregoing, any conditional sale or other title retention agreement, any lease in the nature thereof, and the filing of, or agreement to give, any financing statement under the Uniform Commercial Code of any jurisdiction).

Notes:    collectively, the Term Promissory Note and the Revolving Credit Note, together with any and all amendments, modifications, extensions, substitutions and renewals thereof.

Other Agreements:    all agreements, instruments and documents, including, without limitation, the Notes, and any other notes, guarantees, mortgages, deeds of trust, chattel mortgages, pledges, powers of attorney, consents, assignments, contracts, notices, security agreements, leases, financing statements, subordination agreements, trust account agreements and all other written matter whether heretofore, now or hereafter executed by or on behalf of Borrower with respect to, or in connection with, this Agreement, together with any and all amendments, modifications, extensions, substitutions and renewals thereof.

Person:    any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, institution, entity, party or government (whether national, federal, state, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof).

Plan:    any employee benefit plan of Borrower or any Subsidiary, as defined in Section 3(3) of ERISA, including, without limitation, any multi-employer plan or any employee welfare benefit plan which is maintained or has been maintained pursuant to a collective bargaining agreement to which two or more unrelated employers contribute and in respect of which Borrower or any Subsidiary is an “employer” as defined in Section 3(5) of ERISA.

Revolving Credit Loan:    as defined in Section 2.1.

Revolving Credit Loan Expiration Date:    March 26, 2002, subject to the provisions in Section 5.7.

Revolving Credit Note:    that certain Revolving Credit Note in the maximum principal amount of $15,000,000.00 dated of even date herewith, made by Borrower payable to the order of Lender, substantially the form of Exhibit A hereto, together with any and all amendments, modifications, extensions, substitutions and renewals thereof.

Subsidiary:    any corporation of which more than 50% of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned by Borrower and/or one or more Subsidiaries.

Term Loan:    as defined in Section 3.1.

Term Loan Maturity Date:    April 1, 2009, subject to the provisions in Section 5.7.

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Term Promissory Note:    that certain Term Promissory Note in the principal amount of $12,000,000.00 dated of even date herewith, made by Borrower payable to the order of Lender, substantially the form of Exhibit B hereto, together with any and all amendments, modifications, extensions, substitutions and renewals thereof.

Total Liabilities:    all Liabilities of Borrower, including capitalized leases and all reserves for deferred taxes and other deferred sums appearing on the liabilities side of a balance sheet, but excluding debt fully subordinated to Lender on terms and conditions acceptable to Lender.

1.2        Other Terms.    Any accounting terms used in this Agreement which are not specifically defined shall have the meanings customarily given them in accordance with generally accepted accounting principles.

2. REVOLVING CREDIT FACILITY

2.1        Revolving Credit Facility; Maximum Amount; Use of Proceeds; Advance Period.    Subject to the terms and conditions hereof, and in reliance on the representations and warranties herein set forth and in the Financials heretofore delivered to Lender, Lender agrees to make available for Borrower’s use a revolving credit facility (“Revolving Credit Facility”) pursuant to which Lender shall from time to time make advances to Borrower, on a revolving basis (“Revolving Credit Loan”). The aggregate principal amount of the Revolving Credit Loan at any one time outstanding shall not exceed FIFTEEN MILLION AND NO/100 Dollars ($15,000,000.00). The Revolving Credit Loan shall be used by Borrower only for general working capital and corporate purposes (to include possible asset purchases), and the issuance of trade letters of credit all of which must be legal and proper corporate purposes and consistent with all applicable laws and statutes. Lender’s obligation to make the Revolving Credit Loan shall be in effect beginning on the date hereof and shall continue until the Revolving Credit Loan Expiration Date (“Revolving Credit Facility Term”).

2.2        Revolving Credit Note.    The Revolving Credit Loan shall be evidenced by the Revolving Credit Note.

2.3        General Interest Rate.    The Revolving Credit Loan shall bear interest on the average daily outstanding balance of principal at the rate specified in the Revolving Credit Note.

2.4        Payment of Revolving Credit Loan.    The Revolving Credit Loan and interest accrued thereon shall be due and payable as follows:

(a)        interest accrued on the Revolving Credit Loan through the last calendar day of each month shall be due and payable in full on the first Business Day of the following month;

(b)        to the extent not otherwise payable pursuant to this Agreement and the Revolving Credit Note, the principal amount of the Revolving Credit Loan shall be due and payable in full on the Revolving Credit Loan Expiration Date; and

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(c)        notwithstanding any term to the contrary herein or in any of the Other Agreements, upon the occurrence of an Event of Default, Lender shall have the right at any time to demand immediate payment of the entire Indebtedness relating to the Revolving Credit Facility.

2.5        Other Limitations.    Lender shall have no obligation to make advances under the Revolving Credit Loan if at the time there exists a Default or Event of Default, or if after the giving thereof, the limit on advances would be exceeded, or after termination of this Agreement.

2.6        Letters of Credit.    Any letter of credit obtained with proceeds of the Revolving Credit Loan must expire on or before the Revolving Credit Loan Expiration Date.

2.7        Fee for Unused Availability.    In addition to all other amounts due to Lender hereunder and under the Revolving Credit Note, Borrower shall pay to Lender on the first Business Day of each April, July, October and January an availability fee equal to 0.15% (15 basis points) per annum on the average daily unused available principal under the Notes for the preceding four quarters or portion thereof.

3. TERM LOAN

3.1        Term Loan; Maximum Amount; Use of Proceeds.    Subject to the terms and conditions hereof and in reliance on the representations and warranties set forth herein, and in the Financials heretofore delivered to Lender, Lender agrees on the Closing Date to make a term loan to Borrower in the principal amount of TWELVE MILLION AND NO/100 DOLLARS ($12,000,000.00) (“Term Loan”). The proceeds of the Term Loan shall be used by Borrower to fund asset acquisitions and to refinance existing debt.

3.2        Term Note.    The Term Loan shall be evidenced by the Term Promissory Note.

3.3        General Interest Rate.    The Term Loan shall bear interest on the daily outstanding balance of principal at the rate specified in the Term Promissory Note.

3.4        Payment of Term Loan.    The Term Loan and interest accrued thereon shall be due and payable as follows:

(a)        the principal amount of the Term Loan, in the amounts set forth on the Amortization Schedule attached as Schedule 1 hereto and hereby made a part hereof, together with interest accrued thereon, shall be due and payable on the dates set forth on such Amortization Schedule, with a final payment of all outstanding principal and interest due and payable in full on the Term Loan Maturity Date; and

(b)        notwithstanding any term herein to the contrary or any term of any Other Agreements, upon the occurrence of an Event of Default, Lender shall have the right to demand immediate payment of the entire Indebtedness relating to the Term Loan.

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4. CONDITIONS PRECEDENT

4.1        Conditions Precedent to Advances.    Notwithstanding any other provision of this Agreement or the Other Agreements and without affecting in any manner the rights of Lender under this Agreement, it is understood and agreed that Lender shall have no obligation to make any advance under this Agreement unless and until the following conditions have been, and continue to be, satisfied, all in form and substance reasonably satisfactory to Lender and its counsel:

(a)        Lender shall have received, on or prior to the Closing Date unless otherwise indicated, the following documents:

(i)        the Notes, duly executed and delivered;

(ii)        evidence of the qualification and good standing of Borrower in each state in which it is required to be qualified to do business except where its failure to qualify or its lack of good standing would not have a material, adverse affect on Borrower or its ability to conduct its business as currently conducted;

(iii)        certified copies of the resolutions of the Board of Directors of Borrower (a) authorizing the Loans and the Hedge Agreement, and (b) authorizing execution and delivery of this Agreement and the Other Agreements by officers of the Borrower;

(iv)        certificates of the secretary of the Borrower certifying to the Lender the names of its officers, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws;

(v)        an opinion of Borrower’s counsel, duly executed and delivered; and

(vi)        the Other Agreements, duly executed and delivered;

(b)        Borrower shall have executed and delivered such additional documents and instruments as have been requested by Lender;

(c)        the representations and warranties contained herein shall be true on and as of the Closing Date, and there shall exist on the Closing Date no Default or Event of Default;

(d)        the advances on the terms and conditions herein provided (including the use by Borrower of the proceeds of the advances) shall not violate any applicable law or governmental regulation (including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System) and shall not subject Lender to tax (other than income and franchise taxes)

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and Lender shall have received such certificates or other evidence as Lender may reasonably request to establish compliance with this condition; and

(e)        all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be in substance and form reasonably satisfactory to Lender and its counsel, and Lender and its counsel shall have received all such counterpart originals or certified or other copies of such documents as Lender or its counsel may reasonably request.

5. DEFAULT RATE; MAXIMUM RATE; OTHER PAYMENT TERMS; CO-TERMINUS

5.1        Default Rate.    Upon any Event of Default, and continuing until the Event of Default is cured, the outstanding principal of the Loan and all other Indebtedness shall bear interest at the Lender’s Prime Rate plus three percent (3.0%), payable on demand, which rate shall apply as well before as after judgment is entered on the Notes.

5.2        Maximum Interest Rate.    In no contingency or event whatsoever shall the interest rate charged pursuant to the terms of this Agreement exceed the highest rate permissible under applicable state and federal law. In the event that Lender has received interest hereunder in excess of the highest allowed rate, Lender shall promptly refund such excess interest to Borrower.

5.3        Payments.    All payments to Lender shall be payable at Lender’s address set forth in Section 9.9 hereof or at such other place or places as Lender may designate from time to time in writing to Borrower.

5.4        Costs, Fees and Expenses.    Costs, fees, expenses and all other payments due Lender for which a due date is not expressed pursuant to this Agreement and the Other Agreements shall be payable within two (2) Business Days after demand.

5.5        Prepayment.    Subject to Section 5.7, the principal amount of the Term Loan may be prepaid in whole or in part at any time provided that Borrower pays Lender such additional amounts deemed necessary by Lender to compensate Lender for all losses, costs and expenses incurred by Lender, including, without limitation, the amount which Borrower is obligated to pay Lender under the Hedge Agreement and all other agreements between Lender and Borrower.

5.6        Rights of Set Off.    Borrower hereby grants to Lender the right to set off against the Indebtedness any funds of Borrower on deposit with Lender, which right may be exercised by Lender at any time following an Event of Default.

5.7        Co-Terminus.    Notwithstanding any term to the contrary herein, or in any of the Other Agreements, Lender shall have the right to demand payment of the entire remaining balance of the Indebtedness if, at any time:

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(a)        Borrower prepays the Term Loan in full or the Term Loan is terminated pursuant to the terms of this Agreement or the Other Agreements; or

(b)        all of the following occur:

(i)        the Revolving Credit Loan has terminated pursuant to the terms of this Agreement or the Other Agreements, including, without limitation, a termination on March 26, 2002; and

(ii)        an offer was made by Lender, no earlier than 90 days before the maturity date of the Revolving Credit Note, to extend, renew or replace at least $10,000,000 of the Revolving Credit Loan at an interest rate equal to or lower than the rate specified in the Revolving Credit Note and on terms (including without limitation fees) materially similar to the terms in this Agreement and the Other Agreements and other terms then required by Lender for loans similar in size and risk to the Revolving Credit Loan; and

(iii)        Borrower has either:

(A)        failed to accept such offer within ten (10) Business Days after the offer was made by Lender, or

(B)        failed, within ten (10) Business Days after delivery of documents evidencing such extension, renewal or replacement, to execute and deliver to Lender such documents and to pay Lender for its costs and fees incurred and due in connection therewith.

6. WARRANTIES AND REPRESENTATIONS

6.1        General Warranties and Representations.    Borrower warrants and represents that:

(a)        Borrower is a corporation which is duly organized, validly existing and in good standing under the laws of the State of Florida and is qualified to do business and is in good standing in all other places where it is required to be so qualified except where its failure to qualify would not have a material, adverse affect on Borrower or its ability to conduct its business as currently conducted;

(b)        Borrower is not a party to any contract or agreement or subject to any charge, corporate restriction, judgment, decree or order having a material adverse effect, taken as a whole, on its business, property, assets, operations or condition, financial or otherwise, or is a party to any labor dispute which would have a material adverse effect on the financial condition of Borrower;

(c)        Borrower is not in violation of any applicable statute, regulation or ordinance of any governmental authorities or of any applicable order, writ, injunction or decree or any court or any Federal, state, municipal or other governmental authority, which would in any respect adversely affect its business;

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(d)        Borrower has not received notice to the effect that it is not in full compliance with any of the requirements of ERISA, and the regulations promulgated thereunder and, to the best of its knowledge, there exists no event described in Section 4043(3) thereof (“Reportable Event”);

(e)        Borrower’s books and records, including, without limitation, computer programs, printouts and other computer materials and records are at the locations identified on Schedule 2 attached hereto and hereby made a part hereof:

(f)        the address specified in Section 6.1(e) is Borrower’s chief executive office and principal place of business;

(g)        Borrower has the right and power and is duly authorized and empowered to enter into, execute, deliver and perform this Agreement and the Other Agreements to which it is a party, and the officers executing and delivering this Agreement and such Other Agreements on behalf of Borrower are duly authorized and empowered to do so;

(h)        the execution, delivery and performance by Borrower of this Agreement and the Other Agreements will not constitute a violation of any applicable law or a breach of any provision contained in Borrower’s Articles of Incorporation or By-Laws or contained in any agreement, instrument or document to which Borrower is now a party or by which Borrower is bound;

(i)        this Agreement and the Other Agreements are legal, valid and binding obligations of Borrower, enforceable in accordance with their respective terms;

(j)        Borrower has, and is current and in good standing with respect to, all governmental approvals, permits, certificates, inspections, consents and franchises necessary to continue to conduct its business as heretofore conducted and to own or lease and operate the assets now owned or leased by it; and no authorization, consent or approval of any federal, state, municipal or other governmental regulatory authority is required in connection with either the execution and delivery by Borrower of this Agreement, the Notes or the Other Agreements to which Borrower is a party, or the performance of its obligations thereunder; and

(k)        the Financials were prepared in accordance with generally accepted accounting principles and present fairly the assets, liabilities and financial condition and results of operations of Borrower at, and as of, the date thereof; there has been no material and adverse change in the liabilities or financial condition of Borrower since the date of the Financials; and there is no material litigation or bankruptcy or governmental actions or proceedings which are pending, or to the best of Borrower’s knowledge, threatened, against Borrower which might result in any material, adverse change in Borrower’s financial condition.

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6.2        Survival of Warranties and Representations.    All representations and warranties of Borrower contained in this Agreement and the Other Agreements shall survive the execution, delivery and acceptance thereof by the parties thereto and the closing of the transactions described therein or related thereto.

7. COVENANTS AND CONTINUING AGREEMENTS

7.1        Affirmative Covenants.    Borrower shall:

(a)        prepare financial statements and cause to be furnished to Lender the following:

(i)        within ninety (90) days after the close of each fiscal year of Borrower, audited financial statements reflecting its operations during such fiscal year, including, without limitation, a balance sheet, profit and loss statement and statement of cash flows, all with supporting schedules, all on a consolidated and consolidating basis and in reasonable detail;

(ii)        quarterly financial statements, including, without limitation, a balance sheet, profit and loss statement and statement of cash flows, with supporting schedules, as soon as available and in any event within forty-five (45) days after the close of each such period, all in reasonable detail and prepared in conformity in all material respects with that of the preceding year, which statements shall be certified as to their correctness by a principal financial officer of Borrower; and

(iii)        such other data and information (financial and otherwise) as Lender, from time to time, may reasonably request, bearing upon or related to Borrower’s financial condition or results of operations or income;

(b)        within forty-five (45) days after the close of each quarter, submit to Lender a certificate of compliance executed by an authorized officer of Borrower certifying that the Borrower is in full compliance with all terms and conditions of this Agreement and the Other Agreements;

(c)        maintain a “Fixed Charge Coverage Ratio” of not less than 2.50 to 1.00, calculated at Borrower’s fiscal year end and quarterly on the last day of each fiscal quarter, on a rolling four quarters basis (for purposes hereof, “Fixed Charge Coverage Ratio” shall mean the sum of earnings before interest, taxes, depreciation, amortization and rent expense (EBITDAR) divided by the sum of current maturities of long term debt plus rent expense plus interest expense; if the Borrower acquires substantially all assets or stock of a previously unrelated business entity, Borrower may utilize the historical income statement of the acquired entity in calculating the Fixed Charge Coverage Ratio as if the acquired entity had been merged into Borrower for the prior four quarters; and, if the Fixed Charge Coverage Ratio is calculated inclusive of a merged entity historical

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income statement, the calculation of the ratio and the historical financial information of the acquired/merged entity must be presented in form and content acceptable to Lender);

(d)        maintain an “Effective Tangible Net Worth” (as hereinafter defined) in an amount:

(i)        from the date hereof until December 31, 1999, not less than $60,000,000.00; and

(ii)        at all times after December 31, 1999, not less than the sum of $60,000,000.00 plus fifty percent (50%) of Borrower’s net income after March 31, 1999;

for purposes hereof, “Effective Tangible Net Worth” shall mean total assets excluding assets owed to Borrower from an officer, an Affiliate or a Subsidiary, and excluding the aggregate amount of Borrower’s goodwill, franchises, licenses, patents, trademarks, trade names, copyrights, service marks, brand names, and other intangible assets) minus Total Liabilities.

(e)        at all times, maintain a ratio of Total Liabilities to Effective Tangible Net Worth of not more than 1.00 to 1.00.

(f)        notify Lender immediately upon its formation of any subsidiaries, which subsidiaries shall execute any and all documents required by Lender, in its sole discretion, necessary to add them as guarantors of the Indebtedness;

(g)        maintain a demand deposit account with Lender;

(h)        pay in full immediately any draw made by Borrower on any letter of credit;

(i)        maintain insurance on all of its assets in the full insurable value thereof and with insurers acceptable to Lender; and

(j)        Borrower shall cause any Subsidiary or Affiliate that is more than 50% owned by Borrower to execute a guaranty of the Indebtedness in form and substance satisfactory to Lender.

7.2        Negative Covenants.    Without Lender’s prior written consent, Borrower shall not:

(a)        create, assume, or permit to exist any mortgage, security deed, deed of trust, pledge, lien, charge or other encumbrance on any of its assets, whether now owned or hereafter acquired, other than (i) liens for taxes contested in good faith, or (ii) liens accruing by law for employee benefits;

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(b)        guarantee or otherwise become responsible for obligations of any other person or entity in an amount in excess of $1,000,000.00 per fiscal year;

(c)        merge or consolidate with any Person or acquire all or substantially all of the assets of, or 50% or more of any class of equity interest of, any Person, or sell, lease, assign or otherwise dispose of a substantial portion of its assets (other than sales of obsolete or worn-out equipment and sales of inventory in the ordinary course of business), or sell or otherwise dispose of stock of any Subsidiary provided that Borrower may merge with (so long as the Borrower is the survivor of such merger or the current shareholders of Borrower continue to own a majority of the voting stock of the survivor), or acquire all or substantially all the assets of, a corporation or other entity as part of an acquisition of a business which is in the same line of business as the Borrower (so long as it is not a hostile takeover) if the aggregate consideration does not exceed 35% of Borrower’s net worth;

(d)        in no event shall Borrower declare or pay a dividend if there shall exist an Event of Default or a condition which, upon the giving of notice or lapse of time or both, would become an Event of Default under this Agreement or the Other Agreements;

(e)        change its fiscal year; or

(f)        retire any long term debt, other than indebtedness to The Chase Manhattan Bank being repaid from the proceeds hereof, in advance of its obligation to do so.

7.3        Unfunded ERISA Liabilities.    Borrower shall, and shall cause each Subsidiary to, (i) keep in full force and effect any and all Plans (other than multi-employer Plans) and shall not withdraw from any multi-employer Plans, which may, from time to time, come into existence under ERISA, unless such Plans can be terminated or such withdrawal can be effected without liability to Borrower or such Subsidiary in connection with such termination or withdrawal; (ii) make its contributions to all of the Plans in a timely manner and in a sufficient amount to comply with the requirements of ERISA; (iii) comply with all material requirements of ERISA which relate to Plans (including without limitation the minimum funding requirements of Section 302 of ERISA); (iv) notify Lender promptly upon receipt by Borrower or such Subsidiary of the institution of any proceeding or other action which may result in the termination of any Plans; (v) notify Lender in writing (x) promptly upon the occurrence of any Reportable Event other than a termination, partial termination or merger of a Plan or a transfer of a Plan’s assets, and (y) prior to any termination, partial termination or merger of a Plan or a transfer of a Plan’s assets.

7.4        Insurance; Payment of Premiums.    Borrower shall maintain insurance with financially sound and reputable insurers in such amounts and against such liabilities and hazards as customarily is maintained by other companies operating similar businesses and, in any event, in an amount satisfactory to Lender.

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7.5        Survival of Obligations Upon Termination of Agreement.    No termination (regardless of cause or procedure) of this Agreement or the Other Agreements shall in any way affect or impair the powers, obligations, duties, rights and liabilities of Borrower or Lender relating to (i) any transaction or event occurring, or matter existing, prior to such termination, (ii) any undertaking, agreement, covenant, warranty or representation of Borrower or Lender with respect to such transaction, event or matter.

7.6        Deposit Account.    Lender may credit any advance of the Revolving Credit Loan into the demand deposit account maintained by Borrower with Lender, and Lender may debit such account for any amounts due to Lender.

8. EVENTS OF DEFAULT: RIGHTS AND REMEDIES ON DEFAULT

8.1        Events of Default.    The occurrence of any one or more of the following events shall constitute an “Event of Default”:

(a)        Borrower fails to pay all or any portion of the Indebtedness within five (5) Business Days after due and payable;

(b)        Borrower, in the reasonable discretion of Lender, fails to perform, keep or observe any other material term, provision, condition, covenant, warranty or representation contained in this Agreement or in any of the Other Agreements, which is required to be performed, kept or observed by Borrower;

(c)        a default shall occur under any other agreement, document or instrument, other than this Agreement or the Other Agreements, to which Borrower is a party, if such default is in the performance of an obligation to pay money or if the default would, in Lender’s judgment, have a material adverse effect on Borrower’s business or Borrower’s ability to repay the Indebtedness;

(d)        any representation, warranty, statement, report, financial statement or certificate made or delivered by Borrower or any of its officers, employees or agents, to Lender is not true and correct in any material respect;

(e)        any of Borrower’s or any Subsidiary’s assets are attached, seized, levied upon, or subjected to, a writ or distress warrant, or come within the possession of any receiver, trustee, custodian or assignee for the benefit of creditors, which is not discharged within thirty (30) days of commencement; or an application is made by any Person other than Borrower or a Subsidiary for the appointment of a receiver, trustee or custodian for any of Borrower’s or any Subsidiary’s assets and such application is not discharged within thirty (30) days;

(f)        an application is made by Borrower or a Subsidiary for the appointment of a receiver, trustee or custodian for any of Borrower’s or any Subsidiary’s assets; a petition under any section or chapter of the Bankruptcy Code or any similar law or regulation shall be filed by Borrower or a Subsidiary; or Borrower or a Subsidiary makes an assignment for the benefit of its creditors or any case or proceeding is filed by Borrower or a Subsidiary for its dissolution,

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liquidation or termination and such case or proceeding is not discharged within thirty (30) days;

(g)        Borrower or a Subsidiary ceases to conduct its business as now conducted or is enjoined, restrained or in any way prevented by court order from conducting all or any material part of its business affairs; or a petition under any section or chapter of the Bankruptcy Code or any similar law or regulation is filed against Borrower or a Subsidiary for its dissolution or liquidation and such petition is not discharged within thirty (30) days;

(h)        a notice of lien, levy or assessment is filed of record with respect to all or any of Borrower’s or any Subsidiary’s assets by the United States government, or any department, agency or instrumentality thereof, or by any state, county, municipal or other governmental agency, or if any taxes or debts owing at any time or times hereafter to any one of these becomes a Lien upon any of the Borrower’s or any Subsidiary’s assets other than inchoate liens;

(i)        Borrower or a Subsidiary becomes insolvent or admits in writing its inability to pay its debts as they mature;

(j)        any Plan shall be terminated within the meaning of Title IV of ERISA, or a trustee shall be appointed by an appropriate United States District Court to administer any Plan or the Pension Benefit Guaranty Corporation (or any successor thereto) shall institute proceedings to terminate any Plan or to appoint a trustee to administer any Plan, which proceedings are not dismissed or withdrawn within thirty (30) days thereafter, if, as of the date of such termination, withdrawal, appointment or institution of proceedings, the liability (after giving effect to the tax consequences thereof) of Borrower or any Subsidiary to the Pension Benefit Guaranty Corporation (or any successor thereto) for unfunded guaranteed vested benefits under the Plan exceeds the current value of assets accumulated in such Plan by more than $100,000.00 (or, in the case of a termination involving Borrower or any Subsidiary as a “substantial employer” (as defined in Section 4001(a)(2) of ERISA), the withdrawing employer’s proportionate share of such excess shall exceed such amount);

(k)        any transfer of stock in Borrower which has the effect of changing the voting control of Borrower on the Closing Date;

(l)        the occurrence of a default in payment or performance by Borrower of any of its obligations under any other loans, contracts, or agreements, or the occurrence of a default by any Subsidiary or Affiliate of Borrower under any loans, contracts or agreements with Lender or its affiliates; or

(m)        any monetary judgment or assessment is entered against Borrower, in an amount greater than $1,000,000.00, which is not discharged or stayed within thirty (30) days of entry.

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8.2        Acceleration of Indebtedness.    Upon the occurrence of an Event of Default, all of the Indebtedness may, at the option of Lender and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.

8.3        Notice.    Any notice required to be given by Lender, if given ten (10) days prior to such proposed action, shall constitute commercially reasonable and fair notice thereof to Borrower.

9. MISCELLANEOUS

9.1        Assignment and Sale of Interests.    Without Lender’s prior written consent, Borrower may not sell, assign or transfer this Agreement or the Other Agreements or any portion hereof or thereof, including, without limitation, Borrower’s rights, title, interests, remedies, powers and/or duties hereunder or thereunder.

9.2        Expenses (Including Attorneys’ Fees).    Borrower shall reimburse Lender on demand for all following fees, costs, expenses and charges (including, but not limited to, attorneys’ fees) of, or incidental to:

(a)        the preparation and administration of this Agreement, all Other Agreements, any amendment of or modification of this Agreement or the Other Agreements;

(b)        any litigation, contest, dispute, suit, proceeding or action including, without limitation, trial, mediation, arbitration, administrative and bankruptcy proceedings and appeals therefrom, (whether instituted by Lender, Borrower or any other Person other than Borrower) in any way relating to, or protecting Lender’s interests in or under, this Agreement or the Other Agreements;

(c)        all state and federal taxes (other than income taxes) incurred by Lender in connection with the execution or recordation of this Agreement and any Other Agreements or otherwise incurred by Lender in connection with the Indebtedness, including, without limitation, such documentary stamp taxes and intangible personal property taxes as are now or hereafter due and payable pursuant to the laws of the State of Florida; and

(d)        all fees, costs, expenses and charges incurred by Lender in connection with the filing and recording of this Agreement and any Other Agreements in the public records or with any state or federal authority.

9.3        Waiver by Lender.    Lender’s failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement shall not waive, affect or diminish any right of Lender thereafter to demand strict compliance and performance. Any suspension or waiver by Lender of an Event of Default shall not suspend, waive or affect any other Event of Default, whether the same is prior or subsequent thereto and whether of the same or of a different type. None of the undertakings, agreements, warranties, covenants and representations contained in this Agreement or the Other Agreements and no Event of Default shall be deemed to have been suspended or waived by Lender, unless such suspension or waiver

15

is by an instrument in writing signed by an authorized officer of Lender and directed to Borrower specifying such suspension or waiver.

9.4        Severability.    Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. If, however, any provision of this Agreement shall be prohibited by, or be invalid under, applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement, unless the ineffectiveness of such provision materially and adversely alters the benefits accruing to either party hereunder.

9.5        Parties.    This Agreement and the Other Agreements shall be binding upon and inure to the benefit of the successors and assigns of Borrower and Lender. This provision, however, shall not be deemed to modify Section 8.1 hereof.

9.6        Conflict of Terms.    The Other Agreements and all Schedules and Exhibits hereto are incorporated in this Agreement by this reference thereto. Except as otherwise provided in this Agreement and except as otherwise provided in the Other Agreements by specific reference to the applicable provision of this Agreement, if any provision contained in this Agreement is in conflict with, or inconsistent with, any provision in the Other Agreements, the provision contained in this Agreement shall govern and control.

9.7        General Waivers by Borrower.    Except as otherwise expressly provided for in this Agreement, Borrower waives (i) presentment, demand and protest and notice of presentment, protest, default, non-payment, maturity, release, compromise, settlement, extension or renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by Lender on which Borrower may, in any way, be liable and hereby ratifies and confirms whatever Lender may do in this regard; (ii) all rights to notice of a hearing prior to Lender’s taking possession or control of, or to Lender’s reply, attachment or levy upon, any bond or security which might be required by any court prior to allowing Lender to exercise any of Lender’s remedies; and (iii) the benefit of all valuation, appraisement and exemption laws. Borrower acknowledges that it has been advised by counsel with respect to this Agreement and the transactions evidenced by this Agreement.

9.8        GOVERNING LAW.    THIS AGREEMENT AND, UNLESS OTHERWISE EXPRESSLY PROVIDED THEREIN, THE OTHER AGREEMENTS, SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO AGREEMENTS EXECUTED, DELIVERED AND PERFORMED WITHIN SUCH STATE NOTWITHSTANDING EXECUTION OF THIS AGREEMENT AND THE OTHER AGREEMENTS OUTSIDE THE STATE OF FLORIDA, WITHOUT GIVING EFFECT TO THE PRINCIPLES AND CONFLICTS OF LAWS. AS PART OF THE CONSIDERATION FOR NEW VALUE THIS DAY RECEIVED, BORROWER HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE CITY OF TAMPA, STATE OF FLORIDA, AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON BORROWER, AND CONSENTS THAT ALL SUCH SERVICE OF

16

PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO BORROWER AT THE ADDRESS STATED ON THE FIRST PAGE HEREOF AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF. BORROWER WAIVES ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

9.9        Notice.    Except as otherwise provided herein, any notices, requests and demands to or upon a party hereto shall be in writing and shall be sent by certified or registered mail, return receipt requested, by personal delivery against receipt, or by telegraph, telex or telecopy, addressed as follows, and shall be deemed validly served and given on the date of receipt as shown on the return receipt if delivered by certified mail, on the date of delivery if done by personal delivery and upon confirmation of receipt if sent by telegraph, telex or telecopy:

To the Lender:	First Union National Bank
	100 South Ashley Drive
	Suite 1000
	Tampa, Florida 33601
	Attn: Timothy J. Coop Vice President
	Telephone: (813) 276-6467
	Telecopy: (813) 276-6499
with copy to:	Carlton, Fields, Ward, Emmanuel, Smith & Cutler, P.A.
	P.O. Box 3239
	Tampa, Florida 33601
	Attn: Edgel C. Lester, Jr., Esquire
	Telephone: (813) 229-4231
	Telecopy: (813) 229-4133
To the
Borrower:	Superior Uniform Group, Inc.
	10099 Seminole Boulevard
	Seminole, Florida 33772-2539
	Attn: Andrew D. Demott, Jr., Chief Financial Officer
	Telephone: (727) 397-9611
	Telecopy: (727) 803-2641
with copy to:	Schumaker, Loop & Kendrick, LLP
	101 East Kennedy Boulevard, Suite 2800
	Tampa, Florida 33602
	Attn: Darrell C. Smith, Esquire
	Telephone: (813) 229-7600
	Telecopy: (813) 229-1660

17

or to such other address as each party may designate for itself by like notice given in accordance with this Section 9.9. Notice shall also be deemed validly served and given on the date that a party rejects or refuses to accept delivery or the date of an inability to effectuate delivery because of a changed address of which no notice was given in accordance with this Section. Any written notice that is not sent in conformity with the provisions hereof shall be nevertheless be effective on the date that such notice is actually received by the noticed party.

9.10        Section Titles.    The section titles contained in this Agreement are, and shall be, without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

9.11        Modification of Agreement.    This Agreement and the Other Agreements may not be modified, altered or amended, except in writing signed by Borrower and Lender.

9.12        Arbitration.    All parties to this Agreement agree as follows:

(a)        Upon demand of any party hereto, whether made before or after institution of any judicial proceeding, any claim or controversy arising out of, or relating to this Agreement between the parties hereto (“Dispute”) shall be resolved by binding arbitration conducted under and governed by the Commercial Finance Disputes Arbitration Rules (“Arbitration Rules”) of the American Arbitration Association (“AAA”) and the Federal Arbitration Act. Disputes may include, without limitation, tort claims, counterclaims, disputes as to whether a matter is subject to arbitration, claims brought as class actions, or claims arising from documents executed in the future. A judgment upon the award may be entered in any court having jurisdiction. Notwithstanding the foregoing, this arbitration provision does not apply to disputes under or related to swap agreements.

(b)        All arbitration hearings shall be conducted in the city in which the office of Lender is located. A hearing shall begin within 90 days of demand for arbitration, and all hearings shall be concluded within 120 days of demand for arbitration. These time limitations may not be extended unless a party shows cause for extension and then for no more than a total of 60 days. The expedited procedures set forth in Rule 51 et seq. of the Arbitration Rules shall be applicable to claims of less than $1,000,000.00. Arbitrators shall be licensed attorneys selected from the Commercial Financial Dispute Arbitration Panel of the AAA. The parties do not waive applicable Federal or state substantive law except as provided herein.

(c)        Notwithstanding the preceding binding arbitration provisions, the parties agree to preserve, without diminution, certain remedies that any party may exercise before or after an arbitration proceeding is brought. The parties shall have the right to proceed in any court of proper jurisdiction or by self-help to exercise or prosecute the following remedies as applicable: (i) all rights to

18

foreclose against any real or personal property or other security by exercising a power of sale or under applicable law by judicial foreclosure including a proceeding to confirm the sale; (ii) all rights of self-help including peaceful occupation of real property and collection of rents, set-off, and peaceful possession of personal property; (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and filing an involuntary bankruptcy proceeding; and (iv) when applicable, a judgment by confession of judgment. Any claim or controversy with regard to any party’s entitlement to such remedies is a Dispute.

(d)        Each party agrees that it shall not have a remedy of punitive or exemplary damages against the other in any Dispute and hereby waive any right or claim to punitive or exemplary damages they have now or which may arise in the future in connection with any Dispute, whether the Dispute is resolved by arbitration or judicially.

IN WITNESS WHEREOF, and intending to be legally bound hereby, this Agreement has been duly executed and delivered by the undersigned as of the day and year specified at the beginning hereof.

BORROWER:
SUPERIOR UNIFORM GROUP, INC., a Florida corporation
By:	/s/ Andrew D. Demott, Jr.
	Andrew D. Demott, Jr.
	Vice President and Chief Financial Officer
LENDER:
FIRST UNION NATIONAL BANK, a national banking association
By:	/s/ Timothy J. Coop
	Timothy J. Coop
	Vice President

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STATE OF GEORGIA

COUNTY OF                         

The foregoing instrument was acknowledged before me this          day of March, 1999, by Andrew D. Demott, Jr., as Vice President and Chief Financial Officer of Superior Uniform Group, Inc., a Florida corporation, on behalf of the corporation, who is personally known to me or has produced                      (state) driver’s license as identification.

My Commission Expires:
	Notary Public (Signature)
(AFFIX NOTARY SEAL)
	(Printed Name)

STATE OF GEORGIA

COUNTY OF                         

The foregoing instrument was acknowledged before me this          day of March, 1999, by Timothy J. Coop, as Vice President of First Union National Bank, a national banking association, on behalf of the bank, who is personally known to me or has produced                      (state) driver’s license as identification.

My Commission Expires:
	Notary Public (Signature)
(AFFIX NOTARY SEAL)
	(Printed Name)

20

EXHIBIT A

REVOLVING CREDIT NOTE

$15,000,000.00
	Month		Day		Year
		March		26		1999
Superior Uniform Group, Inc.
10099 Seminole Boulevard
Seminole, Florida 33772-2539
(Hereinafter referred to as “Borrower”)
First Union National Bank
100 South Ashley Drive
Tampa, Florida 33602
(Hereinafter referred to as the “Bank”)

Borrower promises to pay to the order of Bank, in lawful money of the United States of America, at its office indicated above or wherever else Bank may specify, the sum of up to FIFTEEN MILLION and No/100 Dollars ($15,000,000.00) or such sum as may be advanced and outstanding from time to time, with interest on the unpaid principal balance at the rate and on the terms provided in this Revolving Credit Note (including all renewals, extensions or modifications hereof, this “Note”).

INTEREST RATE DEFINITIONS.

x LIBOR Market Index.    LIBOR Market Index plus ..60% per annum, as LIBOR Market Index may change from day to day (“LIBOR Market Index-Based Rate”). “LIBOR Market Index Rate”, for any day, is the rate per annum (rounded to the next higher 1/100 of 1%) for 1 month U.S. dollar deposits as reported on Telerate page 3750 as of 11:00 a.m., London time, on such day, or if such day is not a London business day, then the immediately preceding London business day (or if not so reported, then as determined by Bank from another recognized source or interbank quotation).

¨ Prime Rate.    The rate of Bank’s Prime Rate plus         % as that rate may change from time to time with changes to occur on the date Bank’s Prime Rate changes (“Prime-Based Rate”). Bank’s Prime Rate shall be that rate announced by Bank from time to time as its prime rate and is one of several interest rate bases used by Bank. Bank lends at rates both above and below Bank’s Prime Rate, and Borrower acknowledges that Bank’s Prime Rate is not represented or intended to be the lowest or most favorable rate of interest offered by Bank.

INTEREST RATE TO BE APPLIED.    Interest Rate. Interest shall accrue on the unpaid principal balance of each Advance (as defined herein) under this Note from the date such Advance is made available to the Borrower at the LIBOR Market Index Rate plus .60% as that rate may change from day to day in accord with changes in the LIBOR Market Index Rate to be adjusted monthly beginning April 26, 1999 (“Interest Rate”).

Default Rate.    In addition to all other rights contained in this Note, if a Default (defined herein) occurs and as long as a Default continues, all outstanding Obligations in Bank’s discretion shall bear interest at the Bank’s Prime Rate plus 3% (“Default Rate”). The Default Rate shall also apply from acceleration until the Obligations or any judgment thereon is paid in full, except as otherwise required by law.

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INTEREST COMPUTATION.    (Actual/360).    Interest shall be computed on the basis of a 360-day year for the actual number of days in the interest period (“Actual/360 Computation”). The Actual/360 Computation determines the annual effective interest yield by taking the stated (nominal) interest rate for a year’s period and then dividing said rate by 360 to determine the daily periodic rate to be applied for each day in the interest period. Application of the Actual/360 Computation produces an annualized effective interest rate exceeding that of the nominal rate.

REPAYMENT TERMS.    This Note shall be due and payable in consecutive monthly payments of accrued interest only on the first Business Day of each month, until fully paid. All outstanding principal will be repaid in accordance with the Loan Agreement, as hereinafter defined, and, if Borrower subscribes to Bank’s cash management services and such services are applicable to this line of credit, the terms of such services. In any event, this Note shall be due and payable in full, including all principal and accrued interest, on March 26, 2002, the maturity date of this Note. Notwithstanding any term to the contrary herein, or in any of the Other Agreements, Lender shall have the right to demand payment of the entire remaining balance of this Note if, at any time Maker prepays the Term Loan in full or the Term Loan is terminated pursuant to the Loan Agreement or the Other Agreements.

RESCISSION OF PAYMENTS.    If any payment received by Bank under this Note or the other Loan Documents is rescinded, avoided or for any reason returned by Bank because of any adverse claim or threatened action, the returned payment shall remain payable as an obligation of all Persons liable under this Note or the other Loan Documents as though such payment had not been made.

LOAN AGREEMENT; LOAN DOCUMENTS; OBLIGATIONS.    This Note is subject to the terms and conditions of that certain Loan Agreement between Bank and Borrower dated as of the date hereof, as the same may be modified and amended from time to time (the “Loan Agreement”). All capitalized terms not otherwise defined herein shall have such meaning as assigned to them in the Loan Agreement. The term “Obligations” used in this Note refers to any and all indebtedness and other obligations under this Note, all other obligations as defined in the respective Loan Documents, and all obligations under any swap agreements as defined in 11 U.S.C. §101 between Bank and Borrower whenever executed.

LATE CHARGE.    If any payments are not timely made, Borrower shall also pay to Bank a late charge equal to 5% of each payment past due for 10 or more days. The Borrower acknowledges that the late charge imposed herein represents a reasonable estimate of the expenses of Bank incurred because of such lateness.

Acceptance by Bank of any late payment without an accompanying late charge shall not be deemed a waiver of Bank’s right to collect such late charge or to collect a late charge for any subsequent late payment received.

ATTORNEYS’ FEES AND OTHER COLLECTION COSTS.    Borrower shall pay all of Bank’s reasonable expenses incurred to enforce or collect any of the Obligations, including, without limitation, reasonable arbitration, paralegals’, attorneys’ and experts’ fees and expenses, whether incurred without the commencement of a suit, in any trial, arbitration, or administrative proceeding, or in any appellate or bankruptcy proceeding.

USURY.    Regardless of any other provision of this Note or other Loan Documents, if for any reason the effective interest should exceed the maximum lawful interest, the effective interest shall be deemed reduced to, and shall be, such maximum lawful interest, and (i) the amount which would be excessive interest shall be deemed applied to the reduction of the principal balance of this Note and not to the payment of interest, and (ii) if the loan evidenced by this Note has been or is thereby paid in full, the excess shall be returned to the party paying same, such application to the principal balance of this Note or the refunding of excess to be a complete settlement and acquittance thereof.

EVENTS OF DEFAULT.    An “Event of Default” shall exist if any one or more of the following events shall occur (individually, an “Event of Default,” and collectively, “Events of Default”): Nonpayment; Nonperformance. The failure of timely payment or performance of the Obligations under this Note.

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Event of Default Under Other Loan Documents.    The occurrence of any Event of Default under any of the other Loan Documents.

REMEDIES UPON EVENT OF DEFAULT.    Upon the occurrence of an Event of Default, Bank may at any time thereafter, take the following actions: Bank Lien and Set-off. Exercise its right of set-off or to foreclose its security interest or lien against any deposit account of any nature or maturity of Borrower with Bank without notice. Acceleration Upon Default. Accelerate the maturity of this Note and all other Obligations, and all of the Obligations shall be immediately due and payable. Cumulative. Exercise any rights and remedies as provided under the Note and other Loan Documents, or as provided by law or equity.

REVOLVING CREDIT ADVANCES.    This is a revolving credit note. Borrower may borrow, repay and reborrow, and Bank may advance and readvance under this Note respectively from time to time (each an “Advance” and together the “Advances”), so long as the total indebtedness outstanding at any one time does not exceed the principal amount stated on the face of this Note. Bank’s obligation to advance or readvance under this Note shall terminate if a Default exists.

WAIVERS AND AMENDMENTS.    No waivers, amendments or modifications of this Note and other Loan Documents shall be valid unless in writing and signed by an officer of Bank. No waiver by Bank of any Event of Default shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion. Neither the failure nor any delay on the part of Bank in exercising any right, power, or remedy under this Note and other Loan Documents shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

Each Borrower or any other Person liable under this Note waives presentment, protest, notice of dishonor, demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale and all other notices of any kind. Further, each agrees that Bank may extend, modify or renew this Note or make a novation of the loan evidenced by this Note for any period and grant any releases, compromises or indulgences with respect to any collateral securing this Note, or with respect to any Borrower or any Person liable under this Note or other Loan Documents, all without notice to or consent of any Borrower or any Person who may be liable under this Note or other Loan Documents and without affecting the liability of Borrower or any Person who may be liable under this Note or other Loan Documents.

MISCELLANEOUS PROVISIONS. Assignment.    This Note and other Loan Documents shall inure to the benefit of and be binding upon the parties and their respective heirs, legal representatives, successors and assigns. Bank’s interests in and rights under this Note and other Loan Documents are freely assignable, in whole or in part, by Bank. Borrower shall not assign its rights and interest hereunder without the prior written consent of Bank, and any attempt by Borrower to assign without Bank’s prior written consent is null and void. Any assignment shall not release Borrower from the Obligations. Applicable Law; Conflict Between Documents. This Note and other Loan Documents shall be governed by and construed under the laws of the state where Bank first shown above is located as shown in the heading of this Note without regard to that state’s conflict of laws principles. If the terms of this Note should conflict with the terms of the Loan Agreement, the terms of the Loan Agreement shall control. Severability. If any provision of this Note or of the other Loan Documents shall be prohibited or invalid under applicable law, such provision shall be ineffective but only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note or other such document. Plural; Captions. All references in the Loan Documents to Borrower, Guarantor, Person, document or other nouns of reference mean both the singular and plural form, as the case may be. The captions contained in the Loan Documents are inserted for convenience only and shall not affect the meaning or interpretation of the Loan Documents. Binding Contract. Borrower by execution of and Bank by acceptance of this Note agree that each party is bound to all terms and provisions of this Note. Entirety. This Note and the other Loan Documents delivered in connection herewith and therewith embody the entire agreement between the parties and supersede all prior agreements and understandings relating to the subject matter hereof and thereof. Advances. Bank in its sole discretion

A-3

may make other advances and readvances under this Note pursuant hereto. Posting of Payments. All payments received during normal banking hours after 2:00 p.m. local time at the office of Bank first shown above shall be deemed received at the opening of the next banking day. Unless otherwise permitted by Bank, any repayments of this Note, other than immediately available U.S. currency, will not be credited to the outstanding loan balance until Bank receives collected funds. Joint and Several Obligations. Each Borrower is jointly and severally obligated under this Note. Fees and Taxes. Borrower shall promptly pay all documentary, intangible recordation and/or similar taxes on this transaction whether assessed at closing or arising from time to time, together with any interest and/or penalties relating thereto. Business Purpose. Borrower represents that the loan evidenced hereby is being obtained for business purposes.

ARBITRATION. All parties to this Note agree as follows:

(a)        Upon demand of any party hereto, whether made before or after institution of any judicial proceeding, any claim or controversy arising out of, or relating to this Note between the parties hereto (“Dispute”) shall be resolved by binding arbitration conducted under and governed by the Commercial Finance Disputes Arbitration Rules (“Arbitration Rules”) of the American Arbitration Association (“AAA”) and the Federal Arbitration Act. Disputes may include, without limitation, tort claims, counterclaims, disputes as to whether a matter is subject to arbitration, claims brought as class actions, or claims arising from documents executed in the future. A judgment upon the award may be entered in any court having jurisdiction. Notwithstanding the foregoing, this arbitration provision does not apply to disputes under or related to swap agreements.

(b)        All arbitration hearings shall be conducted in the city in which the office of Lender is located. A hearing shall begin within 90 days of demand for arbitration, and all hearings shall be concluded within 120 days of demand for arbitration. These time limitations may not be extended unless a party shows cause for extension and then for no more than a total of 60 days. The expedited procedures set forth in Rule 51 et seq. of the Arbitration Rules shall be applicable to claims of less than $1,000,000.00. Arbitrators shall be licensed attorneys selected from the Commercial Financial Dispute Arbitration Panel of the AAA. The parties do not waive applicable Federal or state substantive law except as provided herein.

(c)        All parties agree to preserve, without diminution, certain remedies that any party may exercise before or after an arbitration proceeding is brought. The parties shall have the right to proceed in any court of proper jurisdiction or by self-help to exercise or prosecute the following remedies as applicable: (i) all rights to foreclose against any real or personal property or other security by exercising a power of sale or under applicable law by judicial foreclosure including a proceeding to confirm the sale; (ii) all rights of self-help including peaceful occupation of real property and collection of rents, set-off, and peaceful possession of personal property; (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and filing an involuntary bankruptcy proceeding; and (iv) when applicable, a judgment by confession of judgment. Any claim or controversy with regard to any party’s entitlement to such remedies is a Dispute. Each party agrees that it shall not have a remedy of punitive or exemplary damages against the other in any Dispute and hereby waive any right or claim to punitive or exemplary damages they have now or which may arise in the future in connection with any Dispute, whether the Dispute is resolved by arbitration or judicially.

(d)        Each party agrees that it shall not have a remedy of punitive or exemplary damages against the other in any Dispute and hereby waive any right or claim to punitive or exemplary damages they have now or which may arise in the future in connection with any Dispute, whether the Dispute is resolved by arbitration or judicially.

IN WITNESS WHEREOF, Borrower, as of the day and year first above written, has caused this Note to be executed under seal.

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SUPERIOR UNIFORM GROUP, INC., a Florida corporation
By:	/s/ Andrew D. Demott, Jr.
	Andrew D. Demott, Jr.
	Vice President and Chief Financial Officer
	[CORPORATE SEAL]

STATE OF GEORGIA

COUNTY OF                     

The foregoing instrument was acknowledged before me this          day of March, 1999, by Andrew D. Demott, Jr., as Vice President and Chief Financial Officer of Superior Uniform Group, Inc., a Florida corporation, on behalf of the corporation. He is personally known to me or has produced                      (state) driver’s license as identification.

My Commission Expires:
	Notary Public (Signature)
(AFFIX NOTARY SEAL)
	(Printed Name)
	Notary Public, State of Georgia

A-5

EXHIBIT B

TERM PROMISSORY NOTE

$12,000,000.00	Atlanta, Georgia
	March 26, 1999

FOR VALUE RECEIVED, the undersigned, SUPERIOR UNIFORM GROUP, INC., a Florida corporation (“Maker”), promises to pay to the order of FIRST UNION NATIONAL BANK, a national banking association (“Lender”), in lawful money of the United States of America, in immediately available funds, at FL0070, 214 North Hogan Street, Jacksonville, Florida 32202 or at such other location as the Lender may designate from time to time, the principal sum of TWELVE MILLION AND NO/100 DOLLARS ($12,000,000.00), or so much thereof as may be advanced and remain outstanding, together with interest thereon, as described below.

This Term Promissory Note (“Note”) is the Term Promissory Note referred to in, and issued pursuant to, that certain Loan Agreement, dated of even date herewith between Lender and Maker (as amended from time to time, “Loan Agreement”), the terms of which are incorporated herein by reference. The Loan Agreement contains a provision, among other things, for the acceleration of the stated maturity of this Note upon the happening of certain events set forth therein. Capitalized terms, unless otherwise defined herein, shall have the meaning given such terms in the Loan Agreement.

1. Interest

(a)        Interest Rate. Interest shall accrue on the average daily outstanding principal balance hereof from the date of advancement thereof at a variable rate, based upon a year of 360 days and actual days elapsed, equal to the Contract Rate, as hereinafter defined, subject to availability.

(b)        Certain Defined Terms. As used herein, the following terms shall have the following meanings:

(i)        “Business Day” shall mean any day on which the Lender’s offices in Tampa, Florida, are open for business. Unless specifically denoted “Business Days” herein, references to “days” shall mean calendar days.

(ii)        “Business Day Convention” shall mean the convention for adjusting any relevant date if it would otherwise fall on a day that is not a Business Day. If “Modified Following” is specified, that date will be the first following day that is a Business Day unless that day falls in the next calendar month, in which case that date will be the first preceding day that is a Business Day.

(iii)        The “Calculation Agent” shall have the meaning given to it in the Hedge Agreement.

(iv)        The “Confirmation” shall mean with respect to an Hedge Agreement, one or more documents exchanged between the parties which, taken together, confirm all of the terms of such Hedge Agreement.

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(v)        The “Contract Rate” shall mean the 1 Month LIBOR Market Index Rate plus .80% (80 basis points).

(vi)        The “Hedge Agreement” shall mean that certain ISDA Master Swap Agreement, together with the Schedule thereto and the Confirmation delivered in connection therewith, each executed by and between Maker and Lender on or about the date hereof and all extensions, modifications, supplements and replacements thereof or thereto.

(vii)        A “LIBOR Period” shall mean a one month period, but in no event shall exceed in duration the remainder of the term of the loan evidenced hereby.

(viii)        The “1 Month LIBOR Market Index Rate” shall mean for any day, the rate for one (1) month U.S. dollar deposits as reported on Telerate page 3750 as of 11:00 a.m., London time, on such day, or if such day is not a London business day, then the immediately preceding London business day (or if not so reported, then as determined by Bank from another recognized source or interbank quotation).

(ix)        The “Prime Rate” shall mean a variable rate per annum which equals the rate of interest announced from time to time by Lender as its prime rate, but which is not necessarily the lowest or best rate offered thereby at any time, such interest rate to change automatically from time to time, effective as of the effective date of each change in the prime rate.

(x)        The “Reset Date” shall mean each date specified as such in the Confirmation, subject to adjustment in accordance with any applicable Business Day Convention.

(c)        Limitations on LIBOR; Compensation for Increased Costs. If at any time prior to the proposed commencement of a LIBOR Period, Lender shall have determined in good faith (which determination shall be conclusive) and shall have given notice to Maker that it has become impractical for Lender to continue to offer the Contract Rate to Maker or that Lender’s ability to continue to offer the Contract Rate to Maker has been materially adversely affected because:

(i) by reason of circumstances affecting the London Interbank Eurodollar Market, adequate and fair means do not exist for ascertaining the rate of interest to be applicable during such LIBOR Period;

(ii) deposits in U.S. Dollars for the duration of such LIBOR Period are not available to Lender in the London Interbank Eurodollar Market in sufficient amounts in the ordinary course of business; or

(iii) the London Interbank Offered Rate will not compensate Lender for the cost to Lender of the funds to be used by it to fund the loan evidenced hereby during such LIBOR Period;

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then, from after the date of such determination or at the end of such period as Lender, in its discretion, shall have agreed, the entire outstanding principal balance hereof shall accrue interest at the Prime Rate.

Notwithstanding anything herein contained, if at any time while any principal remains outstanding hereunder, Lender determines in good faith (which determination shall be conclusive) and notifies Maker that, by reason of any law, regulation, treaty or official directive, or any change therein or in the interpretation or application thereof, by the authority charged with the administration thereof or by any court, it is unlawful or impracticable for Lender to continue to maintain or offer the Contract Rate or to give effect to any of its related obligations as contemplated hereby, Lender, by such notice, may declare that the entire outstanding principal balance hereof, together with all accrued and unpaid interest thereon to the date of repayment, shall forthwith or at the end of such period as Lender, in its discretion, shall have agreed, accrue interest at the Prime Rate.

Maker shall reimburse Lender for all losses or expenses incurred by Lender as a result of (i) Maker’s failure to pay any sum due hereunder on its due date, (ii) repayment of any portion of the loan evidenced hereby prior to the end of the applicable LIBOR Period, or (iii) any acceleration of the due date of the loan evidenced hereby pursuant hereto.

(d)        Taxation, Capital Adequacy and Other Increases in Cost of Maintaining LIBOR Rate.    If there occurs any future law, regulation, treaty or official directive (whether or not having the force of law) or any change in applicable present or future law, regulation, treaty or directive (whether or not having force of law) or in the interpretation or application thereof by any court or by any governmental or other authority or entity charged with the administration thereof which now or hereafter shall:

(i) subject Lender to any tax of any kind whatsoever with respect to this Note or any outstanding principal hereunder, or change the basis of taxation of payments to Lender of principal, interest, fees or any other amount payable hereunder (except for changes in the rate of tax on the capital or overall net income of Lender imposed by the laws of the United States, or any state thereof, or taxing authority therein);

(ii) impose, modify or make applicable any reserve, special deposit or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or any other acquisition of funds by, Lender; or

(iii) impose on Lender or the London Interbank Eurodollar Market any other condition, restriction or limitation;

and the result of any of the foregoing is to increase the cost to Lender of maintaining or offering the Contract Rate or to reduce any amount receivable hereunder with respect thereto, then, in any such case, at Maker’s election, either (1) Maker shall promptly pay to Lender, upon demand such additional amounts necessary to compensate Lender for such additional cost or reduced amount received which Lender deems to be material as are determined in good faith by Lender or (2) thereafter, all amounts outstanding under the loan evidenced hereby shall commence accruing

A-8

interest at the Prime Rate upon expiration of each LIBOR Period then in effect with respect to any portion of the loan evidenced hereby. If Lender becomes entitled to claim any additional amounts pursuant to this clause, it shall promptly notify Maker of the event by reason of which it has become so entitled. A certificate of Lender as to any such additional amounts payable to it and containing reasonable details of the calculation thereof shall be conclusive and binding in the absence of manifest error.

(e)        Maximum Amount of Interest.    It is the intention of Maker and Lender to conform strictly to the interest law applicable to this loan transaction. Accordingly, it is agreed that notwithstanding any provisions to the contrary in this Note, or in any of the documents securing payment hereof or otherwise relating hereto, the aggregate of all interest and any other charges or consideration constituting interest under the applicable interest law that is taken, reserved, contracted for, charged or received under this Note or under any of the other aforesaid agreements or otherwise in connection with this loan transaction shall under no circumstances exceed the maximum amount of interest allowed by the interest law applicable to this loan transaction. If any excess of interest in such respect is provided for, in this Note or in any of the documents securing payment hereof or otherwise relating hereto, then, in such event, (i) the provisions of this paragraph shall govern and control, (ii) neither Maker nor Maker’s heirs, legal representatives, successors or assigns shall be obligated to pay the amount of such interest to the extent that it is in excess of the maximum amount of interest allowed by the interest law applicable to this loan transaction, (iii) any excess shall be deemed a mistake and cancelled automatically and, if theretofore paid, shall be credited on this Note by Lender (or if this Note shall have been paid in full, refunded to Maker), and (iv) the effective rate of interest shall be automatically subject to reduction to the maximum legal rate of interest allowed under such interest law as now or hereafter construed by courts of appropriate jurisdiction. To the extent permitted by the interest law applicable to this loan transaction, all sums paid or agreed to be paid to Lender for the use, forbearance or detention of the indebtedness evidenced hereby shall be amortized, prorated, allocated and spread throughout the full term of this Note.

2. Payment Terms.

(a)        The outstanding principal balance hereof, together with interest thereon, shall be due and payable on the dates and in the amounts set forth on the Amortization Schedule attached as Schedule 1 hereto and hereby made a part hereof.

(b)        Notwithstanding any term herein to the contrary or any term of any Other Agreements, upon the occurrence of an Event of Default, Lender shall have the right to demand immediate payment of the entire outstanding principal balance hereof, together with all accrued and unpaid interest and charges thereon and any cost, including breakage cost, associated with any LIBOR contract or Hedge Agreement.

3.        Prepayment.    The principal amount of the Loan may be prepaid in whole or in part at any time provided that Maker compensates Lender for any costs under the Hedge Agreement resulting from such prepayment.

4.        Co-Terminus.    Notwithstanding any term to the contrary herein, or in any of the Other Agreements, Lender shall have the right to demand payment of the entire remaining balance of this Note if, at any time:

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(a)        the Revolving Credit Loan has terminated pursuant to the terms of the Loan Agreement or the Other Agreements, including, without limitation, a termination on March 26, 2002; and

(b)        An offer was made by Lender, no earlier than 90 days before the maturity date of the Revolving Credit Note, to extend, renew or replace at least $10,000,000 of the Revolving Credit Loan at an interest rate equal to or lower than the rate specified in the Revolving Credit Note and on terms (including without limitation fees) materially similar to the terms in the Loan Agreement and the Other Agreements and other terms then required by Lender for loans similar in size and risk to the Revolving Credit Loan; and

(c)        Borrower has either:

(i)        failed to accept such offer within ten (10) Business Days after the offer was made by Lender, or

(ii)        failed within ten (10) Business Days after delivery of documents evidencing such extension, renewal or replacement, to execute and deliver to lender such documents and to pay Lender for its costs and fees incurred and due in connection therewith.

5.        Default Rate.    Upon any Event of Default, and continuing until the Event of Default is cured, the outstanding principal of the loan and all other indebtedness evidenced hereby shall bear interest at a rate per annum, calculated on the basis of a 360-day year and days actually elapsed, equal to the Contract Rate plus three percent (3.0%), payable on demand, which rate shall apply as well before as after judgment.

6.        Miscellaneous.

(a)        If any payment of principal or interest on this Note shall become due on a Saturday, Sunday or on any other day on which banks in Tampa, Florida, are not open for business, such payment shall be made on the immediately preceding Business Day.

(b)        All payments received by Lender hereunder shall be applied first to unpaid interest and other charges and costs payable by Maker and second to the principal balance hereof.

(c)        Maker hereby waives presentment, demand, protest and notice of any kind in connection with this Note.

(d)        This Note shall bind Maker and its successors and assigns, and the benefits hereof shall inure to the benefit of Lender and its successors and assigns. All references herein to the “Maker” and “Lender” shall be deemed to apply to the Maker and Lender, respectively, and their respective successors and assigns.

(e)        This Note, for all purposes, shall be governed by, and construed in accordance with, the laws of the State of Florida. In the event any provision of this Note shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of

A-10

such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Note.

7. Arbitration.    All parties to this Note agree as follows:

(a)        Upon demand of any party hereto, whether made before or after institution of any judicial proceeding, any claim or controversy arising out of, or relating to this Note between the parties hereto (“Dispute”) shall be resolved by binding arbitration conducted under and governed by the Commercial Finance Disputes Arbitration Rules (“Arbitration Rules”) of the American Arbitration Association (“AAA”) and the Federal Arbitration Act. Disputes may include, without limitation, tort claims, counterclaims, disputes as to whether a matter is subject to arbitration, claims brought as class actions, or claims arising from documents executed in the future. A judgment upon the award may be entered in any court having jurisdiction. Notwithstanding the foregoing, this arbitration provision does not apply to disputes under or related to swap agreements.

(b)        All arbitration hearings shall be conducted in the city in which the office of Lender is located. A hearing shall begin within 90 days of demand for arbitration, and all hearings shall be concluded within 120 days of demand for arbitration. These time limitations may not be extended unless a party shows cause for extension and then for no more than a total of 60 days. The expedited procedures set forth in Rule 51 et seq. of the Arbitration Rules shall be applicable to claims of less than $1,000,000.00. Arbitrators shall be licensed attorneys selected from the Commercial Financial Dispute Arbitration Panel of the AAA. The parties do not waive applicable Federal or state substantive law except as provided herein.

(c)        All parties agree to preserve, without diminution, certain remedies that any party may exercise before or after an arbitration proceeding is brought. The parties shall have the right to proceed in any court of proper jurisdiction or by self-help to exercise or prosecute the following remedies as applicable: (i) all rights to foreclose against any real or personal property or other security by exercising a power of sale or under applicable law by judicial foreclosure including a proceeding to confirm the sale; (ii) all rights of self-help including peaceful occupation of real property and collection of rents, set-off, and peaceful possession of personal property; (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and filing an involuntary bankruptcy proceeding; and (iv) when applicable, a judgment by confession of judgment. Any claim or controversy with regard to any party’s entitlement to such remedies is a Dispute. Each party agrees that it shall not have a remedy of punitive or exemplary damages against the other in any Dispute and hereby waive any right or claim to punitive or exemplary damages they have now or which may arise in the future in connection with any Dispute, whether the Dispute is resolved by arbitration or judicially.

(d)        Each party agrees that it shall not have a remedy of punitive or exemplary damages against the other in any Dispute and hereby waive any right or claim to punitive or exemplary damages they have now or which may arise in the future in connection with any Dispute, whether the Dispute is resolved by arbitration or judicially.

IN WITNESS WHEREOF, Maker has executed this Note on the date first above written.

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SUPERIOR UNIFORM GROUP, INC., a Florida corporation
By:	/s/ Andrew D. Demott, Jr.
	Andrew D. Demott, Jr.
	Vice President and Chief Financial Officer
	[CORPORATE SEAL]

STATE OF GEORGIA

COUNTY OF                     

The foregoing instrument was acknowledged before me this          day of March, 1999, by Andrew D. Demott, Jr., as Vice President and Chief Financial Officer of Superior Uniform Group, Inc., a Florida corporation, on behalf of the corporation. He is personally known to me or has produced                      (state) driver’s license as identification.

My Commission Expires:
	Notary Public (Signature)
(AFFIX NOTARY SEAL)
	(Printed Name)
	Notary Public, State of Georgia

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SCHEDULE 1

SCHEDULE A TO PROMISSORY NOTE

The Note will be paid in principal amounts plus accrued interest on the dates shown below:

Payment Due Date	Principal Payment Due	Remaining Principal
		Outstanding
		(following scheduled   principal payment)
April 1, 1999	-	12,000,000.00
May 3, 1999	65,788.94	11,934,211.06
June 1, 1999	72,896.67	11,861,314.39
July 1, 1999	71,069.05	11,790,245.34
August 2, 1999	67,047.47	11,723,197.87
September 1, 1999	71,845.95	11,651,351.92
October 1, 1999	72,250.09	11,579,101.83
November 1, 1999	70,485.41	11,508,616.42
December 1, 1999	73,052.97	11,435,563.45
January 4, 2000	64,887.22	11,370,676.23
February 1, 2000	78,092.89	11,292,583.34
March 1, 2000	76,385.52	11,216,197.82
April 3, 2000	68,388.72	11,147,809.10
May 1, 2000	79,262.94	11,068,546.16
June 1, 2000	73,453.02	10,995,093.14
July 3, 2000	71,818.38	10,923,274.76
August 1, 2000	78,393.63	10,844,881.13
September 1, 2000	74,753.07	10,770,128.06
October 2, 2000	75,187.57	10,694,940.49
November 1, 2000	77,629.90	10,617,310.59
December 1, 2000	78,066.57	10,539,244.02
January 2, 2001	74,553.48	10,464,690.54
February 1, 2001	78,925.06	10,385,765.48
March 1, 2001	83,263.67	10,302,501.81
April 2, 2001	75,973.93	10,226,527.88
May 1, 2001	82,182.19	10,144,345.69
June 1, 2001	78,824.93	10,065,520.76
July 2, 2001	79,283.10	9,986,237.66
August 1, 2001	81,616.35	9,904,621.31
September 4, 2001	74,646.98	9,829,974.33
October 1, 2001	88,024.69	9,741,949.64
November 1, 2001	81,163.86	9,660,785.78
December 3, 2001	79,824.23	9,580,961.55
January 2, 2002	83,896.03	9,497,065.52
February 1, 2002	84,367.95	9,412,697.57
March 1, 2002	88,372.28	9,324,325.29
April 1, 2002	83,591.30	9,240,733.99
May 1, 2002	85,809.81	9,154,924.18
June 3, 2002	81,142.85	9,073,781.33
July 1, 2002	90,151.59	8,983,629.74
August 1, 2002	85,571.59	8,898,058.15
September 3, 2002	82,732.21	8,815,325.94
October 1, 2002	91,508.48	8,723,817.46
November 1, 2002	87,081.75	8,636,735.71
December 2, 2002	87,587.91	8,549,147.80
January 2, 2003	88,097.02	8,461,050.78

Payment Due Date	Principal Payment Due	Remaining Principal
		Outstanding
		(following scheduled   principal payment)
February 3, 2003	87,022.64	8,374,028.14
March 3, 2003	93,825.29	8,280,202.85
April 1, 2003	92,765.34	8,187,437.51
May 1, 2003	91,734.60	8,095,702.91
June 2, 2003	89,214.72	8,006,488.19
July 1, 2003	94,253.66	7,912,234.53
August 1, 2003	91,799.08	7,820,435.45
September 2, 2003	90,866.33	7,729,569.12
October 1, 2003	95,759.41	7,633,809.71
November 3, 2003	90,554.74	7,543,254.97
December 1, 2003	98,186.85	7,445,068.12
January 2, 2004	93,118.53	7,351,949.59
February 2, 2004	95,055.73	7,256,893.86
March 1, 2004	99,690.25	7,157,203.61
April 1, 2004	96,187.69	7,061,015.92
May 3, 2004	95,422.84	6,965,593.08
June 1, 2004	99,913.53	6,865,679.55
July 1, 2004	99,169.49	6,766,510.06
August 2, 2004	97,189.88	6,669,320.18
September 1, 2004	100,274.01	6,569,046.17
October 1, 2004	100,838.06	6,468,208.11
November 1, 2004	100,192.48	6,368,015.63
December 1, 2004	101,968.85	6,266,046.78
January 4, 2005	97,842.89	6,168,203.89
February 1, 2005	105,405.87	6,062,798.02
March 1, 2005	105,959.25	5,956,838.77
April 1, 2005	103,164.81	5,853,673.96
May 2, 2005	103,764.46	5,749,909.50
June 1, 2005	105,445.70	5,644,463.80
July 1, 2005	106,038.83	5,538,424.97
August 1, 2005	105,596.84	5,432,828.13
September 1, 2005	106,210.63	5,326,617.50
October 3, 2005	105,829.24	5,220,788.26
November 1, 2005	109,400.90	5,111,387.36
December 1, 2005	109,037.39	5,002,349.97
January 3, 2006	106,836.90	4,895,513.07
February 1, 2006	111,169.59	4,784,343.48
March 1, 2006	112,671.14	4,671,672.34
April 3, 2006	108,882.97	4,562,789.37
May 1, 2006	113,834.30	4,448,955.07
June 1, 2006	111,929.39	4,337,025.68
July 3, 2006	111,766.79	4,225,258.89
August 1, 2006	114,814.09	4,110,444.80
September 1, 2006	113,896.98	3,996,547.82
October 2, 2006	114,559.01	3,881,988.81
November 1, 2006	115,952.75	3,766,036.06
December 1, 2006	116,604.99	3,649,431.07
January 2, 2007	115,892.35	3,533,538.72
February 1, 2007	117,912.78	3,415,625.94

I-2

Payment Due Date	Principal Payment Due	Remaining Principal
		Outstanding
		(following scheduled   principal payment)
March 1, 2007	119,856.90	3,295,769.04
April 2, 2007	118,014.33	3,177,754.71
May 1, 2007	120,509.90	3,057,244.81
June 1, 2007	120,018.70	2,937,226.11
July 2, 2007	120,716.31	2,816,509.80
August 1, 2007	121,946.07	2,694,563.73
September 4, 2007	120,611.10	2,573,952.63
October 1, 2007	124,758.30	2,449,194.33
November 1, 2007	123,553.00	2,325,641.33
December 3, 2007	123,835.09	2,201,806.24
January 2, 2008	125,403.78	2,076,402.46
February 1, 2008	126,109.18	1,950,293.28
March 3, 2008	126,452.86	1,823,840.42
April 1, 2008	127,871.81	1,695,968.61
May 1, 2008	128,249.12	1,567,719.49
June 2, 2008	128,382.62	1,439,336.87
July 1, 2008	129,962.55	1,309,374.32
August 1, 2008	130,178.20	1,179,196.12
September 2, 2008	130,713.76	1,048,482.36
October 1, 2008	132,087.82	916,394.54
November 3, 2008	132,118.75	784,275.79
December 1, 2008	133,671.49	650,604.30
January 2, 2009	133,885.31	516,718.99
February 2, 2009	134,785.51	381,933.48
March 2, 2009	135,783.79	246,149.69
April 1, 2009	246,149.69	0

I-3

SCHEDULE 2

Revised 12/31/98

SUPERIOR UNIFORM GROUP, INC.

PHYSICAL LOCATIONS, ACTIVITIES & PERSONNEL

1.	SEMINOLE:	10099 Seminole Blvd., 33772-2539
	Seminole, FL	Telephone # (727) 397-9611
	(O)	60,000 square foot corporate headquarters which includes executives, customer service, accounting, credit and collection, accounts payable, accounts receivable, material management, purchasing, data processing, payroll, computerized marking and grading, design center and sample shop. Also a piece goods warehouse, general warehouse and finished goods warehouse/shipping center (uses about 12,000 square feet).
		Employment:
		Seminole - 14E, 43M, 3P, 14W, 205A. Total 279.
		National Sales Force - 41S.
		Total - 320.
2.	MARTIN’S/TAMPA:	2320 W. Hillsborough Avenue, 33603
	Tampa, FL	Telephone # (813) 877-0511
	(O)	111,560 square foot (first floor area 100,000, second floor area 11,560) distribution center, administrative, sales showroom, warehouse facility includes shipping and receiving as well as full alteration department. Completely computerized from order entry through processing — to final invoicing, as well as inventory controls and purchasing controls.
		Employment:
		1E, 14M, 39A, 64P, 49W, 13S, 4-RS. Total – 184
3.	LAMAR:	7230 N.W. 46th Street, 33166
	Miami, FL	Telephone # (305) 593-1500
	(R)	14,000 square foot (floor area 8,800 + decking 5,200) distribution center, administrative, sales showroom, warehouse facility includes shipping and receiving, as well as alteration department.
		Employment:
		3M, 2S, 10A, 6P, 6W, 2RS. Total - 29

Physical Locations

Page Two

12/31/98

4.	MARTIN’S/SERVICE:	4040 Shirley Dr. N.W., 30336
	Atlanta, GA	Telephone # (404) 691-7556
	(R)	10,000 square foot distribution center, administrative, sales showroom, warehouse facility including shipping and receiving, as well as alteration department. Computerized for order entry, processing, invoicing and inventory controls.
		Employment:
		2M, 4A, 6P, 2S, 3W, 3RS. Total – 20
5.	MARTINS/SOUTHERN:	1691 Shelby Oaks Drive, Suite 7, 38134
	Memphis, TN	Telephone # (901) 377-6776
	(R)	3,750 square foot distribution center, administrative, sales showroom, warehouse facility includes shipping and receiving as well as alteration department. Computerized for order entry, processing, invoicing and inventory controls.
		Employment:
		4A, 1P, 1S Total – 6.
6.	MARTINS/NEW ORLEANS:	1401 Distributors Row, Suite G, 70123
	New Orleans, LA	Telephone # (504) 733-5522
	(R)	1,800 square foot facility
		Employment:
		1S, 1RS. Total 2.
7.	MARTIN’S/ SAN ANTONIO:	3201 Cherry Ridge, Bldg. B, Suite 208, 78230
	San Antonio, TX	Telephone # (210) 340-7173
	(R)	2,380 square foot administrative, sales floor and alteration department RS.
		Employment:
		1A, 1P, 2S. Total – 4.
8.	APPEL/FASHION SEAL:	2325-B Renaissance Drive, 89119
	Las Vegas, NV	Telephone # (702) 967-2456
	(R)	7,546 square foot sales office and warehouse.
		Employment:
		1M, 1A, 1W. Total – 3.

II-2

Physical Locations

Page Three

12/31/98

9.	EUDORA GARMENT:	304 Superior Dr., 71640
	Eudora, AR	Telephone # (870) 355-8381
	(B)	217,500 square foot uniform sewing and warehouse/shipping center, OS.
	Plant 1
		Employment:
		27M, 38A, 279P, 139W, 2-OS. Total - 485.
10.	LAKE VILLAGE IND.:	1050 Ainsbrooke, 71653
	Lake Village, AR	Telephone # (870) 265-2203
	(B)	35,000 square foot hospital products plant.
	Plant 2
		Employment:
		1M, 1A, 95P, 3W. Total – 100.
11.	McGEHEE INDUSTRIES:	Highway 65, 71654
	McGehee, AR	Telephone # (870) 222-3085
	(B)	26,000 square foot uniform sewing plant. OS.
	Plant 3
		Employment:
		2M, 1A, 99P, 1W, 2-OS. Total – 105.
12.	HAMBURG UNIFORMS:	301 Byrd Industrial, 71646
	Hamburg, AR	Telephone # (870) 853-9123
	(O)	18,000 square foot sewing plant.
	Plant 4
		Employment:
		2M, 1A, 109P, 3W. Total – 115.
13.	YAZOO UNIFORMS:	741 East 8th St., 39194
	Yazoo City, MS	Telephone # (601) 746-8493
	(R)	32,300 square foot uniform sewing plant.
	Plant 5
		Employment:
		3M, 1A, 125P, 3W. Total – 132.
14.	LA UNIFORMS IND.:	218 Superior Drive, 71232
	Delhi, LA	Telephone # (318) 878-9581
	(R)	15,000 square foot sewing plant.
	Plant 6
		Employment:
		1M, 2A, 108P, 3W. Total – 114.

Physical Locations

Page Four

12/31/98

15.	MS UNIFORM IND.:	Bowling Green Road, Route 3, 39095
	Lexington, MS	Telephone # (601) 834-4485
	(O)	40,000 square foot linen and hospital bag
	Plant 7	manufacturing and shipping facility.
		Employment:
		2M, 3A, 128P, 11W. Total 144.
		101 Olive Street, 39095
16.		Telephone # (601) 834-4485
	Lexington, MS	50,000 square foot storage facility for
	(R)	discontinued merchandise.
	Plant 8 Warehouse
		Employment:
		Total – 0
17.	SOPE CREEK
	Marietta, GA	1165 Allgood Rd., Ste 1, 30062-2238
	(R)	Telephone # (770) 578-3356

Plant 9        Moved to new location in June 1998. With an expansion in September, the facility now occupies 24,600 square feet which houses our embroidery operation, distribution center, administrative, sales showroom, warehouse facility, and shipping and receiving.

		Employment:
		3M, 14A, 25P, 5W. Total - 47
18.	LEE COUNTY MFG:	Sold December 1998
	Leesburg, GA
19.	PINE BLUFF, IND:	Sold March 1998.
	Pine Bluff, AR

Physical Locations

Page Five

12/31/98

Codes:
E	Executive (Corporate Officers and Corporate Managers)
M	Management (On Corporate Table of Organization other than “E”)
A	Administration (Office, etc.)
P	Production (Includes Factory Supv. And Floor Help)
S	Sales
W	Warehouse (includes mechanics, maintenance and porters)
OS	Outlet Store (on Premise)
RS	Retail Store (on Premise)
O	Owned
B	Bond Issue (Owned)
R	Rented

Synopsis of 17 locations: - Gross *:		9 Factory Locations:
Square Feet	669,436	Square Feet	458,400
Employees	1,810	Employees	1,242
Active Locations: (Includes mezzanine square footage)
Factory -	9 Locations
	458,400 square feet
Total -	17 Locations
	669,436 square feet

EX-4.2

Exhibit 4.2

FIRST AMENDMENT TO LOAN AGREEMENT AND

REVOLVING CREDIT NOTE

This First Amendment to Loan Agreement and Revolving Credit Note, dated as of October 16, 2000 (“Amendment”), is entered into by and between SUPERIOR UNIFORM GROUP, INC., a Florida corporation (together with all Subsidiaries and all Affiliates, as herein defined, “Borrower”), and FIRST UNION NATIONAL BANK, a national banking association (“Lender”).

RECITALS

A.        Borrower and Lender are parties to that certain Loan Agreement dated as of March 26, 1999 (“Loan Agreement”) pursuant to which Lender has made a revolving credit loan to Borrower in the maximum principal amount of $15,000,000.00 and a term loan to Borrower in the original principal amount of $12,000,000.00. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement.

B.        Borrower has requested that Lender make an additional term loan to Borrower, and Lender has agreed to make an additional term loan to Borrower, in accordance with the terms of this Amendment.

AGREEMENT

In consideration of the foregoing and the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be bound hereby, agree as follows:

1.        Modification of Loan Agreement. The Loan Agreement is amended as follows:

a.        the following definitions are hereby added to Section 1 of the Loan Agreement:

(i)        Term Loan B Maturity Date: means November 1, 2005.

(ii)        Term Loan A: as defined in Section 3.1.

(iii)        Term Loan B: as defined in Section 3.1.

(iv)        Term Notes: means Term Note A and Term Note B, each substantially in the form as attached as Exhibits B-1 and B-2 respectively, together with any and all amendments, modifications, extensions, substitutions and renewals therefor.

b.        the definition of the term “Notes” is hereby deleted in its entirety and replaced with the following:

“Notes: collectively, Term Note A, Term Note B, and the Revolving Credit Note, together with any and all amendments, modifications, extensions, substitutions and renewals thereof.”

c.        the term “Term Promissory Note” as used in the Loan Agreement is hereby revised to refer and mean the Term Notes.

d.        The definition of “Term Loan Maturity Date” is hereby deleted in its entirety and replaced with the following:

“Term Loan A Maturity Date”: April 1, 2009, subject to the provisions of Section 5.7.”

e.        The definition of “Term Loan” is hereby revised to mean and refer to “Term Loans.”

f.        Section 3 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

3.        TERM LOANS.

3.1        Term Loans; Maximum Amount; Use of Proceeds.    Subject to the terms and conditions hereof and in reliance of any representations and warranties set forth herein, and in the Financials heretofore delivered to Lender, Lender agrees to make a term loan to Borrower in the principal amount of TWELVE MILLION DOLLARS AND NO/100THS ($12,000,000.00) (“Term Loan A”) and a term loan to Borrower in the principal amount of FIVE MILLION DOLLARS AND NO/100THS ($5,000,000.00) (“Term Loan B;” together with Term Loan A, the “Term Loans”). The proceeds of the Term Loans shall be used by Borrower to fund asset acquisitions and to refinance existing debt.

3.2        Term Notes.    The Term Loans are to be evidenced by that certain $12,000,000.00 Term Promissory Note dated as of March 26, 1999 (“Term Note A”) and that certain $5,000,000.00 Term Promissory Note dated as of October 16, 2000 (“Term Note B”).

3.3        General Interest Rate.    The Term Loans shall bear interest on the daily outstanding balance of principal at the rate specified in each of the Term Notes.

“3.4        Payment of Term Loans.    The Term Loans and interest accrued thereon shall be due and payable as set forth in the respective Term Notes. Notwithstanding any term herein to the contrary or any term of any Other Agreements, upon the occurrence of an Event of Default, Lender shall have the right to

2

demand immediate payment of the entire Indebtedness relating to the Term Loans.”

g.        Section 5.7(a) is hereby deleted in its entirety and replaced with the following:

“(a)        Borrower prepays Term Loan A in full or Term Loan A is terminated pursuant to the terms of this Agreement or the other Agreements; or”

h.        Section 7.1(d)(ii) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

“(ii) at all times after December 31, 1999, not less than the sum of $60,000,000.00 plus fifty percent (50%) of Borrower’s net income after March 31, 1999, less the aggregate price paid by Borrower to purchase Treasury Stock after February 1, 2000.”

i.        The following is hereby added as new Section 7.2(g) of the Loan Agreement:

“pay more than $10,000,000.00 in the aggregate for stock of Borrower acquired after February 1, 2000.”

j.        Section 7.2 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

“7.2        Negative Covenants.    Without Lender’s prior written consent, Borrower shall not:

(a)        create, assume, or permit to exist any mortgage, security deed, deed of trust, pledge, lien, charge or other encumbrance on any of its assets, whether now owned or hereafter acquired, other than (i) liens for taxes contested in good faith, (ii) liens accruing by law for employee benefits, or (iii) liens identified on Exhibit C attached hereto.”

k.        Exhibit B of the Loan Agreement is hereby deleted and replaced with Composite Exhibit B-1 and B-2 attached to this Amendment.

l.        The Loan Agreement is hereby deemed to include Exhibit C attached to this Amendment.

2.        Modification Revolving Credit Note.    The term “Term Loan” as used in the Revolving Promissory Note shall refer to and mean Term Note A.

3

3.        Tax Indemnity.    Borrower and Lender have concluded that Florida document excise taxes are not due in connection with this Amendment or any of the other Loan Documents because the Loan Documents have been executed by Borrower and the other signatories, and delivered to Lender, outside the State of Florida. Nevertheless, Borrower shall pay to Lender in full, on demand, the amount of all document excise taxes, including interest and penalties, that either Lender or the Florida Department of Revenue later deem to be due and applicable with respect to the Notes or any of the other Loan Documents, or any other agreement between or among Borrower the Subsidiaries and Lender. In addition, Borrower shall reimburse Lender for any document excise taxes, including penalties and interest, paid by Lender and all costs and attorney’s fees that Lender incurs in defending against an imposition of such taxes on any of the Notes, this Amendment, the other Loan Documents and any other agreement between or among Borrower, the Subsidiaries and Lender.

4.        Representations and Warranties.    Borrower represents and warrants to Lender that:

c.        all of Borrower’s representations and warranties to Lender in the Loan Documents are true and correct on this date, as if made on this date, except to the extent any of them expressly relate to an earlier date;

d.        since the date of the most recent financial statements delivered to Lender, there has not been any material adverse change in the financial conditions of Borrower or any Guarantor;

e.        Borrower has the full corporate power and authority to enter into and perform its obligations hereunder and each transaction contemplated hereby; and

f.        the execution and delivery by Borrower of this Amendment and each other document contemplated hereby and its performance of its obligations hereunder and thereunder have been duly authorized by all necessary corporate proceedings on the part of Borrower.

5.        Counterparts.    The parties may execute this Amendment and any other agreement executed pursuant to it in counterparts. Each executed counterpart will be deemed to be an original, and all of them, together, will constitute the same agreement. This Amendment will become effective as of its stated date of execution, when each party has signed a counterpart and all the executed counterparts have been delivered to Lender.

6.        WAIVER OF CLAIMS.    BORROWER HEREBY KNOWINGLY, VOLUNTARILY, IRREVOCABLY, AND INTENTIONALLY WAIVES AND RELEASES LENDER (AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, REPRESENTATIVES, AND AGENTS) FROM: (a) ALL CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION, WHETHER AT LAW OR IN EQUITY, THAT BORROWER EVER HAD, HAS NOW, OR MIGHT HAVE IN THE FUTURE, BY REASON OF ANY MATTER, CAUSE, OR THING WHATSOEVER ARISING BEFORE THE DATE AND TIME OF EXECUTION OF THIS AMENDMENT, WITH RESPECT TO: (i) ANY BREACH BY LENDER (OR AN OFFICER, DIRECTOR, SHAREHOLDER, REPRESENTATIVE, OR AGENT OF LENDER) OF ITS OBLIGATIONS OR PROMISES UNDER THE LOAN DOCUMENTS OR OTHERWISE;

4

AND (ii) ANY ACTION OR INACTION BY LENDER (OR AN OFFICER, DIRECTOR, SHAREHOLDER, REPRESENTATIVE, OR AGENT OF LENDER) THAT IS ALLEGED TO HAVE HAD AN INJURIOUS EFFECT ON THE BUSINESS, OPERATION OR MANAGEMENT OF BORROWER; AND (b) ANY DEFENSE, COUNTERCLAIM, SETOFF, RIGHT OF RECOUPMENT OR ABATEMENT, OR OTHER CLAIM AGAINST LENDER (OR AN OFFICER, DIRECTOR, SHAREHOLDER, REPRESENTATIVE, OR AGENT OF LENDER) RELATING TO ANY MATTER, CAUSE, OR THING WHATSOEVER ARISING BEFORE THE DATE AND TIME OF EXECUTION OF THIS AMENDMENT.

7.        Ratification of Loan Documents. The parties acknowledge that (except as expressly amended in this Amendment) the Loan Documents are unaffected, unchanged, and unimpaired and all such documents and agreements remain enforceable in accordance with their respective terms. Further, the parties ratify and confirm all their obligations under the Loan Documents, except as modified in this Amendment. Neither this Amendment nor any earlier waiver or amendment of any of the Loan Documents will constitute a novation or have the effect of discharging any liability or obligation evidenced or secured by the Loan Documents.

8.        Transaction Expenses; Taxes. Borrower shall pay all costs and expenses of Lender (including filing fees, recording fees, document excise and intangible tax, and reasonable attorney’s fees and expenses) in connection with this Amendment and any related documents.

9.        Miscellaneous. This Amendment contains the final, complete, and exclusive expression of the understanding of Borrower and Lender with respect to the obligations created under it and supersedes any prior or contemporaneous agreement, understanding, or representation, oral or written, by either of them. Except as expressly provided herein, this Amendment does not constitute a waiver of any rights of Lender or obligations of Borrower under the Loan Documents, and no waiver herein will constitute a continuing waiver or a waiver of any other or future rights or obligations. A waiver or modification of any provision of this Amendment is valid only if the waiver or modification is in writing and signed by each party. The titles and headings preceding the text of the sections of this Amendment have been inserted solely for convenience of reference and do not affect this Amendment’s meaning or effect. This Amendment is binding on each heir, assignee, and personal representative of the Borrower, and inures to the benefit of each assignee and successor of Lender. This Amendment is not assignable by Borrower, and any attempted assignment by Borrower will not be valid or effective against Lender. Lender may assign this Amendment, and its assignee will succeed to all the rights of Lender under it. Words of the neuter gender in this Amendment are to be construed to include words of the masculine and feminine genders. This Amendment is a Florida contract, and the parties intend that it is to be construed according to the laws of the State of Florida.

5

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first written above.

FIRST UNION NATIONAL BANK, a national banking association
By:	/s/ Timothy J. Coop
	Name:
	Title:

SUPERIOR UNIFORM GROUP, INC., a Florida corporation
By:	/s/ Michael Benstock
	Michael Benstock
	Co-President

6

EXHIBIT B-1

TERM PROMISSORY NOTE

$12,000,000.00	Atlanta, Georgia
	March 26, 1999

FOR VALUE RECEIVED, the undersigned, SUPERIOR UNIFORM GROUP, INC., a Florida corporation (“Maker”), promises to pay to the order of FIRST UNION NATIONAL BANK, a national banking association (“Lender”), in lawful money of the United States of America, in immediately available funds, at FL0070, 214 North Hogan Street, Jacksonville, Florida 32202 or at such other location as the Lender may designate from time to time, the principal sum of TWELVE MILLION AND NO/100 DOLLARS ($12,000,000.00), or so much thereof as may be advanced and remain outstanding, together with interest thereon, as described below.

This Term Promissory Note (“Note”) is the Term Promissory Note referred to in, and issued pursuant to, that certain Loan Agreement, dated of even date herewith between Lender and Maker (as amended from time to time, “Loan Agreement”), the terms of which are incorporated herein by reference. The Loan Agreement contains a provision, among other things, for the acceleration of the stated maturity of this Note upon the happening of certain events set forth therein. Capitalized terms, unless otherwise defined herein, shall have the meaning given such terms in the Loan Agreement.

1.        Interest

(a)        Interest Rate. Interest shall accrue on the average daily outstanding principal balance hereof from the date of advancement thereof at a variable rate, based upon a year of 360 days and actual days elapsed, equal to the Contract Rate, as hereinafter defined, subject to availability.

(b)        Certain Defined Terms. As used herein, the following terms shall have the following meanings:

(i)        “Business Day” shall mean any day on which the Lender’s offices in Tampa, Florida, are open for business. Unless specifically denoted “Business Days” herein, references to “days” shall mean calendar days.

(ii)        “Business Day Convention” shall mean the convention for adjusting any relevant date if it would otherwise fall on a day that is not a Business Day. If “Modified Following” is specified, that date will be the first following day that is a Business Day unless that day falls in the next calendar month, in which case that date will be the first preceding day that is a Business Day.

(iii)        The “Calculation Agent” shall have the meaning given to it in the Hedge Agreement.

(iv)        The “Confirmation” shall mean with respect to an Hedge Agreement, one or more documents exchanged between the parties which, taken together, confirm all of the terms of such Hedge Agreement.

(v)        The “Contract Rate” shall mean the 1 Month LIBOR Market Index Rate plus .80% (80 basis points).

(vi)        The “Hedge Agreement” shall mean that certain ISDA Master Swap Agreement, together with the Schedule thereto and the Confirmation delivered in connection therewith, each executed by and between Maker and Lender on or about the date hereof and all extensions, modifications, supplements and replacements thereof or thereto.

(vii)        A “LIBOR Period” shall mean a one month period, but in no event shall exceed in duration the remainder of the term of the loan evidenced hereby.

(viii)        The “1 Month LIBOR Market Index Rate” shall mean for any day, the rate for one (1) month U.S. dollar deposits as reported on Telerate page 3750 as of 11:00 a.m., London time, on such day, or if such day is not a London business day, then the immediately preceding London business day (or if not so reported, then as determined by Bank from another recognized source or interbank quotation).

(ix)        The “Prime Rate” shall mean a variable rate per annum which equals the rate of interest announced from time to time by Lender as its prime rate, but which is not necessarily the lowest or best rate offered thereby at any time, such interest rate to change automatically from time to time, effective as of the effective date of each change in the prime rate.

(x)        The “Reset Date” shall mean each date specified as such in the Confirmation, subject to adjustment in accordance with any applicable Business Day Convention.

(c)        Limitations on LIBOR; Compensation for Increased Costs. If at any time prior to the proposed commencement of a LIBOR Period, Lender shall have determined in good faith (which determination shall be conclusive) and shall have given notice to Maker that it has become impractical for Lender to continue to offer the Contract Rate to Maker or that Lender’s ability to continue to offer the Contract Rate to Maker has been materially adversely affected because:

(i) by reason of circumstances affecting the London Interbank Eurodollar Market, adequate and fair means do not exist for ascertaining the rate of interest to be applicable during such LIBOR Period;

(ii) deposits in U.S. Dollars for the duration of such LIBOR Period are not available to Lender in the London Interbank Eurodollar Market in sufficient amounts in the ordinary course of business; or

(iii) the London Interbank Offered Rate will not compensate Lender for the cost to Lender of the funds to be used by it to fund the loan evidenced hereby during such LIBOR Period;

then, from after the date of such determination or at the end of such period as Lender, in its discretion, shall have agreed, the entire outstanding principal balance hereof shall accrue interest at the Prime Rate.

Notwithstanding anything herein contained, if at any time while any principal remains outstanding hereunder, Lender determines in good faith (which determination shall be conclusive) and notifies Maker that, by reason of any law, regulation, treaty or official directive, or any change therein or in the interpretation or application thereof, by the authority charged with the administration thereof or by any court, it is unlawful or impracticable for Lender to continue to maintain or offer the Contract Rate or to give effect to any of its related obligations as contemplated hereby, Lender, by such notice, may declare that the entire outstanding principal balance hereof, together with all accrued and unpaid interest thereon to the date of repayment, shall forthwith or at the end of such period as Lender, in its discretion, shall have agreed, accrue interest at the Prime Rate.

Maker shall reimburse Lender for all losses or expenses incurred by Lender as a result of (i) Maker’s failure to pay any sum due hereunder on its due date, (ii) repayment of any portion of the loan evidenced hereby prior to the end of the applicable LIBOR Period, or (iii) any acceleration of the due date of the loan evidenced hereby pursuant hereto.

(d)        Taxation, Capital Adequacy and Other Increases in Cost of Maintaining LIBOR Rate. If there occurs any future law, regulation, treaty or official directive (whether or not having the force of law) or any change in applicable present or future law, regulation, treaty or directive (whether or not having force of law) or in the interpretation or application thereof by any court or by any governmental or other authority or entity charged with the administration thereof which now or hereafter shall:

(i) subject Lender to any tax of any kind whatsoever with respect to this Note or any outstanding principal hereunder, or change the basis of taxation of payments to Lender of principal, interest, fees or any other amount payable hereunder (except for changes in the rate of tax on the capital or overall net income of Lender imposed by the laws of the United States, or any state thereof, or taxing authority therein);

(ii) impose, modify or make applicable any reserve, special deposit or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or any other acquisition of funds by, Lender; or

(iii) impose on Lender or the London Interbank Eurodollar Market any other condition, restriction or limitation;

and the result of any of the foregoing is to increase the cost to Lender of maintaining or offering the Contract Rate or to reduce any amount receivable hereunder with respect thereto, then, in any such case, at Maker’s election, either (1) Maker shall promptly pay to Lender, upon demand such additional amounts necessary to compensate Lender for such additional cost or reduced amount received which Lender deems to be material as are determined in good faith by Lender or (2) thereafter, all amounts outstanding under the loan evidenced hereby shall commence accruing

interest at the Prime Rate upon expiration of each LIBOR Period then in effect with respect to any portion of the loan evidenced hereby. If Lender becomes entitled to claim any additional amounts pursuant to this clause, it shall promptly notify Maker of the event by reason of which it has become so entitled. A certificate of Lender as to any such additional amounts payable to it and containing reasonable details of the calculation thereof shall be conclusive and binding in the absence of manifest error.

(e)        Maximum Amount of Interest. It is the intention of Maker and Lender to conform strictly to the interest law applicable to this loan transaction. Accordingly, it is agreed that notwithstanding any provisions to the contrary in this Note, or in any of the documents securing payment hereof or otherwise relating hereto, the aggregate of all interest and any other charges or consideration constituting interest under the applicable interest law that is taken, reserved, contracted for, charged or received under this Note or under any of the other aforesaid agreements or otherwise in connection with this loan transaction shall under no circumstances exceed the maximum amount of interest allowed by the interest law applicable to this loan transaction. If any excess of interest in such respect is provided for, in this Note or in any of the documents securing payment hereof or otherwise relating hereto, then, in such event, (i) the provisions of this paragraph shall govern and control, (ii) neither Maker nor Maker’s heirs, legal representatives, successors or assigns shall be obligated to pay the amount of such interest to the extent that it is in excess of the maximum amount of interest allowed by the interest law applicable to this loan transaction, (iii) any excess shall be deemed a mistake and cancelled automatically and, if theretofore paid, shall be credited on this Note by Lender (or if this Note shall have been paid in full, refunded to Maker), and (iv) the effective rate of interest shall be automatically subject to reduction to the maximum legal rate of interest allowed under such interest law as now or hereafter construed by courts of appropriate jurisdiction. To the extent permitted by the interest law applicable to this loan transaction, all sums paid or agreed to be paid to Lender for the use, forbearance or detention of the indebtedness evidenced hereby shall be amortized, prorated, allocated and spread throughout the full term of this Note.

2.        Payment Terms.

(a)        The outstanding principal balance hereof, together with interest thereon, shall be due and payable on the dates and in the amounts set forth on the Amortization Schedule attached as Schedule 1 hereto and hereby made a part hereof.

(b)        Notwithstanding any term herein to the contrary or any term of any Other Agreements, upon the occurrence of an Event of Default, Lender shall have the right to demand immediate payment of the entire outstanding principal balance hereof, together with all accrued and unpaid interest and charges thereon and any cost, including breakage cost, associated with any LIBOR contract or Hedge Agreement.

3.        Prepayment. The principal amount of the Loan may be prepaid in whole or in part at any time provided that Maker compensates Lender for any costs under the Hedge Agreement resulting from such prepayment.

4.        Co-Terminus. Notwithstanding any term to the contrary herein, or in any of the Other Agreements, Lender shall have the right to demand payment of the entire remaining balance of this Note if, at any time:

(a)        the Revolving Credit Loan has terminated pursuant to the terms of the Loan Agreement or the Other Agreements, including, without limitation, a termination on March 26, 2002; and

(b)        An offer was made by Lender, no earlier than 90 days before the maturity date of the Revolving Credit Note, to extend, renew or replace at least $10,000,000 of the Revolving Credit Loan at an interest rate equal to or lower than the rate specified in the Revolving Credit Note and on terms (including without limitation fees) materially similar to the terms in the Loan Agreement and the Other Agreements and other terms then required by Lender for loans similar in size and risk to the Revolving Credit Loan; and

(c)        Borrower has either:

(i)        failed to accept such offer within ten (10) Business Days after the offer was made by Lender, or

(ii)        failed within ten (10) Business Days after delivery of documents evidencing such extension, renewal or replacement, to execute and deliver to lender such documents and to pay Lender for its costs and fees incurred and due in connection therewith.

5.        Default Rate. Upon any Event of Default, and continuing until the Event of Default is cured, the outstanding principal of the loan and all other indebtedness evidenced hereby shall bear interest at a rate per annum, calculated on the basis of a 360-day year and days actually elapsed, equal to the Contract Rate plus three percent (3.0%), payable on demand, which rate shall apply as well before as after judgment.

6.        Miscellaneous.

(a)        If any payment of principal or interest on this Note shall become due on a Saturday, Sunday or on any other day on which banks in Tampa, Florida, are not open for business, such payment shall be made on the immediately preceding Business Day.

(b)        All payments received by Lender hereunder shall be applied first to unpaid interest and other charges and costs payable by Maker and second to the principal balance hereof.

(c)        Maker hereby waives presentment, demand, protest and notice of any kind in connection with this Note.

(d)        This Note shall bind Maker and its successors and assigns, and the benefits hereof shall inure to the benefit of Lender and its successors and assigns. All references herein to the “Maker” and “Lender” shall be deemed to apply to the Maker and Lender, respectively, and their respective successors and assigns.

(e)        This Note, for all purposes, shall be governed by, and construed in accordance with, the laws of the State of Florida. In the event any provision of this Note shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of

such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Note.

7.        Arbitration. All parties to this Note agree as follows:

(a)        Upon demand of any party hereto, whether made before or after institution of any judicial proceeding, any claim or controversy arising out of, or relating to this Note between the parties hereto (“Dispute”) shall be resolved by binding arbitration conducted under and governed by the Commercial Finance Disputes Arbitration Rules (“Arbitration Rules”) of the American Arbitration Association (“AAA”) and the Federal Arbitration Act. Disputes may include, without limitation, tort claims, counterclaims, disputes as to whether a matter is subject to arbitration, claims brought as class actions, or claims arising from documents executed in the future. A judgment upon the award may be entered in any court having jurisdiction. Notwithstanding the foregoing, this arbitration provision does not apply to disputes under or related to swap agreements.

(b)        All arbitration hearings shall be conducted in the city in which the office of Lender is located. A hearing shall begin within 90 days of demand for arbitration, and all hearings shall be concluded within 120 days of demand for arbitration. These time limitations may not be extended unless a party shows cause for extension and then for no more than a total of 60 days. The expedited procedures set forth in Rule 51 et seq. of the Arbitration Rules shall be applicable to claims of less than $1,000,000.00. Arbitrators shall be licensed attorneys selected from the Commercial Financial Dispute Arbitration Panel of the AAA. The parties do not waive applicable Federal or state substantive law except as provided herein.

(c)        All parties agree to preserve, without diminution, certain remedies that any party may exercise before or after an arbitration proceeding is brought. The parties shall have the right to proceed in any court of proper jurisdiction or by self-help to exercise or prosecute the following remedies as applicable: (i) all rights to foreclose against any real or personal property or other security by exercising a power of sale or under applicable law by judicial foreclosure including a proceeding to confirm the sale; (ii) all rights of self-help including peaceful occupation of real property and collection of rents, set-off, and peaceful possession of personal property; (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and filing an involuntary bankruptcy proceeding; and (iv) when applicable, a judgment by confession of judgment. Any claim or controversy with regard to any party’s entitlement to such remedies is a Dispute. Each party agrees that it shall not have a remedy of punitive or exemplary damages against the other in any Dispute and hereby waive any right or claim to punitive or exemplary damages they have now or which may arise in the future in connection with any Dispute, whether the Dispute is resolved by arbitration or judicially.

(d)        Each party agrees that it shall not have a remedy of punitive or exemplary damages against the other in any Dispute and hereby waive any right or claim to punitive or exemplary damages they have now or which may arise in the future in connection with any Dispute, whether the Dispute is resolved by arbitration or judicially.

IN WITNESS WHEREOF, Maker has executed this Note on the date first above written.

SUPERIOR UNIFORM GROUP, INC., a Florida corporation
By:	/s/ Andrew D. Demott, Jr.
	Andrew D. Demott, Jr.
	Vice President and Chief Financial         Officer

[CORPORATE SEAL]

STATE OF GEORGIA

COUNTY OF                     

The foregoing instrument was acknowledged before me this          day of March, 1999, by Andrew D. Demott, Jr., as Vice President and Chief Financial Officer of Superior Uniform Group, Inc., a Florida corporation, on behalf of the corporation. He is personally known to me or has produced              (state) driver’s license as identification.

My Commission Expires:
	Notary Public (Signature)
(AFFIX NOTARY SEAL)
	(Printed Name)
	Notary Public, State of Georgia

SCHEDULE A TO PROMISSORY NOTE

The Note will be paid in principal amounts plus accrued interest on the dates shown below:

Payment Due Date	Principal Payment Due	Remaining Principal
		Outstanding
		(following scheduled   principal payment)
April 1, 1999	-	12,000,000.00
May 3, 1999	65,788.94	11,934,211.06
June 1, 1999	72,896.67	11,861,314.39
July 1, 1999	71,069.05	11,790,245.34
August 2, 1999	67,047.47	11,723,197.87
September 1, 1999	71,845.95	11,651,351.92
October 1, 1999	72,250.09	11,579,101.83
November 1, 1999	70,485.41	11,508,616.42
December 1, 1999	73,052.97	11,435,563.45
January 4, 2000	64,887.22	11,370,676.23
February 1, 2000	78,092.89	11,292,583.34
March 1, 2000	76,385.52	11,216,197.82
April 3, 2000	68,388.72	11,147,809.10
May 1, 2000	79,262.94	11,068,546.16
June 1, 2000	73,453.02	10,995,093.14
July 3, 2000	71,818.38	10,923,274.76
August 1, 2000	78,393.63	10,844,881.13
September 1, 2000	74,753.07	10,770,128.06
October 2, 2000	75,187.57	10,694,940.49
November 1, 2000	77,629.90	10,617,310.59
December 1, 2000	78,066.57	10,539,244.02
January 2, 2001	74,553.48	10,464,690.54
February 1, 2001	78,925.06	10,385,765.48
March 1, 2001	83,263.67	10,302,501.81
April 2, 2001	75,973.93	10,226,527.88
May 1, 2001	82,182.19	10,144,345.69
June 1, 2001	78,824.93	10,065,520.76
July 2, 2001	79,283.10	9,986,237.66
August 1, 2001	81,616.35	9,904,621.31
September 4, 2001	74,646.98	9,829,974.33
October 1, 2001	88,024.69	9,741,949.64
November 1, 2001	81,163.86	9,660,785.78
December 3, 2001	79,824.23	9,580,961.55
January 2, 2002	83,896.03	9,497,065.52
February 1, 2002	84,367.95	9,412,697.57
March 1, 2002	88,372.28	9,324,325.29
April 1, 2002	83,591.30	9,240,733.99
May 1, 2002	85,809.81	9,154,924.18
June 3, 2002	81,142.85	9,073,781.33
July 1, 2002	90,151.59	8,983,629.74
August 1, 2002	85,571.59	8,898,058.15
September 3, 2002	82,732.21	8,815,325.94
October 1, 2002	91,508.48	8,723,817.46
November 1, 2002	87,081.75	8,636,735.71
December 2, 2002	87,587.91	8,549,147.80
January 2, 2003	88,097.02	8,461,050.78

Payment Due Date	Principal Payment Due	Remaining Principal
		Outstanding
		(following scheduled   principal payment)
February 3, 2003	87,022.64	8,374,028.14
March 3, 2003	93,825.29	8,280,202.85
April 1, 2003	92,765.34	8,187,437.51
May 1, 2003	91,734.60	8,095,702.91
June 2, 2003	89,214.72	8,006,488.19
July 1, 2003	94,253.66	7,912,234.53
August 1, 2003	91,799.08	7,820,435.45
September 2, 2003	90,866.33	7,729,569.12
October 1, 2003	95,759.41	7,633,809.71
November 3, 2003	90,554.74	7,543,254.97
December 1, 2003	98,186.85	7,445,068.12
January 2, 2004	93,118.53	7,351,949.59
February 2, 2004	95,055.73	7,256,893.86
March 1, 2004	99,690.25	7,157,203.61
April 1, 2004	96,187.69	7,061,015.92
May 3, 2004	95,422.84	6,965,593.08
June 1, 2004	99,913.53	6,865,679.55
July 1, 2004	99,169.49	6,766,510.06
August 2, 2004	97,189.88	6,669,320.18
September 1, 2004	100,274.01	6,569,046.17
October 1, 2004	100,838.06	6,468,208.11
November 1, 2004	100,192.48	6,368,015.63
December 1, 2004	101,968.85	6,266,046.78
January 4, 2005	97,842.89	6,168,203.89
February 1, 2005	105,405.87	6,062,798.02
March 1, 2005	105,959.25	5,956,838.77
April 1, 2005	103,164.81	5,853,673.96
May 2, 2005	103,764.46	5,749,909.50
June 1, 2005	105,445.70	5,644,463.80
July 1, 2005	106,038.83	5,538,424.97
August 1, 2005	105,596.84	5,432,828.13
September 1, 2005	106,210.63	5,326,617.50
October 3, 2005	105,829.24	5,220,788.26
November 1, 2005	109,400.90	5,111,387.36
December 1, 2005	109,037.39	5,002,349.97
January 3, 2006	106,836.90	4,895,513.07
February 1, 2006	111,169.59	4,784,343.48
March 1, 2006	112,671.14	4,671,672.34
April 3, 2006	108,882.97	4,562,789.37
May 1, 2006	113,834.30	4,448,955.07
June 1, 2006	111,929.39	4,337,025.68
July 3, 2006	111,766.79	4,225,258.89
August 1, 2006	114,814.09	4,110,444.80
September 1, 2006	113,896.98	3,996,547.82
October 2, 2006	114,559.01	3,881,988.81
November 1, 2006	115,952.75	3,766,036.06
December 1, 2006	116,604.99	3,649,431.07
January 2, 2007	115,892.35	3,533,538.72
February 1, 2007	117,912.78	3,415,625.94

Payment Due Date	Principal Payment Due	Remaining Principal
		Outstanding
		(following scheduled   principal payment)
March 1, 2007	119,856.90	3,295,769.04
April 2, 2007	118,014.33	3,177,754.71
May 1, 2007	120,509.90	3,057,244.81
June 1, 2007	120,018.70	2,937,226.11
July 2, 2007	120,716.31	2,816,509.80
August 1, 2007	121,946.07	2,694,563.73
September 4, 2007	120,611.10	2,573,952.63
October 1, 2007	124,758.30	2,449,194.33
November 1, 2007	123,553.00	2,325,641.33
December 3, 2007	123,835.09	2,201,806.24
January 2, 2008	125,403.78	2,076,402.46
February 1, 2008	126,109.18	1,950,293.28
March 3, 2008	126,452.86	1,823,840.42
April 1, 2008	127,871.81	1,695,968.61
May 1, 2008	128,249.12	1,567,719.49
June 2, 2008	128,382.62	1,439,336.87
July 1, 2008	129,962.55	1,309,374.32
August 1, 2008	130,178.20	1,179,196.12
September 2, 2008	130,713.76	1,048,482.36
October 1, 2008	132,087.82	916,394.54
November 3, 2008	132,118.75	784,275.79
December 1, 2008	133,671.49	650,604.30
January 2, 2009	133,885.31	516,718.99
February 2, 2009	134,785.51	381,933.48
March 2, 2009	135,783.79	246,149.69
April 1, 2009	246,149.69	0

EXHIBIT B-2

TERM PROMISSORY NOTE

$5,000,000.00	Portland, Oregon
	October 16, 2000

FOR VALUE RECEIVED, the undersigned, SUPERIOR UNIFORM GROUP, INC., a Florida corporation (“Maker”), promises to pay to the order of FIRST UNION NATIONAL BANK, a national banking association (“Lender”), in lawful money of the United States of America, in immediately available funds, at FL0070, 214 North Hogan Street, Jacksonville, Florida 32202 or at such other location as the Lender may designate from time to time, the principal sum of FIVE MILLION AND NO/100 DOLLARS ($5,000,000.00), or so much thereof as may be advanced and remain outstanding, together with interest thereon, as described below.

This Term Promissory Note (“Note”) is the Term Promissory Note referred to in, and issued pursuant to, that certain Loan Agreement dated as of March 26, 1999 executed by and between Lender and Maker, as modified pursuant to the terms of that certain First Amendment to Loan Agreement dated as of the date hereof executed by and between Maker and Lender (as so amended, the “Loan Agreement”), the terms of which are incorporated herein by reference. The Loan Agreement contains a provision, among other things, for the acceleration of the stated maturity of this Note upon the happening of certain events set forth therein. Capitalized terms, unless otherwise defined herein, shall have the meaning given such terms in the Loan Agreement.

2.    Interest.

(a) Interest Rate. Interest shall accrue on the average daily outstanding principal balance hereof from the date of advancement thereof at a variable rate, based upon a year of 360 days and actual days elapsed, equal to the Contract Rate, as hereinafter defined, subject to availability.

(b) Certain Defined Terms. As used herein, the following terms shall have the following meanings:

(i)        “Business Day” shall mean any day on which the Lender’s offices in Tampa, Florida, are open for business. Unless specifically denoted “Business Days” herein, references to “days” shall mean calendar days.

(ii)        “Business Day Convention” shall mean the convention for adjusting any relevant date if it would otherwise fall on a day that is not a Business Day. If “Modified Following” is specified, that date will be the first following day that is a Business Day unless that day falls in the next calendar month, in which case that date will be the first preceding day that is a Business Day.

(iii)        The “Contract Rate” shall mean the 1 Month LIBOR Market Index Rate plus .80% (80 basis points).

(iv)        A “LIBOR Period” shall mean a one month period, but in no event shall exceed in duration the remainder of the term of the loan evidenced hereby.

(v)        The “1 Month LIBOR Market Index Rate” shall mean for any day, the rate for one (1) month U.S. dollar deposits as reported on Telerate page 3750 as of 11:00 a.m., London time, on such day, or if such day is not a London business day, then the immediately preceding London business day (or if not so reported, then as determined by Bank from another recognized source or interbank quotation).

(vi)        The “Prime Rate” shall mean a variable rate per annum which equals the rate of interest announced from time to time by Lender as its prime rate, but which is not necessarily the lowest or best rate offered thereby at any time, such interest rate to change automatically from time to time, effective as of the effective date of each change in the prime rate.

(c) Limitations on LIBOR; Compensation for Increased Costs. If at any time prior to the proposed commencement of a LIBOR Period, Lender shall have determined in good faith (which determination shall be conclusive) and shall have given notice to Maker that it has become impractical for Lender to continue to offer the Contract Rate to Maker or that Lender’s ability to continue to offer the Contract Rate to Maker has been materially adversely affected because:

(i)        by reason of circumstances affecting the London Interbank Eurodollar Market, adequate and fair means do not exist for ascertaining the rate of interest to be applicable during such LIBOR Period;

(ii)        deposits in U.S. Dollars for the duration of such LIBOR Period are not available to Lender in the London Interbank Eurodollar Market in sufficient amounts in the ordinary course of business; or

(iii)        the London Interbank Offered Rate will not compensate Lender for the cost to Lender of the funds to be used by it to fund the loan evidenced hereby during such LIBOR Period;

then, from after the date of such determination or at the end of such period as Lender, in its discretion, shall have agreed, the entire outstanding principal balance hereof shall accrue interest at the Prime Rate.

Notwithstanding anything herein contained, if at any time while any principal remains outstanding hereunder, Lender determines in good faith (which determination shall be conclusive) and notifies Maker that, by reason of any law, regulation, treaty or official directive, or any change therein or in the interpretation or application thereof, by the authority charged with the administration thereof or by any court, it is unlawful or impracticable for Lender to continue to maintain or offer the Contract Rate or to give effect to any of its related obligations as contemplated hereby, Lender, by such notice, may declare that the entire outstanding principal

balance hereof, together with all accrued and unpaid interest thereon to the date of repayment, shall forthwith or at the end of such period as Lender, in its discretion, shall have agreed, accrue interest at the Prime Rate.

Maker shall reimburse Lender for all losses or expenses incurred by Lender as a result of (i) Maker’s failure to pay any sum due hereunder on its due date, (ii) repayment of any portion of the loan evidenced hereby prior to the end of the applicable LIBOR Period, or (iii) any acceleration of the due date of the loan evidenced hereby pursuant hereto.

(d) Taxation, Capital Adequacy and Other Increases in Cost of Maintaining LIBOR Rate. If there occurs any future law, regulation, treaty or official directive (whether or not having the force of law) or any change in applicable present or future law, regulation, treaty or directive (whether or not having force of law) or in the interpretation or application thereof by any court or by any governmental or other authority or entity charged with the administration thereof which now or hereafter shall:

(i)        subject Lender to any tax of any kind whatsoever with respect to this Note or any outstanding principal hereunder, or change the basis of taxation of payments to Lender of principal, interest, fees or any other amount payable hereunder (except for changes in the rate of tax on the capital or overall net income of Lender imposed by the laws of the United States, or any state thereof, or taxing authority therein);

(ii)        impose, modify or make applicable any reserve, special deposit or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or any other acquisition of funds by, Lender; or

(iii)        impose on Lender or the London Interbank Eurodollar Market any other condition, restriction or limitation;

and the result of any of the foregoing is to increase the cost to Lender of maintaining or offering the Contract Rate or to reduce any amount receivable hereunder with respect thereto, then, in any such case, at Maker’s election, either (1) Maker shall promptly pay to Lender, upon demand such additional amounts necessary to compensate Lender for such additional cost or reduced amount received which Lender deems to be material as are determined in good faith by Lender or (2) thereafter, all amounts outstanding under the loan evidenced hereby shall commence accruing interest at the Prime Rate upon expiration of each LIBOR Period then in effect with respect to any portion of the loan evidenced hereby. If Lender becomes entitled to claim any additional amounts pursuant to this clause, it shall promptly notify Maker of the event by reason of which it has become so entitled. A certificate of Lender as to any such additional amounts payable to it and containing reasonable details of the calculation thereof shall be conclusive and binding in the absence of manifest error.

(e) Maximum Amount of Interest. It is the intention of Maker and Lender to conform strictly to the interest law applicable to this loan transaction. Accordingly, it is agreed that notwithstanding any provisions to the contrary in this Note, or in any of the documents securing payment hereof or otherwise relating hereto, the aggregate of all interest and any other charges or consideration constituting interest under the applicable interest law that is taken, reserved, contracted for, charged or received under this Note or under any of the other aforesaid

agreements or otherwise in connection with this loan transaction shall under no circumstances exceed the maximum amount of interest allowed by the interest law applicable to this loan transaction. If any excess of interest in such respect is provided for, in this Note or in any of the documents securing payment hereof or otherwise relating hereto, then, in such event, (i) the provisions of this paragraph shall govern and control, (ii) neither Maker nor Maker’s heirs, legal representatives, successors or assigns shall be obligated to pay the amount of such interest to the extent that it is in excess of the maximum amount of interest allowed by the interest law applicable to this loan transaction, (iii) any excess shall be deemed a mistake and cancelled automatically and, if theretofore paid, shall be credited on this Note by Lender (or if this Note shall have been paid in full, refunded to Maker), and (iv) the effective rate of interest shall be automatically subject to reduction to the maximum legal rate of interest allowed under such interest law as now or hereafter construed by courts of appropriate jurisdiction. To the extent permitted by the interest law applicable to this loan transaction, all sums paid or agreed to be paid to Lender for the use, forbearance or detention of the indebtedness evidenced hereby shall be amortized, prorated, allocated and spread throughout the full term of this Note.

3.    Payment Terms.

(a) The outstanding principal balance hereof shall be due and payable as follows:

(i)        commencing on December 1, 2000, and continuing and the 1st day of each month thereafter through and including October 1, 2005, monthly payments of principal in the amount of $83,333.34, plus accrued interest thereon, shall be due and payable; and

(ii)        a final payment of all outstanding principal together with all unpaid and accrued interest thereon shall be due and payable in full on November 1, 2005.

(b) Notwithstanding any term herein to the contrary or any term of any Other Agreements, upon the occurrence of an Event of Default, Lender shall have the right to demand immediate payment of the entire outstanding principal balance hereof, together with all accrued and unpaid interest and charges thereon and any cost, including breakage cost, associated with any LIBOR contract.

4.    Prepayment. The principal amount of the Loan may be prepaid in whole or in part at any time provided that Maker compensates Lender for any costs or fees Lender incurs as a result of such prepayment.

5.    Co-Terminus. Notwithstanding any term to the contrary herein, or in any of the Other Agreements, Lender shall have the right to demand payment of the entire remaining balance of this Note if, at any time:

(a) Term Loan A has been prepaid in whole or has terminated pursuant to the terms of the Loan Agreement or the Other Agreements; or

(b) the Revolving Credit Loan has:

(i)        terminated pursuant to the terms of the Loan Agreement or the Other Agreements, including, without limitation, a termination on March 26, 2002;

(ii)        an offer was made by Lender, no earlier than 90 days before the maturity date of the Revolving Credit Note, to extend, renew or replace at least $10,000,000 of the Revolving Credit Loan at an interest rate equal to or lower than the rate specified in the Revolving Credit Note and on terms (including without limitation fees) materially similar to the terms in the Loan Agreement and the Other Agreements and other terms then required by Lender for loans similar in size and risk to the Revolving Credit Loan; and

(iii)        Borrower has either:

(1)        failed to accept such offer within ten (10) Business Days after the offer was made by Lender, or

(2)        failed within ten (10) Business Days after delivery of documents evidencing such extension, renewal or replacement, to execute and deliver to lender such documents and to pay Lender for its costs and fees incurred and due in connection therewith.

6.    Default Rate. Upon any Event of Default, and continuing until the Event of Default is cured, the outstanding principal of the loan and all other indebtedness evidenced hereby shall bear interest at a rate per annum, calculated on the basis of a 360-day year and days actually elapsed, equal to the Contract Rate plus three percent (3.0%), payable on demand, which rate shall apply as well before as after judgment.

7.    Miscellaneous.

(a) If any payment of principal or interest on this Note shall become due on a Saturday, Sunday or on any other day on which banks in Tampa, Florida, are not open for business, such payment shall be made on the immediately preceding Business Day.

(b) All payments received by Lender hereunder shall be applied first to unpaid interest and other charges and costs payable by Maker and second to the principal balance hereof.

(c) Maker hereby waives presentment, demand, protest and notice of any kind in connection with this Note.

(d) This Note shall bind Maker and its successors and assigns, and the benefits hereof shall inure to the benefit of Lender and its successors and assigns. All references herein to the “Maker” and “Lender” shall be deemed to apply to the Maker and Lender, respectively, and their respective successors and assigns.

(e)This Note, for all purposes, shall be governed by, and construed in accordance with, the laws of the State of Florida. In the event any provision of this Note shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such

prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Note.

8.    Arbitration. All parties to this Note agree as follows:

(a) Upon demand of any party hereto, whether made before or after institution of any judicial proceeding, any claim or controversy arising out of, or relating to this Note between the parties hereto (“Dispute”) shall be resolved by binding arbitration conducted under and governed by the Commercial Finance Disputes Arbitration Rules (“Arbitration Rules”) of the American Arbitration Association (“AAA”) and the Federal Arbitration Act. Disputes may include, without limitation, tort claims, counterclaims, disputes as to whether a matter is subject to arbitration, claims brought as class actions, or claims arising from documents executed in the future. A judgment upon the award may be entered in any court having jurisdiction. Notwithstanding the foregoing, this arbitration provision does not apply to disputes under or related to swap agreements.

(b) All arbitration hearings shall be conducted in the city in which the office of Lender is located. A hearing shall begin within 90 days of demand for arbitration, and all hearings shall be concluded within 120 days of demand for arbitration. These time limitations may not be extended unless a party shows cause for extension and then for no more than a total of 60 days. The expedited procedures set forth in Rule 51 et seq. of the Arbitration Rules shall be applicable to claims of less than $1,000,000.00. Arbitrators shall be licensed attorneys selected from the Commercial Financial Dispute Arbitration Panel of the AAA. The parties do not waive applicable Federal or state substantive law except as provided herein.

(c) All parties agree to preserve, without diminution, certain remedies that any party may exercise before or after an arbitration proceeding is brought. The parties shall have the right to proceed in any court of proper jurisdiction or by self-help to exercise or prosecute the following remedies as applicable: (i) all rights to foreclose against any real or personal property or other security by exercising a power of sale or under applicable law by judicial foreclosure including a proceeding to confirm the sale; (ii) all rights of self-help including peaceful occupation of real property and collection of rents, set-off, and peaceful possession of personal property; (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and filing an involuntary bankruptcy proceeding; and (iv) when applicable, a judgment by confession of judgment. Any claim or controversy with regard to any party’s entitlement to such remedies is a Dispute.

(d) Each party agrees that it shall not have a remedy of punitive or exemplary damages against the other in any Dispute and hereby waive any right or claim to punitive or exemplary damages they have now or which may arise in the future in connection with any Dispute, whether the Dispute is resolved by arbitration or judicially.

IN WITNESS WHEREOF, Maker has executed this Note on the date first above written.

SUPERIOR UNIFORM GROUP, INC., a Florida corporation
By:	/s/ Michael Benstock
	Michael Benstock
	Co-President
	[CORPORATE SEAL]

STATE OF OREGON

COUNTY OF                     

The foregoing instrument was acknowledged before me this 16^th day of October, 2000, by Michael Benstock, as Co-President of Superior Uniform Group, Inc., a Florida corporation, on behalf of the corporation. He is personally known to me or has produced                      (state) driver’s license as identification.

My Commission Expires:
	Notary Public (Signature)
(AFFIX NOTARY SEAL)
	(Printed Name)
	Notary Public, State of

EXHIBIT C

UCC Recordings

1.	File Date: 03-23-98
	File No.: 980000062190
	Secured Party: Winthrop Resources Corporation
	Amendment File Date: 01-14-99
2.	File Date: 02-08-99
	File No.: 990000027702
	Secured Party: Ikon Office Solutions, Inc.
3.	File Date: 02-08-99
	File No.: 990000027725
	Secured Party: Ikon Office Solutions, Inc.
4.	File Date: 11-15-99
	File No.: 990000259482
	Secured Party: Winthrop Resources Corporation
5.	File Date: 08-07-00
	File No.: 200000181175
	Secured Party: Winthrop Resources Corporation

EX-4.3

Exhibit 4.3

SECOND AMENDMENT TO LOAN AGREEMENT

AND OTHER LOAN DOCUMENTS

This Second Amendment to Loan Agreement and Other Loan Documents, dated as of March 27, 2001 (this “Amendment”), is entered into by and between SUPERIOR UNIFORM GROUP, INC., a Florida corporation (together with all Subsidiaries and all Affiliates, as herein defined, “Borrower”), and FIRST UNION NATIONAL BANK, a national banking association (“Lender”).

RECITALS

A.         Borrower and Lender are parties to that certain Loan Agreement dated as of March 26, 1999, as amended pursuant to the terms of that certain First Amendment to Loan Agreement and Revolving Credit Note dated as of October 16, 2000 by and between Borrower and Lender (as so amended, the “Loan Agreement”), pursuant to the terms of which Lender has made (a) a revolving credit loan to Borrower in the maximum principal amount of $15,000,000.00 (“Revolving Loan”), as evidenced by that certain Revolving Credit Note in the original maximum principal amount of $15,000,000.00 dated March 26, 1999 made by Borrower payable to the order of Lender (“Revolving Note”), and (b) term loans to Borrower in the principal amounts of $12,000,000.00 and $5,000,000.00, as evidenced by that certain Term Note in the original principal amount of $12,000,000.00 dated as of March 26, 1999 made by Borrower payable to the order of Lender and that certain Term Note in the original principal amount of $5,000,000.00 dated as of October 16, 2000 made by Borrower payable to the order of Lender (“Term Notes,” and the Term Notes, together with the Revolving Note, the Loan Agreement and all other documents executed in connection herewith or therewith, collectively, the “Loan Documents”). Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement.

B.         Borrower has requested that Lender renew and amend the terms of the Revolving Loan pursuant to the terms of that certain Renewal Revolving Credit Note dated as of the date hereof in the maximum principal amount of [$15,000,000.00] made by Borrower payable to the order of Lender (“Renewal Revolving Note”), and Lender has agreed to renew and amend the terms of the Revolving Loan pursuant to the Renewal Revolving Note, in accordance with, and conditioned upon, the terms of this Amendment.

AGREEMENT

In consideration of the foregoing and the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be bound hereby, agree as follows:

1.         Modification of Loan Agreement.     The Loan Agreement is amended as follows:

(a)         the definition of “Revolving Credit Note” is hereby deleted in its entirety and replaced with the following:

“Revolving Credit Note: that certain Renewal Revolving Credit in the maximum principal amount of [$15,000,000.00] dated as of March __, 2001 made by Borrower payable to the order of Lender, substantially in the form of Exhibit A hereto, together with any and all amendments, modifications, extensions, substitutions and renewals thereof.”

(b)         the definition of “Revolving Credit Loan Expiration Date” is hereby deleted in its entirety and replaced with the following:

“Revolving Credit Loan Expiration Date: The “Maturity Date” as defined in the Revolving Credit Note.”

(c)         Exhibit A to the Loan Agreement is hereby deleted and replaced with Exhibit A attached to this Amendment.

(d)         Section 5.7 (b)(ii) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

“(ii) the Revolving Credit Loan has terminated pursuant to the terms of this Agreement or Other Agreements including, without limitation, a termination on the Revolving Credit Loan Expiration Date.”

2.         Modification of Other Loan Documents.     All other Loan Documents and Other Agreements are hereby modified as follows:

(a)         In addition to all other obligations of payment and performance by Borrower as secured by such Loan Documents, the Loan Documents shall secure the payment of the indebtedness evidenced by the Revolving Note, as renewed and modified by the Renewal Revolving Note; and

(b)         The term “Revolving Credit Note” as used in all other Loan Documents shall mean, the Revolving Note as modified and renewed pursuant to the terms of the Renewal Revolving Note, together with all modifications, amendments, extensions and renewals thereof.

3.         Tax Indemnity.     Borrower and Lender have concluded that Florida document excise taxes are not due in connection with this Amendment or any of the other Loan Documents because the Loan Documents have been executed by Borrower and the other signatories, and delivered to Lender, outside the State of Florida. Nevertheless, Borrower shall pay to Lender in full, on demand, the amount of all document excise taxes, including interest and penalties, that either Lender or the Florida Department of Revenue later deem to be due and applicable with respect to the Notes or any of the other Loan Documents, or any other agreement between or among Borrower the Subsidiaries and Lender. In addition, Borrower shall reimburse Lender for any document excise taxes, including penalties and interest, paid by Lender and all costs and attorney’s fees that Lender incurs in defending against an imposition of such taxes on any of the Notes, this Amendment, the other Loan Documents and any other agreement between or among Borrower, the Subsidiaries and Lender.

2

4.         Representations and Warranties.     Borrower represents and warrants to Lender that:

(a)         all of Borrower’s representations and warranties to Lender in the Loan Documents are true and correct on this date, as if made on this date, except to the extent any of them expressly relate to an earlier date;

(b)         since the date of the most recent financial statements delivered to Lender, there has not been any material adverse change in the financial conditions of Borrower or any Guarantor;

(c)         Borrower has the full corporate power and authority to enter into and perform its obligations hereunder and each transaction contemplated hereby; and

(d)         the execution and delivery by Borrower of this Amendment and each other document contemplated hereby and its performance of its obligations hereunder and thereunder have been duly authorized by all necessary corporate proceedings on the part of Borrower.

5.         Counterparts.     The parties may execute this Amendment and any other agreement executed pursuant to it in counterparts. Each executed counterpart will be deemed to be an original, and all of them, together, will constitute the same agreement. This Amendment will become effective as of its stated date of execution, when each party has signed a counterpart and all the executed counterparts have been delivered to Lender.

6.         WAIVER OF CLAIMS.     BORROWER HEREBY KNOWINGLY, VOLUNTARILY, IRREVOCABLY, AND INTENTIONALLY WAIVES AND RELEASES LENDER (AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, REPRESENTATIVES, AND AGENTS) FROM: (a) ALL CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION, WHETHER AT LAW OR IN EQUITY, THAT BORROWER EVER HAD, HAS NOW, OR MIGHT HAVE IN THE FUTURE, BY REASON OF ANY MATTER, CAUSE, OR THING WHATSOEVER ARISING BEFORE THE DATE AND TIME OF EXECUTION OF THIS AMENDMENT, WITH RESPECT TO: (i) ANY BREACH BY LENDER (OR AN OFFICER, DIRECTOR, SHAREHOLDER, REPRESENTATIVE, OR AGENT OF LENDER) OF ITS OBLIGATIONS OR PROMISES UNDER THE LOAN DOCUMENTS OR OTHERWISE; AND (ii) ANY ACTION OR INACTION BY LENDER (OR AN OFFICER, DIRECTOR, SHAREHOLDER, REPRESENTATIVE, OR AGENT OF LENDER) THAT IS ALLEGED TO HAVE HAD AN INJURIOUS EFFECT ON THE BUSINESS, OPERATION OR MANAGEMENT OF BORROWER; AND (b) ANY DEFENSE, COUNTERCLAIM, SETOFF, RIGHT OF RECOUPMENT OR ABATEMENT, OR OTHER CLAIM AGAINST LENDER (OR AN OFFICER, DIRECTOR, SHAREHOLDER, REPRESENTATIVE, OR AGENT OF LENDER) RELATING TO ANY MATTER, CAUSE, OR THING WHATSOEVER ARISING BEFORE THE DATE AND TIME OF EXECUTION OF THIS AMENDMENT.

7.        Ratification of Loan Documents.     The parties acknowledge that (except as expressly amended in this Amendment) the Loan Documents are unaffected, unchanged, and unimpaired and all such documents and agreements remain enforceable in accordance with their respective terms. Further, the parties ratify and confirm all their obligations under the Loan

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Documents, except as modified in this Amendment. Neither this Amendment nor any earlier waiver or amendment of any of the Loan Documents will constitute a novation or have the effect of discharging any liability or obligation evidenced or secured by the Loan Documents.

8.         Transaction Expenses; Taxes.     Borrower shall pay all costs and expenses of Lender (including filing fees, recording fees, document excise and intangible tax, and reasonable attorney’s fees and expenses) in connection with this Amendment and any related documents.

9.         Miscellaneous.     This Amendment contains the final, complete, and exclusive expression of the understanding of Borrower and Lender with respect to the obligations created under it and supersedes any prior or contemporaneous agreement, understanding, or representation, oral or written, by either of them. Except as expressly provided herein, this Amendment does not constitute a waiver of any rights of Lender or obligations of Borrower under the Loan Documents, and no waiver herein will constitute a continuing waiver or a waiver of any other or future rights or obligations. A waiver or modification of any provision of this Amendment is valid only if the waiver or modification is in writing and signed by each party. The titles and headings preceding the text of the sections of this Amendment have been inserted solely for convenience of reference and do not affect this Amendment’s meaning or effect. This Amendment is binding on each heir, assignee, and personal representative of the Borrower, and inures to the benefit of each assignee and successor of Lender. This Amendment is not assignable by Borrower, and any attempted assignment by Borrower will not be valid or effective against Lender. Lender may assign this Amendment, and its assignee will succeed to all the rights of Lender under it. Words of the neuter gender in this Amendment are to be construed to include words of the masculine and feminine genders. This Amendment is a Florida contract, and the parties intend that it is to be construed according to the laws of the State of Florida.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first written above.

FIRST UNION NATIONAL BANK,
a national banking association
By:	/s/ Timothy J. Coop
	Name:
	Title:

SUPERIOR UNIFORM GROUP, INC.,
a Florida corporation
By:	/s/ Andrew D. Demott, Jr.
	Andrew D. Demott, Jr.
	Vice President, Chief Financial Officer and Treasurer

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RENEWAL REVOLVING CREDIT NOTE

$15,000,000.00
	Month		Day		Year
		March		27,		2001
Superior Uniform Group, Inc.
10099 Seminole Boulevard
Seminole, Florida 33772-2539
(Hereinafter referred to as “Borrower”)
First Union National Bank
100 South Ashley Drive
Tampa, Florida 33602
(Hereinafter referred to as the “Bank”)

Borrower promises to pay to the order of Bank, in lawful money of the United States of America, at its office indicated above or wherever else Bank may specify, the sum of up to FIFTEEN MILLION and No/100 Dollars ($15,000,000.00) or such sum as may be advanced and outstanding from time to time, with interest on the unpaid principal balance at the rate and on the terms provided in this Renewal Revolving Credit Note (including all renewals, extensions or modifications hereof, this “Note”).

INTEREST RATE DEFINITIONS.

x LIBOR Market Index. LIBOR Market Index plus .60% per annum, as LIBOR Market Index may change from day to day (“LIBOR Market Index-Based Rate”). “LIBOR Market Index Rate”, for any day, is the rate per annum (rounded to the next higher 1/100 of 1%) for 1 month U.S. dollar deposits as reported on Telerate page 3750 as of 11:00 a.m., London time, on such day, or if such day is not a London business day, then the immediately preceding London business day (or if not so reported, then as determined by Bank from another recognized source or interbank quotation).

¨ Prime Rate. The rate of Bank’s Prime Rate plus         % as that rate may change from time to time with changes to occur on the date Bank’s Prime Rate changes (“Prime-Based Rate”). Bank’s Prime Rate shall be that rate announced by Bank from time to time as its prime rate and is one of several interest rate bases used by Bank. Bank lends at rates both above and below Bank’s Prime Rate, and Borrower acknowledges that Bank’s Prime Rate is not represented or intended to be the lowest or most favorable rate of interest offered by Bank.

INTEREST RATE TO BE APPLIED. Interest Rate. Interest shall accrue on the unpaid principal balance of each Advance (as defined herein) under this Note from the date such Advance is made available to the Borrower at the LIBOR Market Index Rate plus .60% as that rate may change from day to day in accord with changes in the LIBOR Market Index Rate to be adjusted monthly beginning April 26, 1999 (“Interest Rate”).

Default Rate. In addition to all other rights contained in this Note, if a Default (defined herein) occurs and as long as a Default continues, all outstanding Obligations in Bank’s discretion shall bear interest at the Bank’s Prime Rate plus 3% (“Default Rate”). The Default Rate shall also apply from acceleration until the Obligations or any judgment thereon is paid in full, except as otherwise required by law.

INTEREST COMPUTATION. (Actual/360). Interest shall be computed on the basis of a 360-day year for the actual number of days in the interest period (“Actual/360 Computation”). The Actual/360 Computation determines the annual effective interest yield by taking the stated (nominal) interest rate for a year’s period and then dividing said rate by 360 to determine the daily periodic rate to be applied for each day in the interest period. Application of the Actual/360 Computation produces an annualized effective interest rate exceeding that of the nominal rate.

REPAYMENT TERMS. This Note shall be due and payable in consecutive monthly payments of accrued interest only on the first Business Day of each month, until fully paid. All outstanding principal will be repaid in accordance with the Loan Agreement, as hereinafter defined, and, if Borrower subscribes to Bank’s cash management services and such services are applicable to this line of credit, the terms of such services. In any event, this Note shall be due and payable in full, including all principal and accrued interest, on March 26, 2004, the “Maturity Date” of this Note. Provided Borrower is not in default under this Note or under any of the “Loan Documents” (as hereinafter defined), Borrower shall have the right and option to extend the Maturity Date for an additional twelve month period (“Term Option”) upon and in accordance with the following terms and conditions: (a) Borrower shall give written notice to Bank at least 30 days prior to the Maturity Date of its intent to exercise the Term Option; (b) Borrower shall execute and deliver to Bank all documentation as reasonably required by Bank in connection with the Term Option; and (c) Borrower shall pay to Bank its reasonable attorneys’ fees in connection therewith.

In the event Borrower exercises the Term Option, the outstanding principal balance of this Note shall convert to a term loan and shall be due and payable in equal consecutive monthly installments of principal and interest in an amount determined by Bank which would allow the outstanding principal balance hereof to be repaid in twelve months, and shall be evidenced by, and Borrower hereby agrees to execute a note or other documentation reasonable required by Bank to evidence the same.

Notwithstanding any term to the contrary herein, or in any of the Other Agreements, Bank shall have the right to demand payment of the entire remaining balance of this Note if, at any time Borrower prepays the Term Loan in full or the Term Loan is terminated pursuant to the Loan Agreement or the Other Agreements.

As used herein, “Loan Documents” shall mean this Note, the Loan Agreement, the Notes and all Other Agreements.

RESCISSION OF PAYMENTS. If any payment received by Bank under this Note or the other Loan Documents is rescinded, avoided or for any reason returned by Bank because of any adverse claim or threatened action, the returned payment shall remain payable as an obligation of all Persons liable under this Note or the other Loan Documents as though such payment had not been made.

LOAN AGREEMENT; LOAN DOCUMENTS; OBLIGATIONS. This Note is subject to the terms and conditions of that certain Loan Agreement between Bank and Borrower dated March 26, 1999, as amended pursuant to the terms of that certain First Amendment to Loan Agreement and Revolving Credit Note dated as of October 16, 2000 by and between Borrower and Bank, and that certain Second Amendment to Loan Agreement and Other Documents dated as of the date hereof, by and between Borrower and Bank (as the same may be modified and amended from time to time, the “Loan Agreement”). All capitalized terms not otherwise defined herein shall have such meaning as assigned to them in the Loan Agreement. The term “Obligations” used in this Note refers to any and all indebtedness and other obligations under this Note, all other obligations as defined in the respective Loan Documents, and all obligations under any swap agreements as defined in 11 U.S.C. § 101 between Bank and Borrower whenever executed.

LATE CHARGE. If any payments are not timely made, Borrower shall also pay to Bank a late charge equal to 5% of each payment past due for 10 or more days. The Borrower acknowledges that the late charge imposed herein represents a reasonable estimate of the expenses of Bank incurred because of such lateness.

Acceptance by Bank of any late payment without an accompanying late charge shall not be deemed a waiver of Bank’s right to collect such late charge or to collect a late charge for any subsequent late payment received.

ATTORNEYS’ FEES AND OTHER COLLECTION COSTS. Borrower shall pay all of Bank’s reasonable expenses incurred to enforce or collect any of the Obligations, including, without limitation, reasonable arbitration, paralegals’, attorneys’ and experts’ fees and expenses, whether incurred without the commencement of a suit, in any trial, arbitration, or administrative proceeding, or in any appellate or bankruptcy proceeding.

USURY. Regardless of any other provision of this Note or other Loan Documents, if for any reason the effective interest should exceed the maximum lawful interest, the effective interest shall be deemed reduced to, and shall be, such maximum lawful interest, and (i) the amount which would be excessive interest shall be deemed applied to the reduction of the principal balance of this Note and not to the payment of interest, and (ii) if the loan evidenced by this Note has been or is thereby paid in full, the excess shall be returned to the party paying same, such application to the principal balance of this Note or the refunding of excess to be a complete settlement and acquittance thereof.

EVENTS OF DEFAULT. An “Event of Default” shall exist if any one or more of the following events shall occur (individually, an “Event of Default,” and collectively, “Events of Default”): Nonpayment; Nonperformance. The failure of timely payment or performance of the Obligations under this Note. Event of Default Under Other Loan Documents. The occurrence of any Event of Default under any of the other Loan Documents.

REMEDIES UPON EVENT OF DEFAULT. Upon the occurrence of an Event of Default, Bank may at any time thereafter, take the following actions: Bank Lien and Set-off. Exercise its right of set-off or to foreclose its security interest or lien against any deposit account of any nature or maturity of Borrower with Bank without notice. Acceleration Upon Default. Accelerate the maturity of this Note and all other Obligations, and all of the Obligations shall be immediately due and payable. Cumulative. Exercise any rights and remedies as provided under the Note and other Loan Documents, or as provided by law or equity.

REVOLVING CREDIT ADVANCES. This is a revolving credit note. Borrower may borrow, repay and reborrow, and Bank may advance and readvance under this Note respectively from time to time (each an “Advance” and together the “Advances”), so long as the total indebtedness outstanding at any one time does not exceed the principal amount stated on the face of this Note. Bank’s obligation to advance or readvance under this Note shall terminate if a Default exists.

WAIVERS AND AMENDMENTS. No waivers, amendments or modifications of this Note and other Loan Documents shall be valid unless in writing and signed by an officer of Bank. No waiver by Bank of any Event of Default shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion. Neither the failure nor any delay on the part of Bank in exercising any right, power, or remedy under this Note and other Loan Documents shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

Each Borrower or any other Person liable under this Note waives presentment, protest, notice of dishonor, demand for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale and all other notices of any kind. Further, each agrees that Bank may extend, modify or renew this Note or make a novation of the loan evidenced by this Note for any period and grant any releases, compromises or indulgences with respect to any collateral securing this Note, or with respect to any Borrower or any Person liable under this Note or other Loan Documents, all without notice to or consent of any Borrower or any Person who may be liable under this Note or other Loan Documents and without affecting the liability of Borrower or any Person who may be liable under this Note or other Loan Documents.

MISCELLANEOUS PROVISIONS. Assignment. This Note and other Loan Documents shall inure to the benefit of and be binding upon the parties and their respective heirs, legal representatives, successors and assigns. Bank’s interests in and rights under this Note and other Loan Documents are freely assignable, in whole or in part, by Bank. Borrower shall not assign its rights and interest hereunder without the prior written consent of Bank, and any attempt by Borrower to assign without Bank’s prior written consent is null and void. Any assignment shall not release Borrower from the Obligations. Applicable Law; Conflict Between Documents. This Note and other Loan Documents shall be governed by and construed under the laws of the state where Bank first shown above is located as shown in the heading of this Note without regard to that state’s conflict of laws principles. If the terms of this Note should conflict with the terms of the Loan Agreement, the terms of the Loan Agreement shall control. Severability. If any provision of this Note or of the other Loan Documents shall be prohibited or invalid under applicable law, such provision shall be ineffective but only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note or other such document. Plural; Captions. All references in the Loan Documents to Borrower, Guarantor, Person, document or other nouns of reference mean both the singular and plural form, as the case may be. The captions contained in the Loan Documents are inserted for convenience only and shall not affect the meaning or interpretation of the Loan Documents. Binding Contract. Borrower by execution of and Bank by acceptance of this Note agree that each party is bound to all terms and provisions of this Note. Entirety. This Note and the other Loan Documents delivered in connection herewith and therewith embody the entire agreement between the parties and supersede all prior agreements and understandings relating to the subject matter hereof and thereof. Advances. Bank in its sole discretion may make other advances and readvances under this Note pursuant hereto. Posting of Payments. All payments received during normal banking hours after 2:00 p.m. local time at the office of Bank first shown above shall be deemed received at the opening of the next banking day. Unless otherwise permitted by Bank, any repayments of this Note, other than immediately available U.S. currency, will not be credited to the outstanding loan balance until Bank receives collected funds. Joint and Several Obligations. Each Borrower is jointly and severally obligated under this Note. Fees and Taxes. Borrower shall promptly pay all documentary, intangible recordation and/or similar taxes on this transaction whether assessed at closing or arising from time to time, together with any interest and/or penalties relating thereto. Business Purpose. Borrower represents that the loan evidenced hereby is being obtained for business purposes.

ARBITRATION. All parties to this Note agree as follows:

(a)         Upon demand of any party hereto, whether made before or after institution of any judicial proceeding, any claim or controversy arising out of, or relating to this Note between the parties hereto (“Dispute”) shall be resolved by binding arbitration conducted under and governed by the Commercial Finance Disputes Arbitration Rules (“Arbitration Rules”) of the American Arbitration Association (“AAA”) and the Federal Arbitration Act. Disputes may include, without limitation, tort claims, counterclaims, disputes as to whether a matter is subject to arbitration, claims brought as class actions, or claims arising from documents executed in the future. A judgment upon the award may be entered in any court having jurisdiction. Notwithstanding the foregoing, this arbitration provision does not apply to disputes under or related to swap agreements.

(b)         All arbitration hearings shall be conducted in the city in which the office of Bank is located. A hearing shall begin within 90 days of demand for arbitration, and all hearings shall be concluded within 120 days of demand for arbitration. These time limitations may not be extended unless a party shows cause for extension and then for no more than a total of 60 days. The expedited procedures set forth in Rule 51 et seq. of the Arbitration Rules shall be applicable to claims of less than $1,000,000.00. Arbitrators shall be licensed attorneys selected from the Commercial Financial Dispute Arbitration Panel of the AAA. The parties do not waive applicable Federal or state substantive law except as provided herein.

(c)         All parties agree to preserve, without diminution, certain remedies that any party may exercise before or after an arbitration proceeding is brought. The parties shall have the right to proceed in any court of proper jurisdiction or by self-help to exercise or prosecute the following remedies as applicable: (i) all rights to foreclose against any real or personal property or other security by exercising a power of sale or under applicable law by judicial foreclosure including a proceeding to confirm the sale; (ii) all rights of self-help including peaceful occupation of real property and collection of rents, set-off, and peaceful possession of personal property; (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration,

garnishment, attachment, appointment of receiver and filing an involuntary bankruptcy proceeding; and (iv) when applicable, a judgment by confession of judgment. Any claim or controversy with regard to any party’s entitlement to such remedies is a Dispute. Each party agrees that it shall not have a remedy of punitive or exemplary damages against the other in any Dispute and hereby waive any right or claim to punitive or exemplary damages they have now or which may arise in the future in connection with any Dispute, whether the Dispute is resolved by arbitration or judicially.

(d)         Each party agrees that it shall not have a remedy of punitive or exemplary damages against the other in any Dispute and hereby waive any right or claim to punitive or exemplary damages they have now or which may arise in the future in connection with any Dispute, whether the Dispute is resolved by arbitration or judicially.

IN WITNESS WHEREOF, Borrower, as of the day and year first above written, has caused this Note to be executed under seal.

SUPERIOR UNIFORM GROUP, INC., a Florida corporation
By:	/s/ Andrew D.Demott, Jr.
	Andrew D. Demott, Jr.
	Vice President, Chief Financial Officer and Treasurer

[CORPORATE SEAL]

STATE OF                     

COUNTY OF                 

The foregoing instrument was acknowledged before me this         day of March, 2001, by Andrew D. Demott, Jr., as Vice President, Chief Financial Officer and Treasurer of Superior Uniform Group, Inc., a Florida corporation, on behalf of the corporation. He is personally known to me or has produced              (state) driver’s license as identification.

My Commission Expires:
	Notary Public (Signature)
(AFFIX NOTARY SEAL)
	(Printed Name)
	Notary Public, State of

EX-4.4

Exhibit 4.4

AMENDED AND RESTATED LOAN AGREEMENT

This AMENDED AND RESTATED LOAN AGREEMENT (“Agreement”) is made as of the April 27, 2004, by and between WACHOVIA BANK, NATIONAL ASSOCIATION, formerly known as FIRST UNION NATIONAL BANK, (“Lender”) whose address is 10 South Jefferson Street – VA7391, Roanoke, Virginia 24011, and SUPERIOR UNIFORM GROUP, INC., a Florida corporation, (together with all Subsidiaries, as hereinafter defined, and all Affiliates, as hereinafter defined, (“Borrower”), with its principal executive offices located at, and having a mailing address of, 10055 Seminole Boulevard, Seminole, Florida 33772. This Amended and Restated Loan Agreement amends, supercedes, and restates in its entirety that certain Loan Agreement entered into by and between Lender and Borrower dated as of March 26, 1999, as amended by that certain First Amendment to Loan Agreement and Revolving Credit Note dated as of October 16, 2000, and as amended by that certain Second Amendment to Loan Agreement and Other Loan Documents dated as of March 27, 2001.

WITNESSETH:

WHEREAS, Borrower desires to borrow from Lender, and Lender is willing to make a loan or loans to Borrower, upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the terms and conditions contained herein, and of any extension of credit heretofore, now or hereafter made by Lender to Borrower, the parties hereto, intending to be legally bound, hereby agree as follows:

1. GENERAL DEFINITIONS

1.1.     Definitions.     When used herein, the following terms shall have the following meanings:

Affiliate:    as defined in 11 U.S.C. Section 101, except that the term “debtor” therein shall be replaced by the term “Borrower”.

Agreement:    this Amended and Restated Loan Agreement, together with any and all amendments, modifications, extensions, substitutions and renewals hereof.

Closing Date:    the date on which this Agreement is accepted by Lender as evidenced by its due execution hereof whether or not any loans or advances are made pursuant to this Agreement on such date.

Confirmation:    with respect to a Hedge Agreement, one or more documents exchanged between the parties which, taken together, confirm all of the terms of such Hedge Agreement.

Coverage Ratio:    as defined in Section 7.1(c).

Default:    an event or condition which. with notice, lapse of time or the happening of any further condition, event or act, or any combination of the foregoing, would constitute an Event of Default.

ERISA:    the Employee Retirement Income Security Act of 1974, as amended to the date hereof and from time to time hereafter, and any successor statute.

Event of Default:    as defined in Section 8.1.

Financials:    the audited financial statements of Borrower for the period ended December 31, 2003, including without limitation, a balance sheet, profit and loss statement and statement of cash flows, with supporting schedules. The audited financial statements of Borrower have been certified by DeLoitte & Touche, LLP as having been prepared in accordance with generally accepted accounting principles applied on a consistent basis and fairly representing the assets, liabilities, and financial condition and results of operations of Borrower, without qualification.

Hedge Agreement:    that certain ISDA Master Swap Agreement, together with the Schedule thereto and the Confirmation delivered in connection therewith, each executed by and between Borrower and Lender on or about February 23, 1999, and all extensions, modifications, supplements and replacements thereof or thereto.

Indebtedness:    all of Borrower’s liabilities, obligations and indebtedness to Lender of any and every kind and nature (including, without limitation, principal, interest, charges, expenses, attorneys’ fees and other sums chargeable to Borrower by Lender and future advances made to or for the benefit of Borrower), arising under this Agreement, under the Hedge Agreement or under any of the Other Agreements, whether heretofore, now or hereafter owing, arising, due or payable from Borrower to Lender, including obligations of performance.

Liabilities:    all liabilities, obligations and indebtedness of any and every kind and nature (including, without limitation, liabilities, obligations and indebtedness to trade creditors) whether heretofore, now or hereafter owing, arising, due or payable from Borrower or any Subsidiary to any Person and howsoever evidenced, created, incurred, acquired or owing, whether primary, secondary, direct, contingent, fixed, matured, liquidated or otherwise. Without in any way limiting the generality of the foregoing, Liabilities specifically includes

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(i) all indebtedness guaranteed, directly or indirectly, in any manner, or endorsed (other than for collection or deposit in the ordinary course of business) or discounted with recourse; (ii) all obligations or liabilities of any Person that are secured by any Lien upon property owned by Borrower or a Subsidiary, even though Borrower or such Subsidiary has not assumed or become liable for the payment thereof; (iii) all obligations or liabilities created or arising under any lease of real or personal property or conditional sale or other title retention agreement with respect to property used or acquired by Borrower or a Subsidiary. even though the rights and remedies of the lessor, seller or lender thereunder are limited to repossession of such property; (iv) all unfunded pension fund obligations and liabilities; and (v) deferred taxes.

Lien:    any mortgage, pledge, security interest, encumbrance, lien, charge or claim upon property of any kind, whether or not voluntarily given (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any lease in the nature thereof, and the filing of, or agreement to give, any financing statement under the Uniform Commercial Code of any jurisdiction).

Minimum Tangible Net Worth:    as defined in Section 7.1(d).

Notes:    collectively, the Term Promissory Note and the Revolving Credit Note, together with any and all amendments, modifications, extensions, substitutions and renewals thereof.

Other Agreements:    all agreements, instruments and documents, including, without limitation, the Notes, and any other notes, guarantees, mortgages, deeds of trust, chattel mortgages, pledges, powers of attorney, consents, assignments, contracts, notices, security agreements, leases, financing statements, subordination agreements, trust account agreements and all other written matter whether heretofore, now or hereafter executed by or on behalf of Borrower with respect to, or in connection with, this Agreement, together with any and all amendments, modifications, extensions, substitutions and renewals thereof.

Person:    any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, institution, entity, party or government (whether national, federal, state, county, city, municipal or otherwise, including, without limitation, any instrumentality, division, agency, body or department thereof).

Plan:    any employee benefit plan of Borrower or any Subsidiary, as defined in Section 3(3) of ERISA, including, without limitation, any multi-employer plan or any employee welfare benefit plan which is maintained or has been maintained pursuant to a collective bargaining agreement to which two or

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more unrelated employers contribute and in respect of which Borrower or any Subsidiary is an “employer” as defined in Section 3(5) of ERISA.

Revolving Credit Loan:    as defined in Section 2.1.

Revolving Credit Loan Maturity Date:    June 30, 2007.

Revolving Credit Note:    that certain Renewal Revolving Line of Credit Note in the maximum principal amount of $15,000,000.00 dated of even date herewith, made by Borrower payable to the order of Lender, together with any and all amendments, modifications, extensions, substitutions and renewals thereof.

Subsidiary:    any corporation of which more than 50% of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned by Borrower and/or one or more Subsidiaries.

Term Loan:    as defined in Section 3.1.

Term Loan Maturity Date:    April 1, 2009.

Term Promissory Note:    that certain Term Promissory Note in the principal amount of $12,000,000.00 dated March 26, 1999, made by Borrower payable to the order of Lender, together with any and all amendments, modifications, extensions, substitutions and renewals thereof.

Total Liabilities:    all Liabilities of Borrower, including capitalized leases and all reserves for deferred taxes and other deferred sums appearing on the liabilities side of a balance sheet, but excluding debt fully subordinated to Lender on terms and conditions acceptable to Lender.

1.2.         Other Terms.     Any accounting terms used in this Agreement which are not specifically defined shall have the meanings customarily given them in accordance with generally accepted accounting principles.

2. REVOLVING CREDIT FACILITY

2.1.         Revolving Credit Facility; Maximum Amount; Use of Proceeds; Advance Period.     Subject to the terms and conditions hereof, and in reliance on the representations and warranties herein set forth and in the Financials heretofore delivered to Lender, Lender agrees to make available for Borrower’s use a revolving credit facility (“Revolving Credit Facility”) pursuant to which Lender shall from time to time make advances to Borrower, on a revolving basis

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(“Revolving Credit Loan”). The aggregate principal amount of the Revolving Credit Loan at any one time outstanding shall not exceed FIFTEEN MILLION AND NO/100 Dollars ($15,000,000.00). The Revolving Credit Loan shall be used by Borrower only for general working capital and corporate purposes (to include possible asset purchases), and the issuance of trade letters of credit and standby letters of credit, all of which must be legal and proper corporate purposes and consistent with all applicable laws and statutes. Lender’s obligation to make the Revolving Credit Loan shall be in effect beginning on the date hereof and shall continue until the Revolving Credit Loan Maturity Date (“Revolving Credit Facility Term”).

2.2.         Revolving Credit Note.     The Revolving Credit Loan shall be evidenced by the Revolving Credit Note.

2.3.         General Interest Rate.     The Revolving Credit Loan shall bear interest on the average daily outstanding balance of principal at the rate specified in the Revolving Credit Note.

2.4.         Payment of Revolving Credit Loan.     The Revolving Credit Loan and interest accrued thereon shall be due and payable as follows:

(a)         interest accrued on the Revolving Credit Loan through the last calendar day of each month shall be due and payable in full on the first Business Day of the following month;

(b)         to the extent not otherwise payable pursuant to this Agreement and the Revolving Credit Note, the principal amount of the Revolving Credit Loan shall be due and payable in full on the Revolving Credit Loan Maturity Date; and

(c)         notwithstanding any term to the contrary herein or in any of the Other Agreements, upon the occurrence of an Event of Default, Lender shall have the right at any time to demand immediate payment of the entire Indebtedness relating to the Revolving Credit Facility.

2.5.         Other Limitations.     Lender shall have no obligation to make advances under the Revolving Credit Loan if at the time there exists a Default or Event of Default, or if after the giving thereof, the limit on advances would be exceeded, or after termination of this Agreement.

2.6.         Letters of Credit.     Any letter of credit obtained with proceeds of the Revolving Credit Loan must expire on or before the Revolving Credit Loan Maturity Date.

2.7.         Fee for Unused Availability.     In addition to all other amounts due to Lender, there shall be due and payable an unused fee equal to 0.15%

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per annum (15 basis points), billed quarterly in arrears, beginning June 1, 2004 and continuing on the first Business Day of each and every calendar quarter thereafter on the average daily balance on the unused balance available of the $15,000,0000.00 principal on the Revolving Credit Loan.

2.8.         Term Option.     Provided no Event of Default hereunder has occurred and is continuing, Borrower shall have the right and option to extend the Revolving Credit Loan Maturity Date for an additional twelve month period (“Term Option”) upon and in accordance with the following terms and conditions: (a) Borrower shall give written notice to Lender at least 30 days prior to the Revolving Credit Loan Maturity Date of its intent to exercise the Term Option; (b) Borrower and any guarantor shall execute and deliver to Lender all documentation as reasonably required by Lender in connection with the Term Option; and (c) Borrower shall pay to Lender its reasonable attorneys’ fees and costs in connection therewith. In the event Borrower exercises the Term Option, the outstanding principal balance of the Revolving Credit Note shall convert to a term loan and shall be due and payable in equal consecutive monthly installments of principal and interest in an amount determined by Lender which would allow the outstanding principal balance thereof to be repaid in twelve months, and shall be evidenced by, and Borrower hereby agrees to execute, a note or other documentation reasonably required by Lender to evidence the same.

3. TERM LOAN

3.1.         Term Loan; Maximum Amount; Use of Proceeds.     Lender has, subject to the terms and conditions hereof and in reliance on the representations and warranties set forth herein, and in the Financials heretofore delivered to Lender, made a term loan to Borrower in the principal amount of TWELVE MILLION AND NO/ 100 DOLLARS ($12,000,000.00) (“Term Loan”) as evidenced by the Term Note. The proceeds of the Term Loan shall be used by Borrower to fund asset acquisitions and to refinance existing debt.

3.2.         Term Note.     The Term Loan is evidenced by the Term Promissory Note.

3.3.         General Interest Rate.     The Term Loan shall bear interest on the daily outstanding balance of principal at the rate specified in the Term Promissory Note.

3.4.         Payment of Term Loan.     The Term Loan and interest accrued thereon shall be due and payable as follows:

(a)         the principal amount of the Term Loan, in the amounts set forth on the Amortization Schedule attached as Schedule 1 hereto and hereby made a part hereof, together with interest accrued thereon, shall be

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due and payable on the dates set forth on such Amortization Schedule, with a final payment of all outstanding principal and interest due and payable in full on the Term Loan Maturity Date; and

(b)         notwithstanding any term herein to the contrary or any term of any Other Agreements, upon the occurrence of an Event of Default, Lender shall have the right to demand immediate payment of the entire Indebtedness relating to the Term Loan.

4. CONDITIONS PRECEDENT

4.1.         Conditions Precedent to Advances.     Notwithstanding any other provision of this Agreement or the Other Agreements and without affecting in any manner the rights of Lender under this Agreement, it is understood and agreed that Lender shall have no obligation to make any advance under this Agreement unless and until the following conditions have been, and continue to be, satisfied, all in form and substance reasonably satisfactory to Lender and its counsel:

(a)         Lender shall have received, on or prior to the Closing Date unless otherwise indicated, the following documents:

(i)         the Notes, duly executed and delivered;

(ii)         evidence of the qualification and good standing of Borrower in each state in which it is required to be qualified to do business except where its failure to qualify or its lack of good standing would not have a material. adverse affect on Borrower or its ability to conduct its business as currently conducted;

(iii)         certified copies of the resolutions of the Board of Directors of Borrower (a) authorizing the Loans and the Hedge Agreement, and (b) authorizing execution and delivery of this Agreement and the Other Agreements by officers of the Borrower;

(iv)         certificates of the secretary of the Borrower certifying to the Lender the names of its officers, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws;

(v)         an opinion of Borrower’s counsel, duly executed and delivered; and

(vi)         the Other Agreements, duly executed and delivered;

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(b)         Borrower shall have executed and delivered such additional documents and instruments as have been requested by Lender;

(c)         the representations and warranties contained herein shall be true on and as of the Closing Date, and there shall exist on the Closing Date no Default or Event of Default;

(d)         the advances on the terms and conditions herein provided (including the use by Borrower of the proceeds of the advances) shall not violate any applicable law or governmental regulation (including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System) and shall not subject Lender to tax (other than income and franchise taxes) and Lender shall have received such certificates or other evidence as Lender may reasonably request to establish compliance with this condition; and

(e)         all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be in substance and form reasonably satisfactory to Lender and its counsel, and Lender and its counsel shall have received all such counterpart originals or certified or other copies of such documents as Lender or its counsel may reasonably request.

5. DEFAULT RATE; MAXIMUM RATE; OTHER PAYMENT TERMS.

5.1.         Default Rate.     Upon any Event of Default, and continuing until the Event of Default is cured, the outstanding principal of the Loan and all other Indebtedness shall bear interest at the Lender’s Prime Rate plus three percent (3.0%), payable on demand, which rate shall apply as well before as after judgment is entered on the Notes.

5.2.         Maximum Interest Rate.     In no contingency or event whatsoever shall the interest rate charged pursuant to the terms of this Agreement exceed the highest rate permissible under applicable state and federal law. In the event that Lender has received interest hereunder in excess of the highest allowed rate, Lender shall promptly refund such excess interest to Borrower.

5.3.         Payments.     All payments to Lender shall be payable at Lender’s address set forth in Section 9.9 hereof or at such other place or places as Lender may designate from time to time in writing to Borrower.

5.4.         Costs, Fees and Expenses.     Costs, fees, expenses and all other payments due Lender for which a due date is not expressed pursuant to this Agreement and the Other Agreements shall be payable within two (2) Business Days after demand.

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5.5.         Prepayment.     The principal amount of the Term Loan may be prepaid in whole or in part at any time provided that Borrower pays Lender such additional amounts deemed necessary by Lender to compensate Lender for all losses, costs and expenses incurred by Lender, including, without limitation, the amount which Borrower is obligated to pay Lender under the Hedge Agreement and all other agreements between Lender and Borrower.

5.6.         Rights of Set Off.     Borrower hereby grants to Lender the right to set off against the Indebtedness any funds of Borrower on deposit with Lender, which right may be exercised by Lender at any time following an Event of Default.

6. WARRANTIES AND REPRESENTATIONS

6.1.    General Warranties and Representations.    Borrower warrants and represents that:

(a)    Borrower is a corporation which is duly organized, validly existing and in good standing under the laws of the State of Florida and is qualified to do business and is in good standing in all other places where it is required to be so qualified except where its failure to qualify would not have a material, adverse affect on Borrower or its ability to conduct its business as currently conducted;

(b)    Borrower is not a party to any contract or agreement or subject to any charge, corporate restriction, judgment, decree or order having a material adverse effect, taken as a whole, on its business, property. assets, operations or condition, financial or otherwise, or is a party to any labor dispute which would have a material adverse effect on the financial condition of Borrower;

(c)    Borrower is not in violation of any applicable statute, regulation or ordinance of any governmental authorities or of any applicable order, writ, injunction or decree or any court or any Federal, state, municipal or other governmental authority, which would in any respect adversely affect its business;

(d)    Borrower has not received notice to the effect that it is not in full compliance with any of the requirements of ERISA, and the regulations promulgated thereunder and, to the best of its knowledge, there exists no event described in Section 4043(3) thereof (“Reportable Event”);

(e)    Borrower’s books and records, including, without limitation, computer programs, printouts and other computer materials and

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records are at the locations identified on Schedule 2 attached hereto and hereby made a part hereof;

(f)         the address specified in Section 9.9 is Borrower’s chief executive office and principal place of business;

(g)         Borrower has the right and power and is duly authorized and empowered to enter into, execute, deliver and perform this Agreement and the Other Agreements to which it is a party, and the officers executing and delivering this Agreement and such Other Agreements on behalf of Borrower are duly authorized and empowered to do so;

(h)         the execution, delivery and performance by Borrower of this Agreement and the Other Agreements will not constitute a violation of any applicable law or a breach of any provision contained in Borrower’s Articles of Incorporation or By-Laws or contained in any agreement, instrument or document to which Borrower is now a party or by which Borrower is bound;

(i)         this Agreement and the Other Agreements are legal, valid and binding obligations of Borrower, enforceable in accordance with their respective terms;

(j)         Borrower has, and is current and in good standing with respect to, all governmental approvals, permits, certificates, inspections, consents and franchises necessary to continue to conduct its business as heretofore conducted and to own or lease and operate the assets now owned or leased by it; and no authorization, consent or approval of any federal, state, municipal or other governmental regulatory authority is required in connection with either the execution and delivery by Borrower of this Agreement, the Notes or the Other Agreements to which Borrower is a party, or the performance of its obligations thereunder; and

(k)         the Financials were prepared in accordance with generally accepted accounting principles and present fairly the assets, liabilities and financial condition and results of operations of Borrower at, and as of, the date thereof; there has been no material and adverse change in the liabilities or financial condition of Borrower since the date of the Financials; and there is no material litigation or bankruptcy or governmental actions or proceedings which are pending, or to the best of Borrower’s knowledge, threatened, against Borrower which might result in any material, adverse change in Borrower’s financial condition.

6.2.         Survival of Warranties and Representations.     All representations and warranties of Borrower contained in this Agreement and the Other Agreements shall survive the execution, delivery and acceptance thereof

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by the parties thereto and the closing of the transactions described therein or related thereto.

7. COVENANTS AND CONTINUING AGREEMENTS

7.1.         Affirmative Covenants.     Borrower shall:

(a)         prepare financial statements and cause to be furnished to Lender the following:

(i)         within ninety (90) days after the close of each fiscal year of Borrower, audited financial statements reflecting its operations during such fiscal year, including, without limitation, a balance sheet, profit and loss statement and statement of cash flows, all with supporting schedules, all on a consolidated and consolidating basis and in reasonable detail; and

(ii)         quarterly financial statements, including, without limitation, a balance sheet, profit and loss statement and statement of cash flows, with supporting schedules, as soon as available and in any event within forty-five (45) days after the close of each such period, all in reasonable detail and prepared in conformity in all material respects with that of the preceding year, which statements shall be certified as to their correctness by a principal financial officer of Borrower; and

(iii)         copies of all filings with the Securities and Exchange Commission, including but not limited to 10-Q and 10-K reports, in the same manner and time frame as required by the Securities and Exchange Commission; and

(iv)         Subject to the provisions of Section 9.14, such other data and information (financial and otherwise) as Lender, from time to time, may reasonably request, bearing upon or related to Borrower’s financial condition or results of operations or income.

(b)         within forty-five (45) days after the close of each quarter, submit to Lender a certificate of compliance executed by an authorized officer of Borrower certifying that the Borrower is in full compliance with all terms and conditions of this Agreement and the Other Agreements.

(c)         maintain a “Coverage Ratio” of not less than 2.50 to 1.00, calculated at Borrower’s fiscal year end and quarterly on the last day of each fiscal quarter, on a rolling four quarters basis. For purposes hereof, “Coverage Ratio” shall mean the sum of earnings before interest, taxes, depreciation, and amortization (EBITDA) divided by the sum of current maturities of long term debt and capital leases plus interest expense; if the Borrower acquires substantially all assets or stock of a previously unrelated business entity,

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Borrower may utilize the historical income statement of the acquired entity in calculating the Coverage Ratio as if the acquired entity had been merged into Borrower for the prior four quarters; and, if the Coverage Ratio is calculated inclusive of a merged entity historical income statement, the calculation of the ratio and the historical financial information of the acquired/merged entity must be presented in form and content acceptable to Lender.

(d)         maintain a “Minimum Tangible Net Worth” of not less than $75,000,000.00 as of December 31, 2003, increasing by fifty percent (50%) of Borrower’s net income (to the extent positive) annually thereafter, less the aggregate price paid by Borrower to purchase treasury stock of Borrower after December 31, 2003. Borrower shall be permitted to purchase and retire up to $5,000,000.00 in the aggregate for treasury stock of Borrower acquired after December 31, 2003. “Tangible Net Worth” shall mean total assets excluding assets owed to Borrower from an officer, an Affiliate or a Subsidiary, and excluding the aggregate amount of Borrower’s goodwill, franchises, licenses, patents, trademarks, trade names, copyrights, service marks, brand names, and other intangible assets) minus Total Liabilities.

(e)         at all times, maintain a ratio of Total Liabilities to Tangible Net Worth of not more than 1.00 to 1.00.

(f)         notify Lender immediately upon its formation of any subsidiaries, which subsidiaries shall execute any and all documents required by Lender, in its sole discretion, necessary to add them as guarantors of the Indebtedness.

(g)         maintain a demand deposit account with Lender.

(h)         pay in full immediately any draw made by Borrower on any letter of credit.

(i)         maintain insurance on all of its assets in the full insurable value thereof and with insurers acceptable to Lender; and

(j)         Borrower shall cause any Subsidiary or Affiliate that is more than 50% owned by Borrower to execute a guaranty of the Indebtedness in form and substance satisfactory to Lender.

7.2.         Negative Covenants.     Without Lender’s prior written consent, Borrower shall not:

(a)         create, assume, or permit to exist any mortgage, security deed, deed of trust, pledge, lien, charge or other encumbrance on any of its assets, whether now owned or hereafter acquired, other than (i) liens for

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taxes contested in good faith, or (ii) liens accruing by law for employee benefits, or (iii) liens identified on Schedule 3 attached hereto;

(b)        guarantee or otherwise become responsible for obligations of any other person or entity in an amount in excess of $1,000,000.00 per fiscal year;

(c)        merge or consolidate with any Person or acquire all or substantially all of the assets of, or 50% or more of any class of equity interest of, any Person, or sell, lease, assign or otherwise dispose of a substantial portion of its assets (other than sales of obsolete or worn-out equipment and sales of inventory in the ordinary course of business), or sell or otherwise dispose of stock of any Subsidiary provided that Borrower may merge with (so long as the Borrower is the survivor of such merger or the current shareholders of Borrower continue to own a majority of the voting stock of the survivor), or acquire all or substantially all the assets of, a corporation or other entity as part of an acquisition of a business which is in the same line of business as the Borrower (so long as it is not a hostile takeover) if the aggregate consideration does not exceed 35% of Borrower’s net worth;

(d)        in no event shall Borrower declare or pay a dividend if there shall exist an Event of Default or a condition which, upon the giving of notice or lapse of time or both, would become an Event of Default under this Agreement or the Other Agreements; or

(e)        change its fiscal year.

7.3.        Unfunded ERISA Liabilities.    Borrower shall, and shall cause each Subsidiary to, (i) keep in full force and effect any and all Plans (other than multi-employer Plans) and shall not withdraw from any multi-employer Plans, which may, from time to time, come into existence under ERISA, unless such Plans can be terminated or such withdrawal can be effected without liability to Borrower or such Subsidiary in connection with such termination or withdrawal; (ii) make its contributions to all of the Plans in a timely manner and in a sufficient amount to comply with the requirements of ERISA; (iii) comply with all material requirements of ERISA which relate to Plans (including without limitation the minimum funding requirements of Section 302 of ERISA); (iv) notify Lender promptly upon receipt by Borrower or such Subsidiary of the institution of any proceeding or other action which may result in the termination of any Plans; (v) notify Lender in writing (x) promptly upon the occurrence of any Reportable Event other than a termination, partial termination or merger of a Plan or a transfer of a Plan’s assets, and (y) prior to any termination, partial termination or merger of a Plan or a transfer of a Plan’s assets.

7.4.        Insurance; Payment of Premiums.    Borrower shall maintain insurance with financially sound and reputable insurers in such amounts and

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against such liabilities and hazards as customarily is maintained by other companies operating similar businesses and, in any event, in an amount satisfactory to Lender.

7.5.        Survival of Obligations Upon Termination of Agreement.    No termination (regardless of cause or procedure) of this Agreement or the Other Agreements shall in any way affect or impair the powers, obligations, duties, rights and liabilities of Borrower or Lender relating to (i) any transaction or event occurring, or matter existing, prior to such termination, (ii) any undertaking, agreement, covenant, warranty or representation of Borrower or Lender with respect to such transaction, event or matter.

7.6.        Deposit Account.    Lender may credit any advance of the Revolving Credit Loan into the demand deposit account maintained by Borrower with Lender, and Lender may debit such account for any amounts due to Lender.

8. EVENTS OF DEFAULT: RIGHTS AND REMEDIES ON DEFAULT

8.1.        Events of Default.    The occurrence of any one or more of the following events shall constitute an “Event of Default”:

(a)        Borrower fails to pay all or any portion of the Indebtedness within five (5) Business Days after due and payable;

(b)        Borrower, in the reasonable discretion of Lender, fails to perform, keep or observe any other material term, provision, condition, covenant, warranty or representation contained in this Agreement or in any of the Other Agreements, which is required to be performed, kept or observed by Borrower;

(c)        a default shall occur under any other agreement, document or instrument, other than this Agreement or the Other Agreements, to which Borrower is a party, if such default is in the performance of an obligation to pay money or if the default would, in Lender’s judgment, have a material adverse effect on Borrower’s business or Borrower’s ability to repay the Indebtedness;

(d)        any representation, warranty, statement, report, financial statement or certificate made or delivered by Borrower or any of its officers, employees or agents, to Lender is not true and correct in any material respect;

(e)        any of Borrower’s or any Subsidiary’s assets are attached, seized, levied upon, or subjected to, a writ or distress warrant, or come within the possession of any receiver, trustee, custodian or assignee for

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the benefit of creditors, which is not discharged within thirty (30) days of commencement; or an application is made by any Person other than Borrower or a Subsidiary for the appointment of a receiver, trustee or custodian for any of Borrower’s or any Subsidiary’s assets and such application is not discharged within thirty (30) days;

(f)        an application is made by Borrower or a Subsidiary for the appointment of a receiver, trustee or custodian for any of Borrower’s or any Subsidiary’s assets; a petition under any section or chapter of the Bankruptcy Code or any similar law or regulation shall be filed by Borrower or a Subsidiary; or Borrower or a Subsidiary makes an assignment for the benefit of its creditors or any case or proceeding is filed by Borrower or a Subsidiary for its dissolution, liquidation or termination and such case or proceeding is not discharged within thirty (30) days;

(g)        Borrower or a Subsidiary ceases to conduct its business as now conducted or is enjoined, restrained or in any way prevented by court order from conducting all or any material part of its business affairs; or a petition under any section or chapter of the Bankruptcy Code or any similar law or regulation is filed against Borrower or a Subsidiary for its dissolution or liquidation and such petition is not discharged within thirty (30) days;

(h)        a notice of lien, levy or assessment is filed of record with respect to all or any of Borrower’s or any Subsidiary’s assets by the United States government, or any department, agency or instrumentality thereof, or by any state, county, municipal or other governmental agency, or if any taxes or debts owing at any time or times hereafter to any one of these becomes a Lien upon any of the Borrower’s or any Subsidiary’s assets other than inchoate liens;

(i)        Borrower or a Subsidiary becomes insolvent or admits in writing its inability to pay its debts as they mature;

(j)        any Plan shall be terminated within the meaning of Title IV of ERISA, or a trustee shall be appointed by an appropriate United States District Court to administer any Plan or the Pension Benefit Guaranty Corporation (or any successor thereto) shall institute proceedings to terminate any Plan or to appoint a trustee to administer any Plan, which proceedings are not dismissed or withdrawn within thirty (30) days thereafter, if, as of the date of such termination, withdrawal, appointment or institution of proceedings, the liability (after giving effect to the tax consequences thereof) of Borrower or any Subsidiary to the Pension Benefit Guaranty Corporation (or any successor thereto) for unfunded guaranteed vested benefits under the Plan exceeds the current value of assets accumulated in such Plan by more than $100,000.00 (or, in the case of a termination involving Borrower or any Subsidiary as a “substantial employer” (as defined in Section 4001(a)(2) of ERISA), the withdrawing employer’s proportionate share of such excess shall exceed such amount);

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(k)        any transfer of stock in Borrower which has the effect of changing the voting control of Borrower on the Closing Date;

(l)        the occurrence of a default in payment or performance by Borrower of any of its obligations under any other loans, contracts, or agreements, or the occurrence of a default by any Subsidiary or Affiliate of Borrower under any loans, contracts or agreements with Lender or its affiliates; or

(m)        any monetary judgment or assessment is entered against Borrower, in an amount greater than $1,000,000.00, which is not discharged or stayed within thirty (30) days of entry.

8.2.        Acceleration of Indebtedness.    Upon the occurrence of an Event of Default, all of the Indebtedness may, at the option of Lender and without demand, notice or legal process of any kind, be declared, and immediately shall become, due and payable.

8.3.        Notice.    Any notice required to be given by Lender, if given ten (10) days prior to such proposed action, shall constitute commercially reasonable and fair notice thereof to Borrower.

9. MISCELLANEOUS

9.1.        Assignment and Sale of Interests.    Without Lender’s prior written consent, Borrower may not sell, assign or transfer this Agreement or the Other Agreements or any portion hereof or thereof, including, without limitation, Borrower’s rights, title, interests, remedies, powers and/or duties hereunder or thereunder.

9.2.        Expenses (Including Attorneys’ Fees).    Borrower shall reimburse Lender on demand for all following fees, costs, expenses and charges (including, but not limited to, attorneys’ fees) of, or incidental to:

(a)        the preparation and administration of this Agreement, all Other Agreements, any amendment of or modification of this Agreement or the Other Agreements;

(b)        any litigation, contest, dispute, suit, proceeding or action including, without limitation, trial, mediation, arbitration, administrative and bankruptcy proceedings and appeals therefrom, (whether instituted by Lender, Borrower or any other Person other than Borrower) in any way relating to, or protecting Lender’s interests in or under, this Agreement or the Other Agreements;

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(c)        all state and federal taxes (other than income taxes) incurred by Lender in connection with the execution or recordation of this Agreement and any Other Agreements or otherwise incurred by Lender in connection with the Indebtedness, including, without limitation, such documentary stamp taxes and intangible personal property taxes as are now or hereafter due and payable pursuant to the laws of the State of Florida; and

(d)        all fees, costs, expenses and charges incurred by Lender in connection with the filing and recording of this Agreement and any Other Agreements in the public records or with any state or federal authority.

9.3.        Waiver by Lender.    Lender’s failure, at any time or times hereafter, to require strict performance by Borrower of any provision of this Agreement shall not waive, affect or diminish any right of Lender thereafter to demand strict compliance and performance. Any suspension or waiver by Lender of an Event of Default shall not suspend, waive or affect any other Event of Default, whether the same is prior or subsequent thereto and whether of the same or of a different type. None of the undertakings, agreements, warranties, covenants and representations contained in this Agreement or the Other Agreements and no Event of Default shall be deemed to have been suspended or waived by Lender, unless such suspension or waiver is by an instrument in writing signed by an authorized officer of Lender and directed to Borrower specifying such suspension or waiver.

9.4.        Severability.    Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. If, however, any provision of this Agreement shall be prohibited by, or be invalid under, applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement, unless the ineffectiveness of such provision materially and adversely alters the benefits accruing to either party hereunder.

9.5.        Parties.    This Agreement and the Other Agreements shall be binding upon and inure to the benefit of the successors and assigns of Borrower and Lender. This provision, however, shall not be deemed to modify Section 8.1 hereof.

9.6.        Conflict of Terms.    The Other Agreements and all Schedules and Exhibits hereto are incorporated in this Agreement by this reference thereto. Except as otherwise provided in this Agreement and except as otherwise provided in the Other Agreements by specific reference to the applicable provision of this Agreement, if any provision contained in this Agreement is in conflict with, or inconsistent with, any provision in the Other Agreements, the provision contained in this Agreement shall govern and control.

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9.7.        General Waivers by Borrower.    Except as otherwise expressly provided for in this Agreement, Borrower waives (i) presentment, demand and protest and notice of presentment, protest, default, non-payment, maturity, release, compromise, settlement, extension or renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by Lender on which Borrower may, in any way, be liable and hereby ratifies and confirms whatever Lender may do in this regard; (ii) all rights to notice of a hearing prior to Lender’s taking possession or control of, or to Lender’s reply, attachment or levy upon, any bond or security which might be required by any court prior to allowing Lender to exercise any of Lender’s remedies; and (iii) the benefit of all valuation, appraisement and exemption laws. Borrower acknowledges that it has been advised by counsel with respect to this Agreement and the transactions evidenced by this Agreement.

9.8.        GOVERNING LAW.    THIS AGREEMENT AND, UNLESS OTHERWISE EXPRESSLY PROVIDED THEREIN, THE OTHER AGREEMENTS, SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA APPLICABLE TO AGREEMENTS EXECUTED, DELIVERED AND PERFORMED WITHIN SUCH STATE NOTWITHSTANDING EXECUTION OF THIS AGREEMENT AND THE OTHER AGREEMENTS OUTSIDE THE STATE OF FLORIDA, WITHOUT GIVING EFFECT TO THE PRINCIPLES AND CONFLICTS OF LAWS. AS PART OF THE CONSIDERATION FOR NEW VALUE THIS DAY RECEIVED, BORROWER HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE CITY OF TAMPA, STATE OF FLORIDA, AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON BORROWER, AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO BORROWER AT THE ADDRESS STATED ON THE FIRST PAGE HEREOF AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF. BORROWER WAIVES ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

9.9.        Notice.    Except as otherwise provided herein, any notices, requests and demands to or upon a party hereto shall be in writing and shall be sent by certified or registered mail, return receipt requested, by personal delivery against receipt, or by telegraph, telex or telecopy, addressed as follows, and shall be deemed validly served and given on the date of receipt as shown on the return receipt if delivered by certified mail, on the date of delivery if done by personal delivery and upon confirmation of receipt if sent by telegraph, telex or telecopy:

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Lender:	WACHOVIA BANK, NATIONAL ASSOCIATION
	10 South Jefferson Street – VA7391
	Roanoke, Virginia 24011
	And
	WACHOVIA BANK, NATIONAL ASSOCIATION
	POST OFFICE BOX 13327
	Mail Code VA7391
	Roanoke, Virginia 24040
With Copy to:	WACHOVIA BANK, NATIONAL ASSOCIATION
	100 S. Ashley Street
	Tampa, Florida 33601
	Attn: Timothy J. Coop, Senior Vice President
	Telephone: (813) 276-6467
	Telecopy: (813) 276-6454
Borrower:	SUPERIOR UNIFORM GROUP, INC.
	10055 Seminole Boulevard
	Seminole, Florida 33772-2539
	Attn: Andrew D. Demott, Jr.,
	Chief Financial Officer
	Telephone: (727) 397-9611
	Telecopy: (727) 803-2641
With Copy to:	_______________________________________
	_______________________________________
	_______________________________________
	Attn: ___________________________________
	Telephone:   (              ) __________________
	Telecopy:     (              ) __________________

or to such other address as each party may designate for itself by like notice given in accordance with this Section 9.9. Notice shall also be deemed validly served and given on the date that a party rejects or refuses to accept delivery or the date of an inability to effectuate delivery because of a changed address of which no notice was given in accordance with this Section. Any written notice that is not sent in conformity with the provisions hereof shall be nevertheless be effective on the date that such notice is actually received by the noticed party.

9.10.        Section Titles.    The section titles contained in this Agreement are, and shall be, without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

9.11.        Modification of Agreement.    This Agreement and the Other Agreements may not be modified, altered or amended, except in writing signed by Borrower and Lender.

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9.12.        Tax Indemnity.    Borrower and Lender have concluded that Florida document excise taxes are not due in connection with this Agreement or any of the other Loan Documents because the Loan Documents have been executed by Borrower and the other signatories, and delivered to Lender, outside the State of Florida. Nevertheless, Borrower shall pay to Lender in full, on demand, the amount of all document excise taxes, including interest and penalties, that either Lender or the Florida Department of Revenue later deem to be due and applicable with respect to the Notes or any of the other Loan Documents, or any other agreement between or among Borrower, the Subsidiaries, and Lender. In addition, Borrower shall reimburse Lender for any document excise taxes, including penalties and interest, paid by Lender and all costs and attorney’s fees that Lender incurs in defending against an imposition of such taxes on any of the Notes, this Agreement, the other Loan Documents and any other agreement between or among Borrower, the Subsidiaries and Lender.

9.13.        Waiver of Claims.    Borrower hereby knowingly, voluntarily, irrevocably, and intentionally waives and releases Lender (and its officers, directors, shareholders, representatives, and agents) from : (a) all claims, demands, suits, and causes of action, whether at law or in equity, that Borrower ever had, has now, or might have in the future, by reason of any matter, cause or thing whatsoever arising before the date and time of execution of this amendment, with respect to: (i) any breach by Lender (or an officer, director, shareholder, representative, or agent of lender) of its obligations or promises under the Loan Documents or otherwise; and (ii) any action or inaction by Lender (or an officer, director, shareholder, representative, or agent of Lender) that is alleged to have had an injurious effect on the business, operation or management of Borrower; and (b) any defense, counterclaim, setoff, right of recoupment or abatement, or other claim against Lender (or an officer, director, shareholder, representative, or agent of Lender) relating to any matter, cause or thing whatsoever arising before the date and time of execution of this amendment.

9.14.        Confidentiality.    Lender agrees to take, and to cause its Affiliates to take, normal and reasonable precautions and exercise due diligence to maintain the confidentiality of all non-public information provided to it by Borrower or any Subsidiary under this Agreement, and neither the Lender nor its Affiliates shall use any such information other than in connection with other business now or hereafter existing or contemplated by Borrower or any Subsidiary; except the extent such information (a) was or becomes generally available to the public other than as a result of disclosure by Lender; or (b) was or becomes available on a non-confidential basis from a source other than Borrower or any of its Affiliates, provided that such source is not bound by a confidentiality agreement with Borrower or any of Borrower’s Affiliates, provided, however, that Lender may disclose such information (i) at the request or

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pursuant to any requirement of any governmental authority to which Lender is subject or in connection with an examination of Lender by any such authority; (ii) pursuant to subpoena or other court process; (iii) to the extent reasonably required in connection with the exercise of any remedy hereunder; (iv) to Lender’s independent auditors and other professional advisors; (v) to any participant or assignee, actual or potential (or their respective professional advisors), or to any counterparty (or its professional advisors) to any swap, securitization or derivative transaction referencing or involving any of its rights or obligations as a lender under this Agreement, actual or potential, provided that such Person agrees in writing to keep such information confidential to the same extent required of Lender hereunder; and (vi) as expressly permitted under the terms of any other document or agreement to which Borrower or any Subsidiary is party with Lender or its Affiliates.

IN WITNESS WHEREOF, and intending to be legally bound hereby, this Agreement has been duly executed and delivered by the undersigned as of the day and year specified at the beginning hereof.

BORROWER:
SUPERIOR UNIFORM GROUP, INC.,
A Florida Corporation
By:	/s/ Andrew D. Demott, Jr.
	Andrew D. Demott, Jr.,
	As a Senior President & Chief Financial Officer
LENDER:
WACHOVIA BANK, NATIONAL ASSOCIATION
By:	/s/ Timothy J. Coop
	Timothy J. Coop
	As a Senior Vice President

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STATE OF                               )

COUNTY OF                          )

The foregoing instrument was acknowledged before me on                     , 2004 by Andrew D. Demott, Jr., as a Senior Vice President and as the Chief Financial Officer of SUPERIOR UNIFORM GROUP, INC., a Florida corporation, on behalf of the corporation.              This person is personally known to me or              produced a driver’s license as identification (check one).

Notary Public

Commission No.                                                               

Commission Expiration Date :                                            

STATE OF                              )

COUNTY OF                          )

The foregoing instrument was acknowledged before me on                     , 2004 by Timothy J. Coop, as a Senior Vice President of WACHOVIA BANK, NATIONAL ASSOCIATION, on behalf of the bank.              This person is personally known to me or              produced a driver’s license as identification (check one).

Notary Public

Commission No.                                                               

Commission Expiration Date :                                            

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Schedule 1

SCHEDULE A TO PROMISSORY NOTE

The Note will be paid in principal amounts plus accrued interest on the dates shown below:

Payment Due Date	Principal Payment Due	Remaining Principal
		Outstanding
		(following scheduled principal payment)
April 1, 1999	-	12,000,000.00
May 3, 1999	65,788.94	11,934,211.06
June 1, 1999	72,896.67	11,861,314.39
July 1, 1999	71,069.05	11,790,245.34
August 2, 1999	67,047.47	11,723,197.87
September 1, 1999	71,845.95	11,651,351.92
October 1, 1999	72,250.09	11,579,101.83
November 1, 1999	70,485.41	11,508,616.42
December 1, 1999	73,052.97	11,435,563.45
January 4, 2000	64,887.22	11,370,676.23
February 1, 2000	78,092.89	11,292,583.34
March 1, 2000	76,385.52	11,216,197.82
April 3, 2000	68,388.72	11,147,809.10
May 1, 2000	79,262.94	11,068,546.16
June 1, 2000	73,453.02	10,995,093.14
July 3, 2000	71,818.38	10,923,274.76
August 1, 2000	78,393.63	10,844,881.13
September 1, 2000	74,753.07	10,770,128.06
October 2, 2000	75,187.57	10,694,940.49
November 1, 2000	77,629.90	10,617,310.59
December 1, 2000	78,066.57	10,539,244.02
January 2, 2001	74,553.48	10,464,690.54
February 1, 2001	78,925.06	10,385,765.48
March 1, 2001	83,263.67	10,302,501.81
April 2, 2001	75,973.93	10,226,527.88
May 1, 2001	82,182.19	10,144,345.69
June 1, 2001	78,824.93	10,065,520.76
July 2, 2001	79,283.10	9,986,237.66
August 1, 2001	81,616.35	9,904,621.31
September 4, 2001	74,646.98	9,829,974.33
October 1, 2001	88,024.69	9,741,949.64
November 1, 2001	81,163.86	9,660,785.78
December 3, 2001	79,824.23	9,580,961.55
January 2, 2002	83,896.03	9,497,065.52
February 1, 2002	84,367.95	9,412,697.57
March 1, 2002	88,372.28	9,324,325.29
April 1, 2002	83,591.30	9,240,733.99
May 1, 2002	85,809.81	9,154,924.18
June 3, 2002	81,142.85	9,073,781.33
July 1, 2002	90,151.59	8,983,629.74
August 1, 2002	85,571.59	8,898,058.15
September 3, 2002	82,732.21	8,815,325.94
October 1, 2002	91,508.48	8,723,817.46
November 1, 2002	87,081.75	8,636,735.71
December 2, 2002	87,587.91	8,549,147.80
January 2, 2003	88,097.02	8,461,050.78

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Payment Due Date	Principal Payment Due	Remaining Principal
		Outstanding
		(following scheduled principal payment)
February 3, 2003	87,022.64	8,374,028.14
March 3, 2003	93,825.29	8,280,202.85
April 1, 2003	92,765.34	8,187,437.51
May 1, 2003	91,734.60	8,095,702.91
June 2, 2003	89,214.72	8,006,488.19
July 1, 2003	94,253.66	7,912,234.53
August 1, 2003	91,799.08	7,820,435.45
September 2, 2003	90,866.33	7,729,569.12
October 1, 2003	95,759.41	7,633,809.71
November 3, 2003	90,554.74	7,543,254.97
December 1, 2003	98,186.85	7,445,068.12
January 2, 2004	93,118.53	7,351,949.59
February 2, 2004	95,055.73	7,256,893.86
March 1, 2004	99,690.25	7,157,203.61
April 1, 2004	96,187.69	7,061,015.92
May 3, 2004	95,422.84	6,965,593.08
June 1, 2004	99,913.53	6,865,679.55
July 1, 2004	99,169.49	6,766,510.06
August 2, 2004	97,189.88	6,669,320.18
September 1, 2004	100,274.01	6,569,046.17
October 1, 2004	100,838.06	6,468,208.11
November 1, 2004	100,192.48	6,368,015.63
December 1, 2004	101,968.85	6,266,046.78
January 4, 2005	97,842.89	6,168,203.89
February 1, 2005	105,405.87	6,062,798.02
March 1, 2005	105,959.25	5,956,838.77
April 1, 2005	103,164.81	5,853,673.96
May 2, 2005	103,764.46	5,749,909.50
June 1, 2005	105,445.70	5,644,463.80
July 1, 2005	106,038.83	5,538,424.97
August 1, 2005	105,596.84	5,432,828.13
September 1, 2005	106,210.63	5,326,617.50
October 3, 2005	105,829.24	5,220,788.26
November 1, 2005	109,400.90	5,111,387.36
December 1, 2005	109,037.39	5,002,349.97
January 3, 2006	106,836.90	4,895,513.07
February 1, 2006	111,169.59	4,784,343.48
March 1, 2006	112,671.14	4,671,672.34
April 3, 2006	108,882.97	4,562,789.37
May 1, 2006	113,834.30	4,448,955.07
June 1, 2006	111,929.39	4,337,025.68
July 3, 2006	111,766.79	4,225,258.89
August 1, 2006	114,814.09	4,110,444.80
September 1, 2006	113,896.98	3,996,547.82
October 2, 2006	114,559.01	3,881,988.81
November 1, 2006	115,952.75	3,766,036.06
December 1, 2006	116,604.99	3,649,431.07
January 2, 2007	115,892.35	3,533,538.72
February 1, 2007	117,912.78	3,415,625.94

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Payment Due Date	Principal Payment Due	Remaining Principal
		Outstanding
		(following scheduled principal payment)
March 1, 2007	119,856.90	3,295,769.04
April 2, 2007	118,014.33	3,177,754.71
May 1, 2007	120,509.90	3,057,244.81
June 1, 2007	120,018.70	2,937,226.11
July 2, 2007	120,716.31	2,816,509.80
August 1, 2007	121,946.07	2,694,563.73
September 4, 2007	120,611.10	2,573,952.63
October 1, 2007	124,758.30	2,449,194.33
November 1, 2007	123,553.00	2,325,641.33
December 3, 2007	123,835.09	2,201,806.24
January 2, 2008	125,403.78	2,076,402.46
February 1, 2008	126,109.18	1,950,293.28
March 3, 2008	126,452.86	1,823,840.42
April 1, 2008	127,871.81	1,695,968.61
May 1, 2008	128,249.12	1,567,719.49
June 2, 2008	128,382.62	1,439,336.87
July 1, 2008	129,962.55	1,309,374.32
August 1, 2008	130,178.20	1,179,196.12
September 2, 2008	130,713.76	1,048,482.36
October 1, 2008	132,087.82	916,394.54
November 3, 2008	132,118.75	784,275.79
December 1, 2008	133,671.49	650,604.30
January 2, 2009	133,885.31	516,718.99
February 2, 2009	134,785.51	381,933.48
March 2, 2009	135,783.79	246,149.69
April 1, 2009	246,149.69	0

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Schedule 2

Locations

Superior Uniform Group, Inc.	10055 Seminole Boulevard Seminole, Florida 33772-2539
Fashion Seal Corporation	2325-B Renaissance Drive, Suite 10 Las Vegas, Nevada 89119

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Schedule 3

Liens

1.         Liens for taxes or assessments or other government charges or levies if not yet due and payable or, if due and payable, being contested in good faith by appropriate proceedings.

2.         Purchase money security interests perfected in accordance with applicable law.

3.         Liens reflected by Uniform Commercial Code financing statements filed in respect of Capital Leases permitted hereunder and true leases of the Borrower and its Subsidiaries, including, without limitation, the following:

Secured Party	Date Filed	File No.	Collateral
Winthrop Resources Corporation 11100 Wayzata Blvd Suite 800 Minnetonka, MN 55305	Nov. 15, 1999	990000259482	Computer Equipment
Winthrop Resources Corporation 11100 Wayzata Blvd Suite 800 Minnetonka, MN 55305	Aug. 7, 2000	200000181175	Computer Equipment
Winthrop Resources Corporation 11100 Wayzata Blvd Suite 800 Minnetonka, MN 55305	February 20, 2001	200100038758	Computer Equipment

4.         The Borrower acquired certain assets of Univogue, Inc. pursuant to that certain Asset Purchase Agreement by and between Univogue, Inc., Curtis Hougland, Sylvia Hougland and Superior Uniform Group, Inc. dated February 19, 2004 (the “Asset Purchase Agreement”). Under the Asset Purchase Agreement, certain equipment leases were assigned to, and assumed by, the Borrower. The following financing statements on file with the Texas Secretary of State, which show the Debtor as Univogue, Inc., 12091 Forestgate Dr., Dallas, Texas 75243, describe equipment under equipment leases assumed by Borrower.

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Secured Party	Date Filed	File No.	Collateral
Newcourt Communications Finance Corp. 2 Gatehall Drive Parsippany, NJ 07054	Dec. 2, 1999	99-238966	Computer and Telecommunications Equipment
IBM Credit Corp. 1 Northcastle Drive Armonk, NY 10504-2575	Feb. 7, 2002	02-0018638816	Computer Equipment
Dell Financial Services, L.P. 14050 Summit Drive Building A, Suite 101 Austin, TX 78758	June 25, 2002	02-0034992584	Computer Equipment
IBM Credit Corp. 1 Northcastle Drive Armonk, NY 10504-2575	July 5, 2002	02-0036124402	Computer Equipment
Dell Financial Services 3500-A Wadley Place Austin, TX 78758	Nov. 12, 2002	03-0007848404	Computer Equipment
Guaranty Bank 8333 Douglas Avenue Dallas, TX 75225	Nov. 12, 2002	03-0007941822	Inkjet Plotter

5.         Liens imposed by the operation of law, such as mechanics’, materialmen’s, landlords’, warehousemen’s, and carriers’ Liens, and other similar Liens, securing obligations incurred in the ordinary course of business which are not past due for more than thirty (30) days or which are being contested in good faith by appropriate proceedings.

6.         Liens under workers’ compensation, unemployment insurance, Social Security, or similar legislation which, in the aggregate, do not materially interfere with the occupation, use, and enjoyment by Borrower or any Subsidiary of the property or assets encumbered thereby in the normal course of its business or materially impair the value of the property subject thereto.

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THIS RENEWAL REVOLVING LINE OF CREDIT PROMISSORY NOTE SUPERCEDES AND REPLACES IN ITS ENTIRETY THAT CERTAIN RENEWAL REVOLVING CREDIT NOTE BETWEEN THE PARTIES DATED MARCH 27, 2001 IN THE ORIGINAL STATED PRINCIPAL AMOUNT OF $15,000,000.00.

THIS RENEWAL REVOLVING LINE OF CREDIT PROMISSORY NOTE WAS EXECUTED BY BORROWER AND DELIVERED TO LENDER OUTSIDE OF THE STATE OF FLORIDA, IS NOT SECURED BY FLORIDA REAL ESTATE, AND IS EXEMPT FROM DOCUMENTARY STAMP TAXATION.

RENEWAL REVOLVING LINE OF CREDIT PROMISSORY NOTE

$15,000,000.00 April 27, 2004

SUPERIOR UNIFORM GROUP, INC.

10055 Seminole Boulevard

Seminole, Florida 33772-2539

(“Borrower”)

WACHOVIA BANK, NATIONAL ASSOCIATION,

f/k/a FIRST UNION NATIONAL BANK

214 North Hogan Street - FL0070

Jacksonville, Florida 32202

(Hereinafter referred to as “Bank”)

Borrower promises to pay to the order of Bank, in lawful money of the United States of America, at its office indicated above or wherever else Bank may specify, the sum of Fifteen Million and No/100 Dollars ($15,000,000.00) or such sum as may be advanced and outstanding from time to time, with interest on the unpaid principal balance at the rate and on the terms provided in this Promissory Note (including all renewals, extensions or modifications hereof, this “Note”).

LINE OF CREDIT.   Borrower may borrow, repay and re-borrow, and, upon the request of Borrower, Bank shall advance and re-advance under this Note from time to time until the maturity hereof (each an “Advance” and together the “Advances”), so long as the total principal balance outstanding under this Note at any one time does not exceed the principal amount stated on the face of this Note, subject to the limitations described in any loan agreement to which this Note is subject. Bank’s obligation to make Advances under this Note shall terminate if a Default (as defined in the other Loan Documents) under any Loan Document occurs. As of the date of each proposed Advance, Borrower shall

be deemed to represent that each representation made in the Loan Documents is true as of such date.

If Borrower subscribes to Bank’s cash management services and if such services are applicable to this line of credit, the terms of such service shall control the manner in which funds are transferred between the applicable demand deposit account and the line of credit for credit or debit to the line of credit.

USE OF PROCEEDS.   Borrower shall use the proceeds of the loan(s) evidenced by this Note for the commercial purposes of Borrower, as follows: business purposes.

SECURITY.   This Note is extended on an unsecured basis, provided however, that Borrower shall at all times be in compliance with Section 8.2 of the Amended and Restated Loan Agreement.

INTEREST RATE.   Interest shall accrue on the unpaid principal balance of this Note during each Interest Period from the date hereof at the LIBOR Market Index Rate plus 0.60%, as that rate may change from day to day in accordance with changes in the LIBOR Market Index Rate (“Interest Rate”). “LIBOR Market Index Rate” means the rate for 1 month U.S. dollar deposits as reported on Telerate page 3750 as of 11:00 a.m., London time, on such day, or if such day is not a London business day, then the immediately preceding London business day (or if not so reported, then as determined by the Bank from another recognized source or interbank quotation).

DEFAULT RATE.   In addition to all other rights contained in this Note, if a default in the payment of Obligations occurs, all outstanding Obligations, other than Obligations under any swap agreements (as defined in 11 U.S.C. § 101) between Borrower and Bank or its affiliates, shall bear interest at the Interest Rate plus 3% (“Default Rate”). The Default Rate shall also apply from demand until the Obligations or any judgment thereon is paid in full.

INTEREST AND FEE(S) COMPUTATION (ACTUAL/360).   Interest and fees, if any, shall be computed on the basis of a 360-day year for the actual number of days in the applicable period (“Actual/360 Computation”). The Actual/360 Computation determines the annual effective yield by taking the stated (nominal) rate for a year’s period and then dividing said rate by 360 to determine the daily periodic rate to be applied for each day in the applicable period. Application of the Actual/360 Computation produces an annualized effective interest rate exceeding the nominal rate.

REPAYMENT TERMS.   This Note shall be due and payable in consecutive monthly payments of accrued interest only, commencing on April 26, 2004, and

2

continuing on the same day of each month thereafter until fully paid. In any event, this Note shall be due and payable in full, including all principal and accrued interest, on June 30, 2007, the “Maturity Date” of this Note. Provided Borrower is not in default under this Note or under any of the “Loan Documents” (as hereinafter defined), Borrower shall have the right and option to extend the Maturity Date for an additional twelve month period (“Term Option”) upon and in accordance with the following terms and conditions: (a) Borrower shall give written notice to Bank at least 30 days prior to the Maturity Date of its intent to exercise the Term Option; (b) Borrower and any guarantor shall execute and deliver to Bank all documentation as reasonably required by Bank in connection with the Term Option; and (c) Borrower shall pay to Bank its reasonable attorneys’ fees and costs in connection therewith.

In the event Borrower exercises the Term Option, the outstanding principal balance of this Note shall convert to a term loan and shall be due and payable in equal consecutive monthly installments of principal and interest in an amount determined by Bank which would allow the outstanding principal balance hereof to be repaid in twelve months, and shall be evidenced by, and Borrower hereby agrees to execute a note or other documentation reasonably required by Bank to evidence the same.

As used herein, “Loan Documents” shall mean this Note, the Amended and Restated Loan Agreement of even date herewith, and all other documents executed and delivered in connection therewith.

AUTOMATIC DEBIT.   Borrower hereby directs Lender to debit its Account No. 2000002261874 maintained with Lender to make all payments required hereunder.

RESCISSION OF PAYMENTS.   If any payment received by Bank under this Note or under any of the other Loan Documents is rescinded, avoided or for any reason returned to Bank because of any adverse claim or threatened action, the returned payment shall remain as an obligation of all persons and entities liable under this Note or the other Loan Documents as though such payment had not been made.

LOAN AGREEMENT; LOAN DOCUMENTS; OBLIGATIONS.   This Note is subject to the terms and conditions of that certain Amended and Restated Loan Agreement of even date herewith between Bank and Borrower (the “Loan Agreement”). All capitalized terms not otherwise defined herein shall have such meaning as assigned to them in the Loan Agreement. The term “Obligations” used in this Note refers to any and all indebtedness and all other obligations under this Note, all other obligations as defined in the respective Loan Documents, and all

3

obligations under any swap agreements as defined in 11 U.S.C. § 101 between Bank and Borrower whenever executed.

APPLICATION OF PAYMENTS.   Monies received by Bank from any source for application toward payment of the Obligations shall be applied to accrued interest and then to principal. Upon the occurrence of a default in the payment of the Obligations or a Default (as defined in the other Loan Documents) under any other Loan Document, monies may be applied to the Obligations in any manner or order deemed appropriate by Bank.

If any payment received by Bank under this Note or other Loan Documents is rescinded, avoided or for any reason returned by Bank because of any adverse claim or threatened action, the returned payment shall remain payable as an obligation of all persons liable under this Note or other Loan Documents as though such payment had not been made.

LATE CHARGE.   If any payments are not timely made, Borrower shall also pay to Bank a late charge equal to 5% of each payment past due for 10 or more days.

Acceptance by Bank of any late payment without an accompanying late charge shall not be deemed a waiver of Bank’s right to collect such late charge or to collect a late charge for any subsequent late payment received.

ATTORNEYS’ FEES AND OTHER COLLECTION COSTS.   Borrower shall pay all of Bank’s reasonable expenses incurred to enforce or collect any of the Obligations including, without limitation, reasonable arbitration, paralegals’, attorneys’ and experts’ fees and expenses, whether incurred without the commencement of a suit, in any trial, arbitration, or administrative proceeding, or in any appellate or bankruptcy proceeding.

EVENTS OF DEFAULT.   An “Event of Default” shall exist if any one or more of the following events shall occur (individually, an “Event of Default”, and collectively, “Events of Default”): Non-payment; Non-performance. The failure of timely payment or performance of the Obligations. Event of Default under other Loan Documents. The occurrence of any Event of Default under any of the other Loan Documents.

USURY.   If at any time the effective interest rate under this Note would, but for this paragraph, exceed the maximum lawful rate, the effective interest rate under this Note shall be the maximum lawful rate, and any amount received by Bank in excess of such rate shall be applied to principal and then to fees and expenses, or, if no such amounts are owing, returned to Borrower.

4

REMEDIES.   Upon the occurrence of a default in the payment of the Obligations or a Default (as defined in the other Loan Documents) under any other Loan Document, Bank may at any time thereafter, take the following actions: Bank Lien. Foreclose its security interest or lien against Borrower’s accounts without notice. Cumulative. Exercise any rights and remedies as provided under the Note and the other Loan Documents, or as provided by law or equity.

FINANCIAL AND OTHER INFORMATION.   Borrower shall deliver to Bank such information as Bank may reasonably request from time to time, including without limitation, financial statements and information pertaining to Borrower’s financial condition. Such information shall be true, complete, and accurate.

WAIVERS AND AMENDMENTS.   No waivers, amendments or modifications of this Note and other Loan Documents shall be valid unless in writing and signed by an officer of Bank. No waiver by Bank of any Default (as defined in the other Loan Documents) shall operate as a waiver of any other Default or the same Default on a future occasion. Neither the failure nor any delay on the part of Bank in exercising any right, power, or remedy under this Note and other Loan Documents shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

Except to the extent otherwise provided by the Loan Documents or prohibited by law, each Borrower and each other Person liable under this Note waives presentment, protest, notice of dishonor, notice of intention to accelerate maturity, notice of acceleration of maturity, notice of sale and all other notices of any kind. Further, each agrees that Bank may (i) extend, modify or renew this Note or make a novation of the loan evidenced by this Note, and/or (ii) grant releases, compromises or indulgences with respect to any collateral securing this Note, or with respect to any Borrower or other person liable under this Note or any other Loan Documents, all without notice to or consent of each Borrower and other such person, and without affecting the liability of each Borrower and other such person; provided, Bank may not extend, modify or renew this Note or make a novation of the loan evidenced by this Note without the consent of the Borrower, or if there is more than one Borrower, without the consent of at least one Borrower; and further provided, if there is more than one Borrower, Bank may not enter into a modification of this Note which increases the burdens of a Borrower without the consent of that Borrower.

MISCELLANEOUS PROVISIONS. Assignment.   This Note and the other Loan Documents shall inure to the benefit of and be binding upon the parties and their respective heirs, legal representatives, successors and assigns. Bank’s interests in and rights under this Note and the other Loan Documents are freely assignable, in whole or in part, by Bank. In addition, nothing in this Note or any

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of the other Loan Documents shall prohibit Bank from pledging or assigning this Note or any of the other Loan Documents or any interest therein to any Federal Reserve Bank. Borrower shall not assign its rights and interest hereunder without the prior written consent of Bank, and any attempt by Borrower to assign without Bank’s prior written consent is null and void. Any assignment shall not release Borrower from the Obligations. Applicable Law; Conflict Between Documents. This Note and, unless otherwise provided in any other Loan Document, the other Loan Documents shall be governed by and construed under the laws of the state named in Bank’s address on the first page hereof without regard to that state’s conflict of laws principles. If the terms of this Note should conflict with the terms of any loan agreement or any commitment letter that survives closing, the terms of this Note shall control. Borrower’s Accounts. Except as prohibited by law, Borrower grants Bank a security interest in all of Borrower’s accounts with Bank and any of its affiliates. Swap Agreements. All swap agreements (as defined in 11 U.S.C. § 101), if any, between Borrower and Bank or its affiliates are independent agreements governed by the written provisions of said swap agreements, which will remain in full force and effect, unaffected by any repayment, prepayment, acceleration, reduction, increase or change in the terms of this Note, except as otherwise expressly provided in said written swap agreements, and any payoff statement from Bank relating to this Note shall not apply to said swap agreements unless expressly referred to in such payoff statement. Jurisdiction. Borrower irrevocably agrees to non-exclusive personal jurisdiction in the state named in Bank’s address on the first page hereof. Severability. If any provision of this Note or of the other Loan Documents shall be prohibited or invalid under applicable law, such provision shall be ineffective but only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note or other such document. Notices. Any notices to Borrower shall be sufficiently given, if in writing and mailed or delivered to the Borrower’s address shown above or such other address as provided hereunder, and to Bank, if in writing and mailed or delivered to Wachovia Bank, National Association, Mail Code VA7391, P. O. Box 13327, Roanoke, VA 24040 or Wachovia Bank, National Association, Mail Code VA7391, 10 South Jefferson Street, Roanoke, VA 24011 or such other address as Bank may specify in writing from time to time. Notices to Bank must include the mail code. In the event that Borrower changes Borrower’s address at any time prior to the date the Obligations are paid in full, Borrower agrees to promptly give written notice of said change of address by registered or certified mail, return receipt requested, all charges prepaid. Plural; Captions. All references in the Loan Documents to Borrower, guarantor, person, document or other nouns of reference mean both the singular and plural form, as the case may be, and the term “person” shall mean any individual, person or entity. The captions contained in the Loan Documents are inserted for convenience only and shall not affect the meaning or interpretation of the Loan Documents. Advances. Bank may, in its sole discretion, make other advances which shall be deemed to

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be advances under this Note, even though the stated principal amount of this Note may be exceeded as a result thereof. Posting of Payments. All payments received during normal banking hours after 2:00 p.m. local time at the office of Bank first shown above shall be deemed received at the opening of the next banking day. Joint and Several Obligations. If there is more than one Borrower, each is jointly and severally obligated. Fees and Taxes. Borrower shall promptly pay all documentary, intangible recordation and/or similar taxes on this transaction whether assessed at closing or arising from time to time. LIMITATION ON LIABILITY; WAIVER OF PUNITIVE DAMAGES. EACH OF THE PARTIES HERETO, INCLUDING BANK BY ACCEPTANCE HEREOF, AGREES THAT IN ANY JUDICIAL, MEDIATION OR ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM THAT MAY ARISE OUT OF OR BE IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR DOCUMENT BETWEEN OR AMONG THEM OR THE OBLIGATIONS EVIDENCED HEREBY OR RELATED HERETO, IN NO EVENT SHALL ANY PARTY HAVE A REMEDY OF, OR BE LIABLE TO THE OTHER FOR, (1) INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR (2) PUNITIVE OR EXEMPLARY DAMAGES. EACH OF THE PARTIES HEREBY EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY MAY HAVE OR WHICH MAY ARISE IN THE FUTURE IN CONNECTION WITH ANY SUCH PROCEEDING, CLAIM OR CONTROVERSY, WHETHER THE SAME IS RESOLVED BY ARBITRATION, MEDIATION, JUDICIALLY OR OTHERWISE. Patriot Act Notice. To help fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. For purposes of this section, account shall be understood to include loan accounts.

WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF BORROWER BY EXECUTION HEREOF AND BANK BY ACCEPTANCE HEREOF, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION WITH THIS NOTE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY WITH RESPECT HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK TO ACCEPT THIS NOTE. EACH OF THE PARTIES AGREES THAT THE TERMS HEREOF SHALL SUPERSEDE AND REPLACE ANY PRIOR AGREEMENT RELATED TO ARBITRATION OF DISPUTES BETWEEN THE PARTIES CONTAINED IN ANY LOAN DOCUMENT OR ANY OTHER DOCUMENT OR AGREEMENT HERETOFORE EXECUTED IN CONNECTION WITH, RELATED TO OR BEING REPLACED, SUPPLEMENTED, EXTENDED OR MODIFIED BY, THIS NOTE.

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IN WITNESS WHEREOF, Borrower, on the day and year first above written, has caused this Note to be executed under seal.

SUPERIOR UNIFORM GROUP, INC.,
A Florida Corporation
By:	/s/ Andrew D. Demott, Jr.
	Andrew D. Demott, Jr.,
	As a Senior Vice President and
	As the Chief Financial Officer

STATE OF                          )

COUNTY OF                     )

The foregoing instrument was acknowledged before me on                 , 2004 by Andrew D. Demott, Jr., as a Senior Vice President and as the Chief Financial Officer of SUPERIOR UNIFORM GROUP, INC., a Florida corporation, on behalf of the corporation.             This person is personally known to me or             produced a driver’s license as identification (check one).

Notary Public

Commission No.

Commission Expiration Date :

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ASSURANCE AGREEMENT

LENDER:	WACHOVIA BANK, NATIONAL ASSOCIATION
BORROWER:	SUPERIOR UNIFORM GROUP, INC.
GUARANTOR:	FASHION SEAL CORPORATION
LOAN:	$15,000,000.00
DATE:	April 27, 2004

For and in consideration of LENDER funding the closing of the Loan, the undersigned agree to cooperate, adjust, initial, re-execute and re-deliver any and all closing documents if deemed necessary or desirable in the reasonable discretion of LENDER to reflect accuracy of settlement statements, notes, mortgages, security agreements, loan agreements and other documents of closing relating to or in connection with this transaction. It is the intention of the undersigned that all documentation for the Loan and all payments or disbursements made shall be an accurate reflection of the parties’ agreement and that each party should pay all costs and expenses contemplated by their agreement or dictated by custom and usage in this area.

The undersigned agree and covenant to assure that this transaction and its documentation will conform to LENDER’S requirements and it is understood that LENDER will and does hereby rely upon this Agreement and the covenants herein in closing this transaction.

FASHION SEAL CORPORATION,		SUPERIOR UNIFORM GROUP, INC.,
A Nevada Corporation		A Florida Corporation
By:	/s/Andrew D. Demott, Jr.	By:	/s/Andrew D. Demott, Jr.
	Andrew D. Demott, Jr.,		Andrew D. Demott, Jr.
	As its President		As its Senior Vice President and
			As the Chief Financial Officer

LOAN CLOSING STATEMENT

DATE:	April 27, 2004
LENDER:	WACHOVIA BANK, NATIONAL ASSOCIATION
BORROWER:	SUPERIOR UNIFORM GROUP, INC.
GUARANTOR:	FASHION SEAL CORPORATION
REGARDING:	Renewal of March 27, 2001 $15,000,000.00 Revolving Line of Credit Loan.

BORROWER’S EXPENSES AND DISBURSEMENTS:

1Commitment Fee (LENDER)	$	15,000.00
2Documentary Stamps (LENDER)		2,450.00
LENDER’S Attorneys’ Fees and Costs (to Akerman Senterfitt)		3,500.00
TOTAL EXPENSES AND DISBURSEMENTS:			$	20,950.00

The foregoing Closing Statement is approved and the disbursements set forth herein are authorized. Receipt is acknowledged by BORROWERS of a copy of all Loan Documents. BORROWERS agree to pay any miscellaneous recording expenses that may be necessary, as well as all additional intangible, documentary or revenue taxes, including all late charges, penalties, interest, and attorney fees, if any, associated with the same which may be assessed by the State of Florida or other governmental agency upon any of the Loan Documents.

¹ There shall also be due and payable to LENDER an unused fee equal to 0.15% per annum (15 basis points), billed quarterly in arrears, beginning June 1, 2004 and continuing on the first business day of each and every calendar quarter thereafter on the average daily balance on the unused balance available of the $15,000,000.00 principal on the loan evidenced by the Renewal Revolving Line of Credit Promissory Note of even date herewith. There shall also be due and payable letter of credit fees in accordance with LENDER’s standard fee schedule at the time of the issuance of the letter of credit.

² Per Section 201.08 (2) (a)

WACHOVIA BANK, NATIONAL		SUPERIOR UNIFORM GROUP, INC.,
ASSOCIATION		A Florida Corporation
By:	/s/ Timothy J. Coop	By:	/s/ Andrew D. Demott, Jr.
	Timothy J. Coop,		Andrew D. Demott, Jr.
	As a Senior Vice President		As a Senior Vice President and
			As the Chief Financial Officer

EX-4.6

Exhibit 4.6

No. 1 January 4, 2011

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL OR UPON EVIDENCE REASONABLY SATISFACTORY TO SUPERIOR UNIFORM GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

WARRANT TO PURCHASE SHARES

OF COMMON STOCK

1. Grant of Warrant.

(a) Superior Uniform Group, Inc. (the “Company”), a Florida corporation, hereby agrees that EyeLevel Interactive, LLC, a Georgia limited liability company, and its successors in interest and permitted assigns (the “Holder”), for value received, is entitled, subject to the provisions of this Warrant, to purchase from the Company, in whole or in part and at any time or from time to time, during the period commencing on the date hereof and expiring at 5:00 p.m. Pacific time, on January 4, 2016 (the “Expiration Date”), Three Hundred Sixty Thousand (360,000) fully paid and non-assessable shares of Common Stock (as defined below). The “Exercise Price” for such shares shall be equal to $10.63 per share, subject to adjustment as set forth in Section 4 below.

(b) The term “Common Stock” means the Common Stock, $.001 par value per share, of the Company as constituted on the date hereof, together with any other equity securities that may be issued by the Company in substitution therefor. The number of shares of Common Stock to be received upon the exercise of this Warrant, and the Exercise Price, shall be adjusted from time to time as hereinafter set forth. The shares of Common Stock deliverable upon such exercise, and as adjusted from time to time, are hereinafter referred to as “Warrant Stock.” The term “Company” means and includes the Company as well as (i) any successor corporation resulting from the merger or consolidation of the Company with another corporation, or (ii) any corporation to which the Company has transferred its property or assets as an entirety or substantially as an entirety.

2. Exercise of Warrant.

(a) Subject to the limitations set forth in Section 5, this Warrant may be exercised in whole or in part at any time or from time to time during the period commencing on the date hereof and expiring at 5:00 p.m. Eastern time, on the Expiration Date or, if such Expiration Date is a day on which banking institutions in Florida are authorized by law to close, then on the next succeeding day that shall not be such a day.

(b) The Holder may exercise this Warrant by presentation and surrender of this Warrant to the Company at its principal office, with the Warrant Exercise Form attached hereto duly executed and accompanied by payment (either in cash or by certified or official bank check, payable to the order of the Company) of an amount equal to the Exercise Price multiplied by the number of shares of Warrant Stock purchased (the “Purchase Price”).

(c) If this Warrant is exercised in part only, the Company shall, upon surrender of this Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder thereof to purchase the balance of the shares purchasable hereunder.

(d) Upon receipt by the Company of this Warrant, together with the Purchase Price, at its office, in proper form for exercise, the Holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such shares of Common Stock shall not then be actually delivered to the Holder.

3. Reservation of Shares. The Company will, on the date of issuance of this Warrant, reserve, and use reasonable best efforts to maintain such reservation, for issuance and delivery of all shares of Warrant Stock. All such shares shall be duly authorized and, when issued upon exercise in compliance with the terms of this Agreement, shall be validly issued, fully paid and non-assessable. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant, but the Company shall pay the Holder an amount equal to the applicable Exercise Price multiplied by such fraction in lieu of each fraction of a share otherwise called for upon any exercise of this Warrant.

4. Adjustments.

(a) Capital Adjustments. In case the Company shall: (i) pay a dividend with respect to its capital stock in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares, or (iv) issue any shares of its capital stock in a reclassification of the Common Stock (including any such reclassification in connection with a merger, consolidation or other business combination in which the Company is the continuing corporation) (each of the actions in (i)-(iv) is hereinafter referred to as an “Adjustment Event”), the number of shares of Warrant Stock purchasable upon exercise of this Warrant immediately prior to the record date for such Adjustment Event shall be adjusted so that the Holder shall thereafter be entitled to receive the number of shares of Warrant Stock or other securities of the Company that such Holder would have owned or have been entitled to receive after the happening of such Adjustment Event, had such Warrant been exercised in whole immediately prior to the happening of such Adjustment Event or any record date with respect thereto. An adjustment made pursuant to this Section 4(a) shall become effective immediately after the effective date of such

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Adjustment Event, retroactive to the record date, if any, for such Adjustment Event. Whenever the number of shares of Warrant Stock purchasable upon the exercise of this Warrant is adjusted pursuant to this Section 4(a), the Exercise Price payable upon exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of shares of Warrant Stock purchasable upon the exercise of this Warrant immediately prior to such adjustment, and the denominator of which shall be the number of shares of Warrant Stock so purchasable immediately thereafter.

(b) Business Combinations. If the Company is a party to a merger, sale of all or substantially all of its assets, share exchange or other similar business combination transaction, this Warrant shall pertain and apply to the securities and/or other property to which the Holder would have otherwise been entitled had this Warrant then been exercised in whole prior to such business combination.

(c) Notice to Warrant Holder of Adjustment. Whenever the number of shares of Warrant Stock or the Exercise Price is adjusted as herein provided, the Company shall cause to be mailed to the Holder in accordance with the provisions of this Section 4 a notice (i) stating that an event giving rise to an adjustment hereunder has occurred, (ii) setting forth the adjusted number of shares of Warrant Stock and the adjusted Exercise Price and (iii) showing in reasonable detail the computations and the facts upon which such adjustments are based.

5. Restrictions on Transfer. The Holder hereby acknowledges that neither this Warrant nor any of the securities that may be acquired upon exercise of this Warrant have been registered or qualified under the Securities Act or under the securities laws of any state. The Holder acknowledges that, upon exercise of this Warrant, the securities to be issued upon such exercise will be subject to applicable federal and state securities (or other) laws requiring registration, qualification or approval of governmental authorities before such securities may be validly issued or delivered upon notice of such exercise. The Holder agrees that the issuance of such securities may be deferred until the issuance or sale of such securities shall be compliant with federal and state securities laws. The restrictions imposed by this Section 5 upon the exercise of this Warrant shall cease and terminate as to any particular shares of Warrant Stock (i) when such securities shall have been effectively registered and qualified under the Securities Act and all applicable state securities laws and disposed of in accordance with the registration statement covering such securities, or (ii) when, in the reasonable opinion of counsel reasonably acceptable to the Company, such restrictions are no longer required in order to ensure compliance with the Securities Act and all applicable state securities laws.

6. Legends. Unless (i) the shares of Warrant Stock have been registered under the Securities Act, or (ii) in the reasonable opinion of counsel for the Company such legend is no longer required in order to ensure compliance with the Securities Act and all applicable state securities laws, upon exercise of any of the Warrants and the issuance of any of the shares of Warrant Stock, all certificates representing such shares shall bear on the face thereof substantially the following legend and such other legends as may be required under state securities laws:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL OR UPON EVIDENCE REASONABLY SATISFACTORY TO SUPERIOR UNIFORM GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.”

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7. Transfer and Assignment.

(a) Neither this Warrant nor any rights hereunder may be assigned, transferred, pledged or hypothecated (a “Disposition”) in any way (whether by operation of law or otherwise), unless such securities are registered under the Securities Act, or unless and until such Holder shall have notified the Company of the proposed Disposition and shall have delivered to the Company an opinion of counsel, reasonably satisfactory to the Company, to the effect that the Warrant and the Warrant Stock to be sold or transferred may be sold or transferred pursuant to an exemption from registration under the Securities Act and under applicable state securities or blue sky laws, provided that (A) such transferee and its “affiliates” (as such term is defined in Rule 144 of the Securities Act) are not engaged in any business that is competitive with the Company, (B) the Holder may not make a Disposition to more than three of such transferees and (C) any such transferee shall not be entitled to make a Disposition of all or any part of this Warrant (but shall be permitted to make Dispositions of the Warrant Shares issuable upon exercise or conversion hereof pursuant to an effective registration statement or an opinion of counsel reasonably acceptable to the Company to the effect that the Warrant Shares to be transferred or sold may be transferred or sold pursuant to one or more exemptions from such registration or upon receipt of other evidence reasonably satisfactory to the Company that such registration is not required). This Warrant shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of this Warrant contrary to the provisions of this Agreement shall be null and void and without legal effect.

(b) Each Disposition of this Warrant shall be effected by the surrender of this Warrant certificate, along with the form of assignment attached hereto, properly completed and executed by the registered holder hereof, at the principal executive office of the Company in the United States of America.

8. Representations and Warranties. The Holder represents and warrants to the Company that:

(a) Investment Purpose. The Holder is purchasing the Warrant in the ordinary course of its business for its own account and not with a present view to the distribution thereof;

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and it does not have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer, distribute or grant participation to any third person or entity with respect to the Warrant or Warrant Stock; provided, however, that by making the representation herein, the Holder does not agree to hold the Warrant or Warrant Stock for any minimum or other specific term and reserves the right to dispose of the Warrant or Warrant Stock in accordance with Sections 5 and 7 hereof and pursuant to an effective registration statement or an exemption from registration under the Securities Act. The Holder understands that the Holder may be required to bear the economic risk of this investment indefinitely, unless the Warrant Stock is registered pursuant to the Securities Act and any applicable state securities or blue sky laws or an exemption from such registration is available, and that the Company has no present intention of registering the Warrant Stock.

(b) Holder Status. The Holder is either: (i) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act; or (ii) an “accredited investor” as defined in Rule 501(a) of Regulation D of the Securities Act. The Holder is not registered as a broker or dealer under Section 15(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or a member of the Financial Industry Regulatory Authority.

(c) Reliance on Exemptions. The Holder understands that the Warrant is being offered and sold to it in reliance upon specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein to determine the availability of such exemptions and the eligibility of the Holder to acquire the Warrant.

(d) Information. The Holder and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company, and materials relating to the offer and sale of the Warrant, including the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2009, and quarterly reports on Form 10-Q for each completed fiscal quarter since such date, and have obtained such additional information as requested by the Holder or its advisors, if any, in order to evaluate the merits and the risks inherent in holding the Warrants and Warrant Stock. The Holder and its advisors, if any, have been afforded the opportunity to ask questions of the Company and have received what the Holder and its advisors, if any, believe to be satisfactory answers to any such inquiries. The Holder acknowledges and understands that its investment in the Warrant and any investment in the Warrant Stock involves a significant degree of risk.

(e) Experience. The Holder is experienced in evaluating companies such as the Company, is able to fend for itself in transactions such as the one contemplated by this Agreement, has such knowledge and experience in financial and business matters that such Holder is capable of evaluating the merits and risks of such Holder’s prospective investment in the Company, and has the ability to bear the economic risks of an investment in the Warrant and the Warrant Stock.

(f) Governmental Review. The Holder understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Warrant or the Warrant Stock or an investment therein.

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(g) Transfer or Resale. The Holder understands that:

i. neither the delivery of the Warrant nor the Warrant Stock has been registered under the Securities Act or any applicable state securities laws, and consequently, the Holder may have to bear the risk of owning the Warrant or the Warrant Stock for an indefinite period of time because the Warrant and Warrant Stock may not be transferred except as set forth in Section 7 of this Agreement and unless; (i) the resale of the Warrant or the Warrant Stock, as the case may be, is registered pursuant to an effective registration statement under the Securities Act or (ii) if requested by the Company, the Holder has delivered to the Company an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions and which counsel shall be reasonably satisfactory to the Company) to the effect that the securities to be sold or transferred may be sold or transferred pursuant to one or more exemptions from such registration (whether pursuant to statute, regulation or otherwise);

ii. any sale of the Warrant or Warrant Stock made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 (including the holding period requirement, the volume limitations and the manner of sale restrictions, if applicable); and

iii. neither the Company nor any other person is under any obligation to register the Warrant or Warrant Stock under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

(h) No Public Offering. The Holder has not received any information relating to the Warrant, the Warrant Stock or the Company, and is not purchasing the Warrant as a result of, any form of general solicitation or general advertising, including, but not limited to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or pursuant to any seminar or meeting whose attendees were invited by any general solicitation or general advertising.

(i) Representation. The Holder has had an opportunity to consult with an attorney in connection with the Holder’s investment in the Warrant and Warrant Stock.

(j) Certain Trading Activities. During the 15 calendar days before the date of this Agreement, the Holder has not directly or indirectly, nor has any person or entity acting on behalf of or pursuant to any understanding with the Holder, engaged in any trading of the Common Stock, including Short Sales of the Common Stock, and no open position or Short Sale relating to the Common Stock exists on the date hereof in the name or on behalf of the Holder. “Short Sales” means all kinds of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps (including on a total return basis), and sales and any other transactions having the effect of hedging any position in the Common Stock.

(k) Residence. Holder is a resident and domiciliary (not a temporary or transient resident) of the jurisdiction listed under Holder’s signature hereto, has no present intention to become a resident of any other jurisdiction, and all communications, written or oral, concerning the Warrant and Warrant Stock have been directed to the Holder in and received by Holder in such jurisdiction.

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9. Notices. All notices required hereunder must be in writing and shall be deemed given when telefaxed, delivered personally or within three days after mailing when mailed by certified or registered mail, return receipt requested, if to the Company, at 10055 Seminole Blvd., Seminole, Florida 33772, and if to the Holder, at the address for the Holder set forth under its signature below, or at such other address of which the Company or Holder has been advised by notice hereunder.

10. Rights as a Shareholder. The Holder shall have no rights as a shareholder with respect to any shares of Warrant Stock until the date of issuance of such shares.

11. Lost or Destroyed Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and upon surrender and cancellation of this Warrant, if mutilated, the Company shall execute and deliver a new Warrant of like tenor and date. The Holder agrees with the Company that this Warrant is issued, and all the rights hereunder shall be held subject to, all of the conditions, limitations and provisions set forth herein.

12. Applicable Law. The Warrant is issued under and shall for all purposes be governed by and construed in accordance with the internal laws of the State of Florida, without regard to conflicts of laws principles.

IN WITNESS WHEREOF, the parties have caused this Warrant to be signed on its behalf, in its corporate name, by its duly authorized officer, as of the day and year first above written.

SUPERIOR UNIFORM GROUP, INC.
By:	/s/ Michael Benstock
Its:	CEO
EYELEVEL INTERACTIVE, LLC
By:	/s/ Mark DeMattei
Its:	CEO

Address:

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WARRANT EXERCISE FORM

The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of purchasing                      shares of Common Stock of Superior Uniform Group, Inc., a Florida corporation, and hereby makes payment of $             in payment therefore.

Signature

Signature, if jointly held

Date:                     

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

INSTRUCTIONS FOR ISSUANCE OF STOCK

(if other than to the registered holder of the within Warrant)

Name
	(Please typewrite or print in block letters)

Address

Social Security or Taxpayer Identification Number

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

ASSIGNMENT FORM

FOR VALUE RECEIVED,                                                                                        hereby sells, assigns and transfers unto

Name (please typewrite or print in block letters)

the right to purchase Common Stock of Superior Uniform Group, Inc., a Florida corporation, represented by this Warrant to the extent of shares as to which such right is exercisable and does hereby irrevocably constitute and appoint                     , as its attorney in fact, to transfer the same on the books of the Company with full power of substitution in the premises.

Dated:                     

Signature

Signature, if jointly held

EX-10.2

Exhibit 10.2

Summary Description of Executive Incentive Compensation Plan

Our annual executive incentive bonuses are intended to compensate officers for achieving our annual financial goals at corporate levels (and for achieving measurable individual annual performance objectives). Our annual incentive bonus plan provides for a cash bonus, dependent upon the level of achievement of the stated corporate goals (and personal performance goals), calculated as a percentage of the officer’s base salary. The annual incentive bonus ties incentive compensation to net earnings per share as reported in the Company’s audited financial statements adjusted for certain items (“BEPS”). Under this plan, the Compensation Committee establishes a minimum BEPS target that must be reached before any bonuses are earned. The target BEPS is based upon the annually established financial growth plan and goal. The Compensation Committee also establishes for each participant in the Plan, including executive officers, individual incentive amounts (“TIA”) that may be earned, in whole or in part, depending upon whether the minimum BEPS target is reached and by how much it is exceeded during the fiscal year. At the minimum target BEPS level, the plan participants will earn a bonus equal to 79% of the TIA. For 2011, the target incentive awards (as a percentage of base salary) will be as follows: Chief Executive Officer, 40%; Chief Financial Officer, 40%; Chairman, 40%; President, 40% and Executive Vice President, 40%. The payout continues to increase as BEPS increases and there is no maximum payout for the target bonus. The BEPS level for 100% payout of the TIA is equal to $0.60 per share. The Company’s BEPS as adjusted for bonus purposes was $0.90 for the year ended December 31, 2010 and $0.58 for the year ended December 31, 2009. Any incentive compensation earned under this plan is paid during February of the following year.

EX-10.14

Exhibit 10.14

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

EYELEVEL INTERACTIVE, LLC

LICENSE AND DISTRIBUTION AGREEMENT

(FRACTIONAL FRANCHISE OFFERING)

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

TABLE OF CONTENTS

1.	DEFINITIONS	1
2.	GRANT OF RIGHTS AND LICENSE	1
3.	[*]	2
4.	CUSTOMER PROTECTIONS	2
5.	CUSTOMER RESTRICTIONS	3
6.	TERM AND RENEWAL	3
7.	TRAINING AND SUPPORT	5
8.	COMMENCEMENT OF BUSINESS	6
9.	ADVERTISING & MARKETING	6
10.	OPERATING STANDARDS	8
11.	MINIMUM PERFORMANCE REQUIREMENTS	10
12.	FEES	10
13.	EMPLOYEES	13
14.	RESTRICTIVE COVENANTS	13
15.	LICENSEE’S OTHER RESPONSIBILITIES	15
16.	INSPECTION AND AUDIT	17
17.	INTELLECTUAL PROPERTY	18
18.	INDEMNITY	20
19.	TRANSFERS	21
20.	TERMINATION	22
21.	POST-TERM OBLIGATIONS	23
22.	DISPUTE RESOLUTION	25
23.	REPRESENTATIONS AND ACKNOWLEDGEMENTS	25
24.	GENERAL PROVISIONS	28

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ATTACHMENTS

ATTACHMENT “A”	Definitions
ATTACHMENT “B”	Products
ATTACHMENT “C”	Territory
ATTACHMENT “D”	Exclusive Customers
ATTACHMENT “E”	Intellectual Property Usage Guidelines
ATTACHMENT “F”	Confidentiality and Nonsolicitation Agreement
ATTACHMENT “G”	Sample General Release
ATTACHMENT “H”	Software Enhancements
ATTACHMENT “I”	Master Licensor Agreement

ii

LICENSE AND DISTRIBUTION AGREEMENT

This License and Distribution Agreement (this “Agreement”) is entered into this [4^th] day of [January], 2011 (the “Effective Date”) between EYELEVEL INTERACTIVE, LLC, a Georgia limited liability company (“Licensor”) and Superior Uniform Group, Inc., a Florida corporation (“Licensee” or “Distributor”). Licensor and Distributor may be referred to herein as a “Party” or collectively as the “Parties.”’

1. DEFINITIONS.

Capitalized terms used in this Agreement are defined either in the body of this Agreement or in ATTACHMENT “A”. For capitalized terms that are defined in the body of this Agreement, ATTACHMENT “A” lists the Sections of this Agreement in which such terms are defined.

2. GRANT OF RIGHTS AND LICENSE.

Licensor hereby grants Distributor the right and license to market, promote, sell and distribute all garments offered by Licensor that feature removable panels or other devices that display artwork, text or other images through any passive or active means (such as conventional printing or electronically controlled display means) (collectively, the “Products”) using the Intellectual Property solely within the geographic area identified in ATTACHMENT “C” (the “Territory”). Products also includes all mechanisms for electronic interaction with the garments, including, but not limited to, scan enabled codes and RFID technology. All Products offered by Licensor now or in the future shall be listed in ATTACHMENT “B”, as such list may be amended by Licensor from time to time in accordance with this Agreement. Distributor’s right to market, promote and sell Products in certain foreign countries that comprise the Territory is subject to the restrictions of Section 17.5. Except as otherwise provided in this Agreement, the rights and licenses granted to Distributor in this Section 2 are non-exclusive, meaning that Licensor and its Authorized Distributors shall have the unrestricted right to market, promote and sell Products and interactive mechanisms using the Intellectual Property in the Territory.

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3. [*]

4. CUSTOMER PROTECTIONS.

4.1 Exclusive Rights. Distributor has the exclusive right and license to market and sell Products to Exclusive Customers, meaning that during the Term, and renewal term, Licensor shall not: (i) directly solicit or sell Products to any Exclusive Customer; or (ii) knowingly permit any Authorized Distributor to solicit or sell Products to any Exclusive Customer. Licensor agrees to take commercially reasonable steps to notify all of its Authorized Distributors of the identity of Exclusive Customers and to include in Licensor’s agreement with each Authorized Distributor a term stating that it is a material breach of the Agreement for the Authorized Distributor to solicit business from Distributor’s Exclusive Customers after being notified of the identity of Distributor’s Exclusive Customers. In the event that Licensor learns of an Authorized Distributor selling or soliciting to sell Products to one of Distributor’s Exclusive Customers, Licensor shall immediately notify said Authorized Distributor to cease and desist from such solicitation. In the event that said Authorized Distributor fails to cease and desist immediately, Licensor will: (i) subject to any applicable franchise relationship or distributor relationship laws, immediately terminate its distribution agreement with such Authorized Distributor in accordance with the terms thereof; (ii) cease to provide Products to said Authorized Distributor; and (iii) pursue an infringement action against such Authorized Distributor if the Authorized Distributor continues to offer or sell Products following the termination of the distribution agreement.

4.2 Qualification as an Exclusive Customer. An “Exclusive Customer” includes both “Tier 1” Exclusive Customers and “Tier 2” Exclusive Customers. A “Tier 1” Exclusive Customer is [*] Distributor’s customers acquired after the Effective Date will be added to the list of Exclusive Customers. A “Tier 2” Exclusive Customer is [*] Notwithstanding the foregoing, [*].

4.3 Loss of “Exclusive Customer” Status. An Exclusive Customer may lose its status as an “Exclusive Customer,” in which case Licensor and its Authorized Distributors shall immediately thereafter be permitted to solicit and sell Products to such customer. A Tier I Exclusive Customer will lose its status as an “Exclusive Customer” only in the following situations:[*]. A Tier 2 Exclusive Customer will lose its status as an “Exclusive Customer” only in the following situations [*].

4.4 No Interference by Licensor. Licensor agrees that it shall not knowingly interfere with any contractual relationship between Distributor and a Customer by offering to directly sell Products to such Customer.

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5. CUSTOMER RESTRICTIONS.

Except as provided below, Distributor may only market, promote and sell Products to Customers who are the end-users of the Products. Distributor may not sell Products to distributors or other businesses for resale. This restriction does not apply to any entity that acts as a distributor of uniforms to an Exclusive Customer, provided that (i) the entity is not established by, or established pursuant to instructions or recommendations from, Distributor; (ii) Distributor notifies Licensor of such proposed arrangement and obtains Licensor’s approval, which shall not be unreasonably withheld or delayed; and (iii) the distributor shall not be considered a Customer or an Exclusive Customer for purposes of this Agreement. Licensor may require that Distributor obtain written acknowledgements from all Customers that they are purchasing Products for their own use and not for resale. Notwithstanding the foregoing, Distributor may, if authorized by a separately executed Manufacturing Agreement between Licensor and Distributor, sell Products to Licensor and Authorized Distributors in accordance with the terms of the Manufacturing Agreement. Distributor may not solicit or sell Products to any customer that Licensor identifies as an “exclusive customer” of another Authorized Distributor. Distributor may only sell Products to Customers who maintain a place of business that is physically located within the Territory.

6. TERM AND RENEWAL.

6.1 Generally. The term of this Agreement will begin on the Effective Date and expire three (3) years and 180 days after the Effective Date (the “Term”). Distributor may renew this Agreement for additional three (3) year renewal terms as long as Distributor meets the conditions for renewal specified below. Except as provided in Section 21.1, Distributor will have no further right to market, promote or sell Products following the expiration of the final renewal term unless Licensor grants Distributor additional distribution rights in Licensor’s sale discretion.

6.2 Renewal Requirements. In order to renew this Agreement, Distributor must: (i) notify Licensor in writing of Distributor’s desire to renew not less than 90 days nor more than 180 days before the expiration of the Term or renewal term, as applicable; (ii) not be in default under this Agreement or any Manufacturing Agreement with Licensor at the time Distributor sends the renewal notice or the time the renewal term begins; (iii) sign a Mutual General Release in which Licensor and Distributor release each other from all known or unknown claims arising under this Agreement, except for claims under provisions which survive termination of this Agreement; (iv) sign Licensor’s then current form of License and Distribution Agreement that Licensor uses in granting distribution rights to Similarly Situated Authorized Distributors as of beginning of the renewal term, except that the provisions of Section 3, Section 4, Section 12 and Section 14 shall be incorporated into each renewal agreement; and (v) take any additional action that Licensor reasonably requires.

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6.3 Interim Term. If this Agreement is not renewed and the Parties continue to accept the benefits of this Agreement after it expires, then this Agreement will, after the expiration of the Sell-Off Period described in Section 21.1, be continued on a month-to-month basis (the “Interim Term”) until either Party provides the other Party with 30 days’ prior written notice of the Party’s intention to terminate the Interim Term. In such case, each Party’s obligations will remain in full force and effect during the Interim Term as if this Agreement had not expired, and all obligations and restrictions imposed on a Party upon the expiration or termination of this Agreement will be deemed to take effect upon the termination of the Interim Term.

6.4 Insolvency of Licensor or Termination of a Master License Agreement. To protect Distributor from any harm or damages that may result (a) in the event that Licensor files a voluntary petition in bankruptcy or any pleading seeking any reorganization, liquidation, dissolution, assignment for the benefit of creditors, composition or other settlement with creditors under any law, or Licensor becomes the subject of an involuntary bankruptcy (which mayor may not be enforceable under the Bankruptcy Code) and as a result, Licensor is unable to fulfill its obligations under this Agreement, or (b) from the termination of any Master Licensor Agreement (defined below) entered into between Licensor and PANELVISION, LLC (“PANELVISION”) due to Licensor’s uncured material default, PANELVISION and Distributor shall concurrently herewith enter into an “Agreement” and a separate “License and Distribution Agreement” that is attached to such Agreement (collectively, the “Master Licensor Agreements”). A true and correct copy of the Master Licensor Agreements are attached hereto as Exhibit I. Licensor shall fully support the Master Licensor Agreements, and shall not object or otherwise interfere with the PANELVISION’s or Distributor’s rights and obligations thereunder.

6.5 Rights of Distributor Upon Bankruptcy or Insolvency of Licensor and/or PANELVISION. The provisions of paragraphs 6.6 through 6.7 shall apply.

6.6 Licensor and Distributor acknowledge and agree that the Intellectual Property defined herein constitutes “Intellectual Property” as defined under Section 101 (35A) of the Bankruptcy Code. Licensor and Distributor further acknowledge and agree that the failure by Licensor to perform under this Agreement shall constitute a material breach of this Agreement, excusing Distributor from any obligations to perform under this Agreement. Licensor shall, upon written request, provide to Distributor the Intellectual Property which is held by or on behalf of Licensor.

6.7 In the event that this Agreement is rejected under Section 365 of the Bankruptcy Code, Distributor shall be entitled, at its sole discretion, to elect to retain all of the protections afforded to intellectual property licensees under 11 U.S.C. § 365(n), and to provide such Intellectual Property to any agents or third parties notwithstanding any non-disclosure or exclusivity provisions in this Agreement or the Master Licensor Agreement. In the event that Licensor files a voluntary petition in bankruptcy or any pleading seeking any Reorganization, liquidation, dissolution, assignment for the benefit of creditors, composition or other settlement with creditors under any law, or Licensor becomes the subject of an involuntary bankruptcy (which may or may not be enforceable under the Bankruptcy Code), Distributor shall be deemed

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to be a licensee under this Agreement and shall have all of the rights and remedies of a licensee hereunder and thereunder for purposes of II U.S.C. § 365(n), including without limitation, the right, upon the rejection of this Agreement in any case filed under the Bankruptcy Code with respect to Licensor, to treat this Agreement as terminated, or to retain Distributor’s rights under this Agreement, and under any agreements supplemental to this Agreement with respect to such rights (including any embodiment of the rights to the extent protected by applicable non-bankruptcy law), as such rights existed immediately before the Licensor’s bankruptcy case commenced. If Distributor elects to retain such licensed rights under this Agreement then Distributor may exercise such licensed rights in accordance with the terms and conditions of this Agreement. Nothing contained herein shall limit any other rights provided to Licensee under the Bankruptcy Code, including Section 365(n) thereof.

Except as otherwise permitted by this Section 6 and Section 21.1, Distributor has no right to continue to market, promote or sell Products following the expiration of the Term.

7. TRAINING AND SUPPORT.

7.1 Initial Training Program. For no additional charge, Licensor agrees to provide an initial training program for all of Distributor’s officers and employees designated by Distributor who will be involved with the marketing, promotion and/or sale of Products. The initial training program shall be provided at Distributor’s headquarters at a mutually convenient time and shall last a minimum of two (2) days. The initial training program shall be designed to educate Distributor’s officers and employees about the features of the Products and related technology. The initial training program shall also address the marketing and promotion of Products as well as any other topics that Licensor deems necessary or appropriate in its commercially reasonable judgment. Distributor is solely responsible for all food, lodging and travel costs that Distributor’s officers and employees incur while attending the initial training program.

7.2 Periodic Training. From time to time, Licensor may conduct refresher or additional training courses for Distributor’s officers and employees designated by Distributor. Attendance at these training programs is mandatory. Licensor will not charge Distributor any fee to attend these mandatory training courses. Distributor is solely responsible for all food, lodging and travel costs that Distributor’s officers and employees incur while attending these training courses.

7.3 Additional Assistance. Upon Distributor’s written request, Licensor or its representative will provide additional assistance or training at a mutually convenient time. If Licensor provides the additional assistance or training at a location designated by Distributor, Licensor may charge Distributor a fee of: (i) [*] that a qualified “executive level” director or officer provides assistance or training at Distributor’s designated location; or (ii) [*] that any other qualified representative of Licensor provides assistance or training at Distributor’s designated location. Notwithstanding the foregoing, Licensor agrees that it will provide [*] of training and/or assistance by one or more “executive level” directors or officers at Distributor’s

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designated location without additional charge, except for the reasonable travel and living expenses associated with providing the assistance or training. Distributor is solely responsible for all travel and living expenses that Distributor’s officers and employees incur. The additional assistance fee covers all travel and living expenses incurred by the individual providing the assistance or training. The additional assistance fee will be invoiced on a monthly basis for all assistance and training provided during the prior month. The additional assistance fee is due ten (10) days after invoicing.

7.4 General Guidance. Licensor or its representatives will be available at any time during normal business hours to provide Distributor with guidance and recommendations with respect to the marketing, promotion and sale of Products.

8. COMMENCEMENT OF BUSINESS.

Distributor must enter into its first Supply Contract or obtain at least one purchase order for Products within 180 days after the Effective Date. If Distributor intends to manufacture Products pursuant to a Manufacturing Agreement but Distributor is not in a position to deliver manufactured Products to Customers in accordance with the terms of the Supply Contract or any purchase order before the expiration of the 180 day period, Licensor shall arrange for Distributor to be able to purchase Products from Licensor or another authorized manufacturer at wholesale prices for a reasonable period of time to enable Distributor to fulfill such Products orders. Distributor may not begin marketing, promoting or selling Products before: (i) Distributor’s officers and employees complete the initial training program; (ii) Distributor purchases all required insurance; and (iii) Distributor obtains all required licenses, permits and other governmental approvals.

9. ADVERTISING & MARKETING.

9.1 Marketing Fund. Recognizing the value of uniform advertising and promotion to the goodwill and public image of the Marks, Licensor will establish and maintain a marketing fund. Licensor will deposit at least 3% of the royalty fees and marketing fees that it receives from Distributor and other Authorized Distributors on an annual basis into the marketing fund. The marketing fund will be used for marketing, advertising, sales promotion and promotional materials, public and consumer relations, publicity, and any other programs that Licensor deems necessary or appropriate (“Marketing Campaigns”). Licensor has sole discretion in determining the content, concepts, materials, media, endorsements, frequency, placement, location and all other matters pertaining to any Marketing Campaign. Licensor will not use marketing fund fees to defray any of Licensor’s general operating expenses, except for such reasonable salaries, administrative costs and overhead as Licensor may incur in activities reasonably related to the administration of the marketing fund and the Marketing Campaigns (which may include, without limitation: conducting market research, preparing and conducting television, radio, magazine, billboard, newspaper and other media programs and activities and employing advertising agencies, and paying for the preparation and distribution of marketing materials and financial accountings of the operation of the marketing fund). Unless otherwise agreed to by Distributor in

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its commercially reasonable discretion, Licensor on an annual basis will use reasonable efforts to expend monies from the marketing fund equal to the amount of the annual contribution. Any excess amount will be carried over and applied in the following calendar year. Any surplus of funds in the marketing fund may be invested and Licensor may lend money to the marketing fund if there is a deficit. The marketing fund is not a trust and Licensor has no fiduciary obligations to Distributor with respect to Licensor’s administration of the marketing fund. Upon request, Licensor will provide Distributor with an accounting of contributions into and disbursements from the marketing fund demonstrating compliance with this Section.

9.2 Other Marketing Assistance. Licensor will provide Distributor with its suggested marketing plan for the marketing and promotion of Products. On an annual basis, Distributor shall develop a customized marketing plan for the ensuing 12 month period. Licensor must review and approve Distributor’s annual marketing plan. Licensor will create and make available to Distributor advertising and other marketing materials. Licensor may make these materials available over the Internet (in which case there will be no fee but Distributor must arrange for printing the materials and paying all printing costs). Alternatively, Licensor may sell the advertising or marketing materials directly to Distributor or may enter into relationships with third party suppliers who will create the advertising or marketing materials for Distributor’s purchase. Licensor will provide reasonable marketing consulting, guidance and support throughout the Term and any renewal term on an as needed basis.

9.3 Approval of Advertising Involving Distributor or its Marks. Before Licensor uses them, Distributor must approve all advertising, press releases and promotional materials that Licensor creates that displays and/or refers to (i) the Distributor’s name or marks or (ii) the name or marks of the Distributor’s Exclusive or active Customers, including any website that Licensor maintains; provided, however, that Distributor’s approval right shall only apply to the section or sections of Licensor’s website that include the name or marks of Distributor and/or Distributor’s Exclusive Customers. Distributor will be deemed to have approved the materials if Distributor fails to issue its disapproval within 14 days after receipt. Licensor may not use any advertising or promotional materials that Distributor has disapproved.

9.4 Distributor’s Marketing Activities.

(a) Generally. Distributor must spend, on an annual basis, at least 1.5% of Distributor’s Gross Sales on advertising, marketing and promotion of the Products. Licensor must approve all such advertising in accordance with Section 9A(c). Distributor agrees to participate at Distributor’s own expense in all advertising, promotional and marketing programs that Licensor and Distributor may mutually agree to from time to time. If Distributor fails to spend at least 1.5% of its Gross Sales during the first year of the Term, the difference between 1.5% of Gross Sales and the actual amount spent on advertising during the first year of the Term shall be added to the minimum required advertising expenditure for the second year. If Distributor fails to spend the minimum required amount on advertising during the second or any subsequent year, Distributor shall pay to Licensor the difference between the minimum required expenditure on advertising and the actual amount spent on advertising during the applicable year and Licensor shall deposit any such amount into the marketing fund.

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(b) Standards for Advertising. All advertisements and promotions that Distributor creates or uses must be completely factual and ethical and comply with all federal, state and local laws. Distributor must ensure that its advertisements and promotional materials do not infringe upon the intellectual property rights of others.

(c) Approval of Advertising. Before Distributor uses them, Licensor must approve all advertising and promotional materials that Licensor did not prepare or previously approve (including materials that Licensor prepared or approved and Distributor modifies), including any website that Distributor maintains that displays the Products and/or refers to the Marks. Licensor will be deemed to have approved the materials if Licensor fails to issue its disapproval within 14 days after receipt. Distributor may not use any advertising or promotional materials that Licensor has disapproved. Licensor reserves the right to disapprove of any method or channel of marketing in its commercially reasonable discretion. Except for any announcements or filings required by the Federal securities laws, Distributor may not engage in any press releases, interviews or publicly broadcasted discussions pertaining to the Products without Licensor’s prior approval.

(d) Approval of Artwork. Distributor acknowledges and agrees that all artwork to be displayed on the Products for a particular Customer must be reviewed and approved in accordance with Section 10.4.

(e) Publicity. Notwithstanding anything in this Agreement to the contrary, Distributor may make any public release or announcement relating to transactions contemplated hereby and may disclose any terms of this Agreement: (i) that in the judgment of Distributor is required by any federal, state, municipal, county, local, foreign or other statute, law, ordinance, rule or regulation (collectively “Laws”) or with any order, writ, injunction, judgment, plan or decree (collectively “Orders”) of any court, arbitrator, department, commission, board, bureau, agency, authority, instrumentality or other body, whether federal, state, municipal, county, local, foreign or other or the rules or regulations of any U. S. securities exchange; (ii) as required for financial reporting purposes; and (iii) to its accountants, attorneys, and other professional advisors and as otherwise necessary in connection with the ordinary conduct of its business.

10. OPERATING STANDARDS.

10.1 Generally. Distributor agrees to perform its obligations under this Agreement: (i) in a manner that will promote the goodwill of the Marks; and (ii) in full compliance with Licensor’s standards and all other terms of this Agreement and the Operating Procedures.

10.2 Operating Procedures. Licensor and Distributor shall cooperate with one another to develop an initial set of operating procedures (the “Operating Procedures”) within 360 days after the Effective Date. The Operating Procedures may include policies and procedures for the marketing and sale of Products as well as customer service standards. Distributor agrees to

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comply with the Operating Procedures with respect to the performance of its obligations under this Agreement. The Operating Procedures shall be considered confidential and proprietary and may not be disclosed to third parties without Licensor’s prior approval. Licensor can make reasonable modifications to the Operating Procedures at any time. The modifications will become binding 30 days after Licensor sends Distributor notice of the modification. All mandatory Operating Procedures (whether they are included now or in the future) become part of this Agreement as if fully set forth herein. To the extent there is any inconsistency between this Agreement and the Operating Procedures, this Agreement will control.

10.3 Products. Distributor may offer and sell any or all of the Products that are listed in ATTACHMENT “B” from time to time. For purposes of clarity, the Parties agree that Distributor shall not be obligated to offer and sell any Products that Distributor chooses not to offer and sell. Licensor must add to ATTACHMENT “B” all Products it authorizes other Similarly Situated Authorized Distributors to sell, and Licensor may not delete from ATTACHMENT “B” any Products that Licensor continues to authorize other Similarly Situated Authorized Distributors to sell. Otherwise, Licensor may add, modify or delete Products by unilaterally amending the list of Products in ATTACHMENT “B”, except that Licensor shall permit Distributor to continue to sell any deleted Products Distributor has shipped to a Customer within the past six (6) months, or has outstanding orders pending, for a period of 12 months following deletion of the Products. Licensor’s addition, modification or deletion of one or more Products shall not constitute a termination of the relationship or this Agreement. Licensor agrees that Distributor shall have the right to market, promote and sell all products that other Similarly Situated Authorized Distributors are permitted to market, promote and sell. At any time, Licensor may inspect Distributor’s inventory of Products to ensure they conform to Licensor’s specifications and high quality standards. Distributor shall immediately cease offering or selling any Products manufactured by Distributor that Licensor reasonably determines do not meet such specifications or quality standards.

10.4 Approval of Artwork. Distributor agrees to obtain prior approval from Licensor or its designated affiliate of all artwork to be displayed on Products panels. Licensor or its designated affiliate may also own various artwork that may be purchased by Customers for display on Product panels. The limited purpose of the review of artwork submitted by Customers is to ensure the marketing campaign system is uniformly administered, to ensure the formatting is correct and to enable Licensor or its designated affiliate to manage the schedule for when each marketing campaign will run. In no event does Licensor or its designated affiliate undertake any affirmative obligation or duty to ensure the artwork does not infringe on the intellectual property rights of third parties.

10.5 Software. At any time, Licensor may develop proprietary software that must be used by Authorized Distributors for purposes of enabling Licensor to administer its distribution system and collect data regarding the marketing and sale of Products. If this occurs, Distributor agrees to enter into a license agreement with Licensor (or an affiliate of Licensor) provided that Distributor shall not be required to pay any additional fees for the software license or support. The terms of the license agreement will govern the terms pursuant to which Distributor may

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utilize this software. Licensor also reserves the right to enter into a master software license agreement with a third party licensor and then sublicense the software to Distributor, provided that Distributor shall not be required to pay any additional fees for such sublicense.

10.6 Software Enhancements. Licensor will develop, test and implement the software enhancements listed in ATTACHMENT “H”. These enhancements, and any additional enhancements developed by Licensor and relating to the distribution of Products will be made available for sale by Distributor and will be provided at no additional licensing fee to Distributor during the Term and any renewal term, whether offered by Licensor or any affiliate of Licensor.

10.7 Customer Complaints. If Distributor receives a customer complaint, Distributor agrees to follow the complaint resolution process that Licensor specifies in order to protect the goodwill associated with the Marks.

10.8 Manufacture of the Products: The Parties agree that the Distributor may, [*].

For purposes of this Agreement, “Manufacturing Costs” means Distributor’s [*] in accordance with generally accepted accounting principals (GAAP) to manufacture [*]. The manufacturing fee is due and payable on the 15th day of each month for each Product for which the assembly, packaging and labeling process was completed during the immediately preceding month.

11. MINIMUM PERFORMANCE REQUIREMENTS.

Distributor is required to achieve the following minimum sales requirements: (i) $[*] in Gross Sales during the Term of this Agreement; and (ii) an additional $[*] in Gross Sales during each year in each renewal term. Licensor shall not be permitted to terminate this Agreement solely due to Distributor’s failure to meet these minimum sales requirements but Licensor may prohibit Distributor from entering into a renewal term if Distributor fails to meet these minimum sales requirements. Notwithstanding the foregoing, Distributor may terminate this Agreement upon 30 days advance written notice to Licensor if Distributor does not generate: (i) at least $[*] in Gross Sales in the first [*] of the Term; or (ii) at least $[*] in Gross Sales in the first 30 months of the Term. Notwithstanding any other provision in this Agreement, if this Agreement is terminated under this Section 11, Distributor is released from all further performance or payment obligations other than payment of any remaining installment of the License Fee for the Term and any obligations that survive the termination or expiration of this Agreement. The Parties agree to cooperate in good faith to allow Distributor to withdraw from the business without injury to any of its Customers.

12. FEES.

12.1 License Fee.

(a) Generally. Distributor agrees to pay Licensor a “License Fee” of: (i) $[*] in cash plus the issuance to Licensor of 360,000 warrants to acquire Superior Uniform Group, Inc. common stock at the closing price as quoted on NASDAQ or the book value per share,

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whichever is higher, as of the Effective Date; and (ii) $[*] for each year of each renewal term. The cash portion of the License Fee described in clause “i” shall be paid according to the following schedule: (i) $[*] on the Effective Date; and (ii) $[*] when the Distributor achieves $[*] in Gross Sales. The warrants described in clause “i” shall be issued on the Effective Date. The license fees for any renewal term shall be paid on the first day of the renewal term and thereafter annually on each anniversary of the first day of the renewal term. Each license fee payment is nonrefundable.

(b) Preferred Pricing. Licensor agrees that in no case shall Licensor charge any other Similarly Situated Authorized Distributor a License Fee: (i) that averages less than $[*] per month over the first 42 months of the term; or (ii) that averages less than $[*] per month over the remaining months of the term and any renewal term. In the event Licensor breaches this covenant, Licensor, as Distributor’s sole remedy, shall be obligated to promptly pay to Distributor an amount equal to the difference between the minimum average monthly License Fee described in the preceding sentence and the actual average monthly License Fee charged to the Similarly Situated Authorized Distributor for the applicable period of time.

12.2 Royalty Fee.

(a) Generally. In addition to the License Fee, Distributor shall pay Licensor a monthly Royalty Fee equal to [*]% of Gross Sales for the immediately preceding month of operation (the “Earned Royalties”). Notwithstanding the foregoing, Distributor agrees to pay Licensor a “Minimum Guaranteed Royalty Fee” equal to: $[*] for the Term of this agreement; (iii) an additional $[*] for each year of each renewal term. Each period referenced in the preceding sentence, including the initial 18 month period, the remainder of the Term, and each renewal term, shall be referred to as a “Measuring Period.” Accordingly, within 45 days after the expiration of each Measuring Period, Distributor shall pay Licensor the shortfall, if any, between the applicable “Minimum Guaranteed Royalty Fee” for such Measuring Period and the total Earned Royalties paid for such Measuring Period. If the Earned Royalties exceed the Minimum Guaranteed Royalty Fee for any given Measuring Period, the difference between the Earned Royalties and the Minimum Guaranteed Royalty Fee shall not be credited against the Minimum Guaranteed Royalty Fee for any subsequent Measuring Period.

(b) Due Date. The Royalty Fee is due and payable on the later of 15 days after the end of the month of operation for which the royalty fee is paid or the first business day thereafter.

(c) Calculating Gross Sales. The term “Gross Sales” means all gross sums invoiced by Distributor from the sale of all Products listed in ATTACHMENT “B”. “Gross Sales” does not include: (i) refunds, credits and allowances actually made or allowed to Customers for returned Products; (ii) customary trade discounts (including anticipations) afforded to and actually taken by Customers against payment for Products; (iii) any sales or use taxes that Distributor pays to a government agency based on sales of Products; or (iv) any freight charges billed to the Customer. Any Gross Sales that are reported for a given accounting period

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that are later refunded or credited after the payment of the royalty fee will be credited against future payments owed by Distributor. If in any month Distributor receives revenues from a Product sale (or sends an invoice for a Product sale) in a currency other than U.S. Dollars, then at the end of such calendar month, Distributor shall calculate the U.S. Dollar equivalent by applying a conversion rate that is computed using the mid-range rates as quoted by Reuters and other sources as published in the Wall Street Journal on the last business day of such calendar month. The U.S. Dollar equivalent calculated in accordance with the preceding sentence shall be used for calculating and reporting Gross Sales.

12.3 Other Fees and Payments. Distributor agrees to pay all other fees, expense reimbursements and other amounts specified in this Agreement in a timely manner as if fully set forth in this Section 12. Distributor also agrees to promptly pay Licensor an amount equal to all taxes levied or assessed against Licensor based upon goods or services that Distributor sells or based upon goods or services that Licensor furnishes to Distributor (other than income taxes and Value Added Taxes that are imposed on Licensor for amounts paid by Distributor under this Agreement).

12.4 Late Fee. If any sums due under this Agreement have not been received by Licensor when due, then, in addition to those sums, Distributor must pay Licensor interest on the amounts past due at the rate equal to the lesser of: (i) 2% over the prime rate of interest per month, compounded, as established by JP Morgan Chase on the date such sums were due; or (ii) the highest rate permitted by applicable law. Notwithstanding the foregoing, Licensor shall not impose a late fee with respect to any sum due that is contested in good faith by Distributor provided that the Parties resolve the issue and Distributor pays the agreed upon amount within 45 days after the initial due date. Distributor acknowledges that this Section 12.4 shall not constitute Licensor’s agreement to accept the late payments after same are due, or a commitment by Licensor to extend credit to Distributor.

12.5 References to Dollar Amounts. All references to dollar amounts in this Agreement shall refer to United States dollars. All amounts that are payable to Licensor under this Agreement shall be paid in U.S. Dollars.

12.6 Method of Payment. All amounts Distributor must pay to Licensor shall be paid by wire transfer in United States Dollars through a financial institution approved by Licensor. Distributor is responsible for all costs associated with each wire transfer.

12.7 Withholdings for Taxes. Except to the extent provided in this Section, any amount that Distributor must pay to Licensor shall be paid without withholding or deduction for or on account of any taxes, duties, assessments, fees or other governmental charges imposed or levied by or on behalf of any jurisdiction within the Territory or any political subdivision or taxing authority therein, except that Distributor shall withhold and pay by their due date all taxes, if any, which are required to be withheld and paid by Distributor under the applicable law of the jurisdiction from which payment is made by Distributor to Licensor (collectively, the “Local Taxes”). If Distributor is required to withhold Local Taxes, Distributor shall provide Licensor

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with evidence of payment of all Local Taxes withheld and any other documentation that Licensor requires in order to receive the appropriate tax credit. If any Local Taxes withheld by Distributor are not creditable by Licensor for U.S. federal income tax purposes, Distributor shall pay to Licensor such additional amounts as may be necessary to ensure that any net payment received by Licensor after such withholding of Local Taxes is equal to the amount that Licensor would have received had no such withholding been required.

12.8 Financial Covenants and Letter of Credit. During the Term and each renewal term, within 45 days of the end of any calendar quarter and within 60 days of the end of a calendar year, Distributor will provide Licensor with a Consolidated Balance Sheet dated at the end of each such period. In the event the net worth of the Distributor falls below $25,000,000, Distributor shall be required to obtain and deliver to Licensor a standby letter of credit issued in favor of Licensor by a financial institution that is located in the United States equal to the applicable Minimum Guaranteed Royalty Fee for the then current Measuring Period. Thereafter, if Distributor’s net worth again exceeds $25,000,000 as reflected on a subsequently delivered Consolidated Balance Sheet, Distributor may terminate the standby letter of credit (subject to reinstatement if Distributor’s net worth again drops below $25,000,000).

12.9 Application of Payments. Licensor shall have sole discretion to apply any payments from Distributor to any of Distributor’s past due indebtedness or in any other manner Licensor feels appropriate, with the exception of disputed amounts.

13. EMPLOYEES.

Distributor shall hire, train, and supervise honest, reliable, competent and courteous employees who will market, promote and sell Products. Distributor must pay all wages, commissions, fringe benefits, worker’s compensation premiums and payroll taxes (and other withholdings required by law) due for its employees. These employees are Distributor’s employees and not Licensor’s employees. Distributor may give its employees only the minimum amount of information regarding the Operating Procedures that is necessary to enable them to perform their assigned tasks. Distributor must ensure that its employees do not make or retain any copies of the Operating Procedures. Licensor does not control the day to day activities of Distributor’s employees or the manner in which they perform their assigned tasks. Licensor also does not control the hiring or firing of Distributor’s employees.

14. RESTRICTIVE COVENANTS.

14.1 Confidential Information. Each Party agrees: (i) that it will not use the other Party’s Confidential Information in any business or capacity other than the marketing, promotion and sale of Products pursuant to this Agreement; (ii) it will maintain the confidentiality of the other Party’s Confidential Information at all times; (iii) it will not make unauthorized copies of documents containing any of the other Party’s Confidential Information; (iv) it will take all reasonable steps that the other Party requires from time to time to prevent unauthorized use or disclosure of the Confidential Information; and (v) it will stop using the other Party’s Confidential Information immediately upon the expiration, termination or assignment of this

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Agreement (except that if Distributor remains a Party to this Agreement following the assignment of Licensor’s interest to this Agreement, Distributor shall be permitted to continue to use the Licensor’s Confidential Information pursuant to the terms of this Agreement). Notwithstanding the foregoing, the Parties acknowledge that they may use and/or disclose the Confidential Information in any manner specifically authorized by this Agreement. Without limiting the generality of the foregoing, Distributor agrees that Licensor may disclose the names of its Exclusive Customers to all other Authorized Distributors only for purposes of implementing the protections afforded to Distributor in Section 4; provided that Licensor may not identify any of Distributor’s Exclusive Customers as customers of Distributor.

14.2 Confidentiality Agreements. Each Party must ensure that all of its owners, officers, directors, partners, members, employees, independent contractors and other persons associated with that Party or its business operations who may have access to the other Party’s Confidential Information sign and deliver to the other Party a Confidentiality Agreement before having access to the other Party’s Confidential Information. Each Party must use reasonable efforts to ensure that these individuals comply with the terms of the Confidentiality Agreements and must immediately notify the other Party of any breach that comes to a Party’s attention. Each Party agrees to reimburse each Party for all reasonable expenses that the other Party incurs in enforcing a Confidentiality Agreement, including reasonable attorneys’ fees and court costs.

14.3 No Reverse Engineering. Distributor may not at any time modify, translate, disassemble, reverse compile or otherwise reverse engineer the Products without the express written consent of Licensor, which consent may be withheld in Licensor’s sole discretion. The foregoing restriction shall not apply in any situation involving a lawsuit brought by a third party against Distributor where such actions are necessary for Distributor to prosecute or defend a claim, provided that (i) Distributor notifies Licensor in writing prior to taking any such actions; and (ii) Distributor may not use any information or knowledge obtained through such actions for any purpose other than prosecuting or defending the claim.

14.4 Unfair Competition During Term. Distributor agrees not to unfairly compete with Licensor and its other Authorized Distributors during the Term or any renewal term by directly or indirectly engaging in any of the following activities (“Prohibited Activities”): (i) designing, developing, manufacturing or distributing uniforms or other clothing items (other than the Products distributed under this Agreement and manufactured under a Manufacturing Agreement) that feature removable or digital panels and interactivity with respect to the panels (“Competitive Products”); (ii) owning, operating or having any other interest (as an owner, partner, director, officer, employee, manager, consultant, shareholder, creditor, representative, agent or in any similar capacity) in any business (other than an Authorized Distributor or manufacturer licensed by Licensor to manufacture Products) that designs, develops, manufactures or distributes Competitive Products; (iii) inducing or attempting to induce any customer who has purchased or is considering purchasing Products to purchase Competitive Products from another company that is not an Authorized Distributor; or (iv) inducing or attempting to induce any of Licensor’s employees or managers (or the employees or managers of Licensor’s affiliates or Authorized Distributors) to leave their position. Licensor agrees not to

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unfairly compete with Distributor during the Term or any renewal term by directly or indirectly inducing or attempting to induce any of Distributor’s employees or managers (or the employees or managers of Distributor’s affiliates) to leave their position.

14.5 Unfair Competition After Term. During the Post-Term Restricted Period, Distributor agrees not to engage in any Prohibited Activities. If Distributor engages in a Prohibited Activity during the Post-Term Restricted Period, then the Post-Term Restricted Period shall be extended by the period of time during which Distributor engaged in the Prohibited Activity. For purposes of this Section, the “Post-Term Restricted Period” means a period of two (2) years after the expiration, termination or assignment of this Agreement; provided, however, that if a court of competent jurisdiction determines that the two-year Post-Term Restricted Period is too long to be enforceable, then the “Post-Term Restricted Period” means a period of one (1) year after the termination, expiration or assignment of this Agreement.

14.6 Breach of Covenants. The Parties agree that the failure of one Party to comply with the terms of this Section 14 may cause substantial and irreparable damage to the other Party (and in some situations, other Authorized Distributors) for which there is no adequate remedy at law. Therefore, the Parties agree that any violation of the terms of this Section 14 will entitle the non-breaching Party to injunctive relief. The non-breaching Party may apply for such injunctive relief, without bond, but upon due notice, in addition to such further and other relief as may be available at equity or law, and the breaching Party’s sole remedy, in the event of the entry of such injunction, will be the dissolution of such injunction, if warranted, upon hearing duly held (all claims for damages by reason of the wrongful issuance of any such injunction being expressly waived hereby). If a court requires the filing of a bond notwithstanding the preceding sentence, the Parties agree that the amount of the bond shall not exceed $1,000. None of the remedies available to the Parties under this Agreement are exclusive of any other, but may be combined with others under this Agreement, or at law or in equity, including injunctive relief, specific performance and recovery of monetary damages.

14.7 Corresponding Restrictive Covenants. Licensor shall include in all its licenses with other Authorized Distributors the same restrictive covenants as those in Paragraphs 14.3, 14.4, 14.5 and 14.6 herein.

15. LICENSEE’S OTHER RESPONSIBILITIES

15.1 Product Liability Insurance. Distributor agrees to obtain and maintain throughout the Term, each renewal term and the Sell-Off Period, and for a period of at least two (2) years after the sale of the last Product sold pursuant to this Agreement, product liability insurance in the minimum amount of $10,000,000 of primary and umbrella coverage. Distributor agrees to obtain this policy from an insurance carrier that is rated “A” or better by Alfred M. Best & Company, Inc. and that is licensed and admitted in the jurisdictions in which Distributor conducts business. The insurance policy must: (i) name Licensor (and Licensor’s members, officers, directors, and employees) as additional insured’s; (ii) contain a waiver by the insurance carrier of all subrogation rights against Licensor. The Distributor will provide the Licensor with

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at least 30 days prior written notice of the termination, expiration, cancellation or modification of the policy, except in the case of a termination for failure to pay the premium in which case the Distributor will provide the Licensor with a copy of any such notice of termination within three (3) business days of the receipt of the notice by the Distributor. Upon ten (10) days notice, Licensor may increase the minimum liability protection amount as of the renewal date of the policy, and require different or additional types of insurance at any time in its commercially reasonable discretion, including excess liability (umbrella) insurance, to reflect inflation, identification of special risks, changes in law or standards or liability, higher damage awards or other relevant changes in circumstances. If Distributor fails to maintain any required insurance coverage, Licensor has the right to obtain the coverage on Distributor’s behalf (which right shall be at Licensor’s option and in addition to Licensor’s other rights and remedies in this Agreement), and Distributor must promptly sign all applications and other forms and instruments required to obtain the insurance and pay to Licensor, within ten (l0) days after invoicing, all costs and premiums that Licensor incurs. Distributor agrees to provide Licensor evidence of coverage upon request, but in no event less frequently than on an annual basis.

15.2 Books and Records. Distributor agrees to prepare and maintain at its principal place of business complete and accurate books, records, accounts and tax returns pertaining to the marketing, promotion and sale of Products and that are sufficient to enable Licensor to verify Distributor’s compliance with the terms of this Agreement. Distributor shall maintain such records for a period of at least three (3) years or such longer period of time required by law. Distributor must maintain, and upon Licensor’s request furnish to Licensor by email, mail or facsimile, a written list of all of Distributor’s Customers who purchased Products from Distributor.

15.3 Reports. No later than the 15th day of each month, Distributor must prepare and provide to Licensor a monthly statement of: (i) Distributor’s Gross Sales for the prior month (calculated in conformity with Section 12.2(c), including reasonable detail regarding the method and manner by which Gross Sales were calculated); (ii) the number of Products sold and the prices charged for such Products; and (iii) Distributor’s expenditures on advertising required by Section 9.4 that were incurred during the prior month (which shall be accompanied by copies of receipts and/or internal reporting for such expenditures). Within 30 days after each anniversary of the Effective Date, Distributor must prepare and provide to Licensor an annual report that includes the following: (i) Distributor’s Gross Sales for the preceding 12 month reporting period (calculated in conformity with Section 12.2(c), including reasonable detail regarding the method and manner by which Gross Sales were calculated); (ii) any corrections to Gross Sales previously reported in any monthly report submitted during the preceding 12 month reporting period, whether due to Customer refunds or for any other reason; (iii) the number of Products sold during the preceding 12 month reporting period and the prices charged for such Products; (iv) a list of all countries into which Products were sold during the preceding 12 month reporting period; and (v) Distributor’s expenditures on advertising, marketing and promotion as required by Section 9.4 that were incurred during the preceding 12 month reporting period. The annual report shall be certified to be true and correct by Distributor’s Chief Financial Officer. Distributor also agrees to prepare and provide to Licensor all other reports that Licensor reasonably requires in the form and manner that Licensor requires.

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15.4 Referral Fees. If Distributor solicits a prospective customer but is unable to service the customer, Distributor may refer the prospective customer to Licensor or another Authorized Distributor to service the customer. Licensor agrees that Distributor shall have a first right of refusal for all referrals from Licensor; provided, however, that Distributor must notify Licensor whether it has elected to exercise its right of first refusal with respect to each referral within 14 days after Licensor notifies Distributor in writing of the referral. Likewise, Licensor and other Authorized Distributors may refer prospective customers to Distributor. Distributor agrees to use good faith efforts to attempt to establish mutually agreeable referral arrangements with Licensor and/or other Authorized Distributors for these purposes, including the payment of referral fees to be determined on a case-by-case basis. If Licensor refers a customer to Distributor, Distributor agrees to pay a quarterly referral fee, for the remainder of the Term and any renewal term, equal to 5% of Gross Sales generated by such customer for the immediately preceding three (3) months of operation. The referral fee shall be in addition to the royalty fee applicable to such Gross Sales. Any referral fee shall be paid in the same time and manner as the royalty fee.

15.5 Legal Compliance. Distributor must secure and maintain in force all required licenses, permits and regulatory approvals for the operation of Distributor’s business. Distributor shall operate and manage its business in full compliance with all applicable laws, ordinances, rules and regulations. Without limiting the generality of the foregoing, Distributor agrees not to export, directly or indirectly, any technical data acquired from Licensor in violation of United States export laws or regulations. Distributor must notify Licensor in writing within two (2) business days of the beginning of any action, suit, investigation or proceeding, or of the issuance of any order, writ, injunction, disciplinary action, award or decree of any court, agency or other governmental instrumentality, which may materially and adversely affect Distributor’s ability to perform its obligations under this Agreement.

16. INSPECTION AND AUDIT.

16.1 Inspections. To ensure compliance with this Agreement, Licensor and its representatives will have the right to evaluate Distributor’s operations and inspect or examine Distributor’s sales and expense records that reasonably relate to the marketing, promotion or sale of Products, but not more than once during any six (6) month period. Licensor’s inspection may include monitoring interactions with Customers and potential Customers and contacting Distributor’s employees who are involved with the marketing, promotion and/or sale of Products. Licensor must provide Distributor with at least two (2) business days advance notice of any inspection. During the course of Licensor’s inspection, Licensor and its representatives will use reasonable efforts to minimize their interference with the operation of Distributor’s business. Distributor agrees to cooperate with Licensor in conducting its inspection.

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16.2 Audit. Licensor has the right to have an independent audit made of Distributor’s sales and expense records that reasonably relate to the marketing, promotion or sale of Products” but not more than once during any 12 month period. Distributor agrees to fully cooperate with Licensor and any third parties that Licensor hires to conduct the audit. If an audit reveals an understatement of Gross Sales, Distributor agrees to immediately pay to Licensor any additional royalty fees that Distributor owes together with any late fee payable pursuant to Section 12.4. Each audit will be performed at Licensor’s cost and expense unless the audit: (i) is necessitated by Distributor’s failure to provide the information requested or to preserve records or file reports as required by this Agreement; or (ii) reveals an understatement of Gross Sales by at least 5% for the audit period, in which case Distributor agrees to reimburse Licensor for the cost of the audit, including, without limitation, reasonable accounting and attorneys’ fees and travel and lodging expenses that Licensor or its representatives incur. Any such reimbursement will be due ten (10) days after invoicing.

17. INTELLECTUAL PROPERTY.

17.1 Ownership and Use of Intellectual Property. Distributor acknowledge that: (i) Distributor’s right to use the Intellectual Property is derived solely from this Agreement; and (ii) Distributor’s right to use the Intellectual Property is limited to a license granted by Licensor to market, promote and sell Products during the Term pursuant to, and only in compliance with, this Agreement and the Operating Procedures. Distributor may not use any of the Intellectual Property in connection with the marketing, promotion or sale of any unauthorized product or service or in any other manner not expressly authorized by Licensor. Any material unauthorized use of the Intellectual Property may constitute an infringement of Licensor’s rights. Distributor agrees to comply with all of Licensor’s Intellectual Property usage guidelines that are attached hereto as ATTACHMENT “E”. Licensor reserves the right to modify these guidelines from time to time in its commercially reasonable discretion. This Agreement does not confer to Distributor any goodwill, title or interest in any of the Intellectual Property and Distributor will not make any such claim or representation or challenge Licensor’s rights to the Intellectual Property.

17.2 Maintenance of and Changes to Intellectual Property. Licensor will take reasonable steps to ensure that its affiliates and the owners of the Intellectual Property maintain current, active and in effect all Patents and other Intellectual Property concerning the Products. Licensor has the right to modify the Intellectual Property at any time in Licensor’s sole discretion, including by obtaining additional Patents and changing the Marks, the Copyrights or the Confidential Information. Distributor is hereby licensed to use all modified or additional Patents, Marks, Copyrights and Confidential Information concerning the Products, under the terms of this Agreement. If Licensor modifies or discontinues use of any of the Intellectual Property, then upon Licensor’s notice to Distributor, Distributor must comply with any such instructions from Licensor within 30 days. Licensor will not be liable to Distributor for any expenses, losses or damages that Distributor incurs (including the loss of any goodwill associated with a Mark) because of any addition, modification, substitution or discontinuation of the Intellectual Property. Licensor will cooperate in good faith with Distributor if and when such change(s) are made that would make any of Distributor’s inventory of Products or marketing

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materials obsolete or would put Distributor in a position where it could not fulfill any of its contractual arrangements with its Customers. Notwithstanding the foregoing, Licensor agrees that it shall not discontinue the use of any Patent unless the Patent is superseded by a new enhanced Patent.

17.3 Use of Marks. Distributor may only use the Marks in the manner approved by Licensor. Distributor may not use any Marks in any modified form or as part of any corporate or trade name or with any prefix, suffix, or other modifying words, terms, designs or symbols (other than logos licensed to Distributor by this Agreement). Distributor agrees to: (i) prominently display the Marks on or in connection with any media advertising, promotional materials, posters and displays concerning the Products in the manner that Licensor prescribes to give notice of trade and service mark registrations and copyrights; and (ii) obtain any fictitious or assumed name registrations required under applicable law.

17.4 Use of Distributor’s Marks. Licensor may not use the marks of Distributor in any manner without the written consent of Distributor. Licensor may not use the marks of any of Distributor’s Customers in any manner without (i) written consent of Distributor or (ii) written consent of the customer pursuant to a separate license agreement between Licensor and the customer.

17.5 Foreign Countries. Except as provided in this Section, Distributor may not sell Products into a foreign country without Licensor’s prior written approval of such country, which approval may be withheld in Licensor’s commercially reasonable discretion. In order to seek such approval, Distributor must first send Licensor a written notice identifying: (i) the country; (ii) the names and addresses of the customers in such country to whom Distributor intends to sell Products; (iii) the quantity and types of Products Distributor intends to sell in such country; and (iv) a list of the Marks, Copyrights and Patents, if any, relating to such Products. Distributor agrees, at its sole expense, to conduct all additional due diligence that Licensor reasonably specifies to determine whether any of the Intellectual Property associated with the Products or the marketing of the Products infringes on the rights of any third party under the laws of such country. Licensor agrees to cooperate with Distributor in conducting such additional due diligence. If it is determined that the Intellectual Property infringes on the rights of any third party under the laws of the country, Distributor may not sell Products into such country. If it is determined that the Intellectual Property does not infringe on the rights of any third party under the laws of the country, Licensor may condition its approval of the country on first registering, applying to register, or taking such other actions that may be necessary or desirable to protect and perfect Licensor’s (or Licensor’s licensors) interests in the Intellectual Property. Distributor may not register, apply to register or otherwise attempt to secure any rights to the Intellectual Property under its own name or any name other than Licensor or the name of a person identified by Licensor. Distributor agrees to cooperate with Licensor in: (i) registering or otherwise protecting the Intellectual Property with any applicable governmental authority within such country to the extent required or desirable to fully protect Licensor’s rights under applicable law; and (ii) maintaining or perfecting such registration or other protection of the Intellectual Property. Distributor agrees to promptly reimburse Licensor for all costs that Licensor incurs in

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registering, perfecting or maintaining the registration or other protection of the Intellectual Property in such country. If Distributor sells Products into a foreign country without obtaining Licensor’s prior written approval in accordance with the procedures above, Distributor agrees to indemnify the Licensor Indemnified Parties and hold them harmless for, from and against any and all Losses and Expenses incurred by any of them as a result of or in connection with such sale, including any related infringement actions. This provision does not apply to any export of the Products by any party outside Distributor’s control; provided, however, that: (i) Distributor advises all parties with whom it conducts business that they may not export Products without Distributor’s approval; and (ii) Distributor does not use this exception as a means to circumvent the purpose or intent of this Section.

17.6 Improvements. If Distributor conceives of or develops any improvements or additions to the Products or develops any advertising or promotional ideas or materials related to the marketing or promotion of Products (collectively, “Improvements”), Distributor agrees to promptly and fully disclose the Improvements to Licensor without disclosing the Improvements to others. Distributor must obtain Licensor’s approval prior to using or implementing any such Improvements, which approval shall not be unreasonably withheld. If Licensor approves an Improvement and wishes to license the Improvement to other Authorized Distributors, Licensor and Distributor agree to negotiate commercially reasonable terms pursuant to which Licensor may license the Improvement to other Authorized Distributors.

17.7 Notification of Infringements and Claims. Distributor must immediately notify Licensor of any: (i) apparent infringement of any of the Intellectual Property; (ii) challenge to Distributor’s use of any of the Intellectual Property; or (iii) claim by any person of any rights in any of the Intellectual Property. Distributor may not communicate with any person other than Licensor and Licensor’s counsel in connection with any such infringement, challenge or claim. Licensor will have sole discretion to take such action as it deems appropriate. Licensor has the right to exclusively control any litigation, Patent and Trademark Office proceeding, or other proceeding arising out of any such infringement, challenge or claim, notwithstanding anything in this Agreement to the contrary. Notwithstanding the foregoing, Licensor agrees to take reasonable steps to pursue infringing parties to the extent necessary to protect Distributor’s rights and interests under this Agreement, as determined by Licensor and Distributor. Distributor agrees to execute any and all instruments and documents, render such assistance, and do such acts and things as may, in the opinion of Licensor’s counsel, be reasonably necessary or advisable to protect and maintain Licensor’s interest in any such litigation, Patent and Trademark Office proceeding or other proceeding, or to otherwise protect and maintain Licensor’s interests in the Intellectual Property. In such event, Licensor agrees to reimburse Distributor for all reasonable out-of-pocket expenses incurred by Distributor in providing such assistance.

18. INDEMNITY.

18.1 By Distributor. Except as otherwise provided in this Agreement, Distributor agrees to indemnify the Licensor Indemnified Parties and hold them harmless for, from and against any and all Losses and Expenses incurred by any of them as a result of or in connection

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with a final and legally enforceable judgment concerning any Claim asserted against them arising from, relating to or caused by the operation of Distributor’s business (including, but not limited to, the marketing, promotion and/or sale of Products) and/or Distributor’s breach of any of its obligations or representation under this Agreement and/or Distributor’s sale of Products into a foreign country without obtaining Licensor’s prior written approval in accordance with Section 17.5.

18.2 By Licensor. Except as otherwise provided in this Agreement, Licensor agrees to indemnify the Distributor Indemnified Parties and hold them harmless for, from and against any and all Losses and Expenses incurred by any of them as a result of or in connection with any Claim asserted against them arising from or relating to: (i) any final and legally binding settlement or judgment of a court that is issued against Distributor holding that Distributor’s use of the Intellectual Property in compliance with the provisions of this Agreement infringed upon the rights of a third party, unless the judgment relates to Distributor’s sale of Products into a foreign country without Licensor’s prior written approval pursuant to Section 17.5; (ii) any injury or harm to any individual caused by Products, unless the injury or harm was caused by the garment associated with the Products rather than the technology; or (iii) harm caused by Licensor’s breach of any of its obligations or representation under this Agreement.

18.3 Procedure. A party seeking to be indemnified under this Section 18 must promptly notify the indemnifying party in writing of the Claim. The party seeking to be indemnified has the right in its sole discretion to: (i) retain counsel of its own choosing to represent such party in connection with the Claim; and (ii) control the response to the Claim and the defense thereof, including the right to enter into an agreement to settle the Claim; provided, however, that a Distributor Indemnified Party may not settle a Claim without Licensor’s approval if the settlement may adversely affect Licensor’s rights relating to the ownership and/or use of the Intellectual Property and Licensor may not without Distributor’s consent settle a Claim that substantially compromises Distributor’s ability to sell the products. Notwithstanding the foregoing, the indemnifying party may participate in the defense of the Claim at its own expense. The indemnifying party shall: (i) give its full cooperation to the party seeking to be indemnified with the defense of the Claim; and (ii) promptly reimburse the party seeking to be indemnified for all of its costs and expenses incurred in defending the Claim, including court costs and reasonable attorneys’ fees, within ten (10) days after receipt of an invoice detailing such costs and expenses.

19. TRANSFERS.

This Agreement is fully assignable by Licensor only to an entity authorized to grant and maintain the licenses hereunder and shall inure to the benefit of any assignee(s) or other legal successor(s) to Licensor’s interest in this Agreement, provided that Licensor shall, subsequent to any such assignment, remain liable for the performance of its obligations under this Agreement up to the effective date of the assignment. Licensor may also delegate some or all of its obligations under this Agreement to one or more persons without assigning the Agreement. Distributor may not assign this Agreement or any of its rights or obligations under

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this Agreement without the prior written consent of Licensor, which consent shall not be unreasonably withheld. However, Distributor may, without obtaining Licensor’s consent, assign this Agreement to a new business entity that it may establish for the purpose of marketing and selling Products provided that (i) Distributor maintains complete ownership and control over the entity and (ii) Distributor guarantees the entity’s performance of its obligations under this Agreement. If Licensor approves an assignment of this Agreement or any of Distributor’s rights or obligations under this Agreement (other than an assignment to a controlled entity in accordance with the preceding sentence), Licensor may condition the assignment upon satisfaction of reasonable terms and conditions, including, without limitation, execution of a General Release by Distributor and payment of a reasonable transfer and training fee. Licensor’s consent to an assignment shall not constitute a waiver of any claims Licensor may have against the transferor, nor shall it be deemed a waiver of Licensor’s right to demand compliance with any of the terms or conditions of the License and Distribution Agreement by the transferee. This Agreement shall inure to the benefit of any approved assignee or legal successor(s) to Distributor’s interest in this Agreement. Any unauthorized assignment by either Party shall be null and void.

20. TERMINATION.

20.1 Termination by Distributor Without Cure Period. Distributor may, in Distributor’s sole discretion, terminate this Agreement upon five (5) days’ written notice in accordance with Section 11.

20.2 Termination by Licensor Without Cure Period. Licensor may, in Licensor’s sole discretion, terminate this Agreement upon five (5) days’ written notice, without opportunity to cure, for any of the following reasons, all of which constitute material events of default under this Agreement:

(i) if Distributor breaches Section 8 by failing to enter into its first Supply Contract or obtain at least one purchase order for Products from a Customer within 180 days after the Effective Date;

(ii) if Distributor becomes insolvent by reason of its inability to pay its debts as they become due or Distributor files a voluntary petition in bankruptcy or any pleading seeking any reorganization, liquidation, dissolution or composition or other settlement with creditors under any law, or Distributor becomes the subject of an involuntary bankruptcy (which mayor may not be enforceable under title 11 of the United States Code, as amended (the “Bankruptcy Code”) and as a result is unable to continue to conduct its business in compliance with this Agreement;

(iii) if Distributor ceases to operate its distribution business;

(iv) if Distributor fails to pay any amount owed to Licensor (a) within thirty (30) days after receipt of a demand for payment or (b) with respect to any amount disputed by Distributor in good faith in accordance with Section 12.4, within 45 days after the original due date;

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(v) if Distributor makes an assignment of this Agreement or any of its rights or obligations under this Agreement that is not authorized by this Agreement;

(vi) if Distributor makes an unauthorized use of the Intellectual Property that is capable of being cured and (a) Distributor fails to fully cure said unauthorized use within ten (l0) business days of notice of the alleged unauthorized use or (b) if such default cannot reasonably be cured within ten (l0) business days, Distributor takes steps to cure the unauthorized use within ten (l0) business days of notice and fully cures the unauthorized use within 90 days of notice provided, however, that nothing in the preceding language is intended to preclude Licensor from terminating this Agreement if Distributor makes a material and unauthorized use of the Intellectual Property that is incapable of being cured; or

(vii) if Licensor terminates the Manufacturing Agreement between Distributor and Licensor because of Distributor’s default.

20.3 Additional Conditions of Termination. In addition to the termination rights described above, either Party may terminate this Agreement upon 30 days’ written notice if the other Party materially breaches this Agreement and fails to cure such material breach within 30 days of notice of the material breach if a default under this Section that is capable of being cured cannot reasonably be cured within the 30 day period but the defaulting Party takes reasonable steps to cure the default within the 30 day period, then the cure period shall be extended for a reasonable period of time, but in no event more than 90 days after notice of the material breach, subject only to further delays caused by an event of force majeure pursuant to Section 24.6.

20.4 Mutual Agreement to Terminate. If Distributor and Licensor mutually agree in writing to terminate this Agreement, Distributor and Licensor will be deemed to have waived any required notice period.

21. POST-TERM OBLIGATIONS.

21.1 Excess Inventory. Distributor shall have a period of 180 days after the expiration or termination of this Agreement (the “Sell-Off Period”) to sell any remaining inventory of Products. For the purposes of this Section, “inventory” shall mean finished goods inventory, raw materials, work-in-process or finished goods in transit to Distributor. During the Sell-Off Period, Distributor shall continue to comply with all of the provisions of this Agreement notwithstanding the Agreement’s expiration or termination. Distributor may not acquire any additional inventory of Products during the Sell-Off Period, except as required to complete orders placed prior to the date of termination. Within 15 days after the expiration of the Sell-Off Period, Distributor shall: (i) pay Licensor a royalty fee equal to [*]% of the Gross Sales generated during the Sell-Off Period; (ii) provide Licensor with a written report of Gross Sales covering the Sell-Off Period; and (iii) provide Licensor with a written report that includes: (a) a list of all of Distributor’s

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remaining inventory of unsold Products, including an itemized listing of each such Products and Distributor’s direct cost to acquire each such Products (or if Distributor manufactures Products under a separate written agreement, Distributor’s direct cost to manufacture each such Products); and (b) a notation identifying any Products that are damaged. Licensor shall have the right, but not the obligation, to purchase all or any portion of Distributor’s remaining inventory listed in the report for an amount equal to Distributor’s direct costs to acquire, or if applicable, manufacture, the inventory. Licensor shall notify Distributor within ten (l0) days after receipt of the report whether it desires to purchase any or all of Distributor’s remaining inventory. Any such purchase shall be completed within 30 days after Licensor notifies Distributor of its intent to purchase the inventory. Any remaining Products that are not sold during the Sell-Off Period or purchased by Licensor shall be destroyed or returned to Licensor. Licensor shall not be required to comply with any of its obligations under this Agreement during the Sell-Off Period other than any obligations that survive the termination or expiration of this Agreement. Notwithstanding the foregoing, Licensor shall be obligated to repurchase Distributor’s excess inventory remaining after the Sell-Off Period in accordance with this Section if this Agreement is terminated by Distributor due to Licensor’s uncured material breach.

21.2 Additional Obligations of Distributor. Immediately after the termination, expiration or assignment of this Agreement, and subject only to Distributor’s limited rights provided in Section 21.1, Distributor agrees to:

(i) immediately pay Licensor all amounts that Distributor owes and that are not disputed by Distributor in good faith pursuant to Section 12.4;

(ii) comply with all covenants described in Section 14 that apply after the expiration, termination or Transfer of this Agreement;

(iii) cease to use the Intellectual Property;

(iv) return all written copies of the Operating Procedures, or any portions thereof, as well as all signs, sign faces, brochures, advertising and promotional materials, forms, and any other materials bearing or containing any of the Marks and/or Copyrights, unless Licensor allow Distributor to transfer such items to an approved transferee;

(v) take such action as may be required to cancel all fictitious or assumed names or equivalent registrations relating to Distributor’s use of any of the Marks;

(vi) provide Licensor with a list of all of Distributor’s current and former Customers who purchased Products; and

(vii) notify (a) all appropriate domain name registrars of the termination of Distributor’s right to use any domain names provided by Licensor or using the Marks (or any confusingly similar variation of the Marks) for the marketing, promotion and/or sale of Products (Distributor hereby authorizes these registrars to transfer such domain names to Licensor and Distributor authorizes Licensor, and appoints Licensor as Distributor’s attorney-in-fact to direct

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these registrars to transfer the domain names to Licensor if Distributor fails or refuses to do so); and (b) any regular, classified or other telephone directory listing agencies publishing listings or advertising using the Marks to remove the Marks from such listings at the next possible date.

22. DISPUTE RESOLUTION.

The Parties agree to submit any claim, dispute or disagreement, including any matter pertaining to the interpretation of this Agreement or issues relating to the offer and sale of the distribution rights or the relationship between the Parties (a “Dispute”) to mediation before a mutually-agreeable mediator prior to arbitration. If the Dispute is not successfully resolved by mediation within 30 days after mediation is concluded or either Party refuses to mediate the Dispute, then either Party may submit the Dispute to mandatory and binding arbitration conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association. The Party filing the arbitration must initially bear the cost of any arbitration fees or costs. The arbitrators will not have authority to award exemplary or punitive damages. Notwithstanding the foregoing, any Dispute that involves an alleged breach of Section 14 or Section 17 will not be subject to mediation or arbitration unless otherwise agreed to by both Parties, and either Party may immediately file a lawsuit in accordance with this Section with respect to any alleged breach of Section 14 or Section 17. All mediation, arbitration and litigation shall take place in the county in which Licensor maintains its principal place of business at the time the Dispute arises (currently, Fulton County, Georgia) and the Parties irrevocably waive any objection to such venue. If Licensor or Distributor must enforce this Agreement in a judicial or arbitration proceeding, the substantially prevailing Party will be entitled to reimbursement of its costs and expenses, including reasonable accounting and legal fees. LICENSOR AND DISTRIBUTOR IRREVOCABLY WAIVE: (I) TRIAL BY JURY; AND (II) THE RIGHT TO ARBITRATE OR LITIGATE ON A CLASS ACTION BASIS, IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER AT LAW OR IN EQUITY, BROUGHT BY EITHER OF THE PARTIES.

23. REPRESENTATIONS AND ACKNOWLEDGEMENTS.

23.1 By Licensor. Licensor hereby represents and warrants to Distributor as follows:

(i) All information provided by Licensor to Distributor to induce Distributor to enter into this Agreement was true and complete in all material respects on and as of the date such information was provided and is true and complete in all material respects on and as of the Effective Date.

(ii) Licensor is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Georgia. Licensor has the power and authority and all governmental licenses, authorizations, consents and approvals to perform its obligations under this Agreement. Licensor is duly qualified as a foreign limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified would not adversely affect Licensor’s ability to carry out its obligations under or consummate the transactions contemplated by this Agreement.

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(iii) The execution, delivery and performance by Licensor of this Agreement (a) has been duly authorized by all necessary corporate action and (b) does not and will not violate any requirement of applicable law, contravene the terms of its Articles of Organization or Operating Agreement, or conflict with or result in a breach of any contractual obligation to which Licensor is party or any order, injunction, writ or decree of any governmental authority to which Licensor or its property is subject.

(iv) This Agreement constitutes the legal, valid and binding obligation of Licensor, enforceable against Licensor in accordance with its terms.

(v) Licensor has the right and power to grant to Distributor the rights and licenses granted under Section 2 of this Agreement.

(vi) To the best of Licensor’s actual knowledge as of the Effective Date, Distributor’s use of the Marks in connection with the distribution of Products within the United States in accordance with the terms of this Agreement does not infringe upon the intellectual property rights of any third party.

23.2 By Distributor. Distributor hereby represents and warrants to Licensor as follows:

(i) All information provided by Distributor to Licensor to induce Licensor to enter into this Agreement was true and complete in all material respects on and as of the date such information was provided and is true and complete in all material respects on and as of the Effective Date.

(ii) Distributor has conducted an independent investigation of the business contemplated by this Agreement and recognizes that it involves business risks, making the success of the venture largely dependent upon Distributor’s own business abilities, efforts and judgments, and the services of its employees. Distributor has not received or relied upon any warranty or guarantee, express or implied, as to the potential volume, profits or success of the business contemplated by this Agreement.

(iii) Distributor is aware of the fact that other present or future Authorized Distributors may operate under different forms of agreement and consequently that Licensor’s obligations and rights with respect to other Authorized Distributors may differ materially in certain circumstances.

(iv) Distributor is a corporation duly organized, validly existing and in good standing under the laws of the state of Florida. Distributor has the power and authority and all governmental licenses, authorizations, consents and approvals to perform its obligations under this Agreement. Distributor is duly qualified as a foreign corporation and in good standing under

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the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified would not adversely affect Distributor’s ability to carry out its obligations under or consummate the transactions contemplated by this Agreement.

(v) The execution, delivery and performance by Distributor of this Agreement (a) has been duly authorized by all necessary corporate action and (b) does not and will not violate any requirement of applicable law, contravene the terms of its Articles of Incorporation or By-Laws, or conflict with or result in a breach of any contractual obligation to which Distributor is party or any order, injunction, writ or decree of any governmental authority to which Distributor or its property is subject.

(vi) This Agreement constitutes the legal, valid and binding obligation of Distributor, enforceable against Distributor in accordance with its terms.

23.3 Franchise Laws. The Parties agree that Distributor is a sophisticated purchaser and any controls exerted by Licensor and any assistance provided by Licensor under this Agreement are not significant to Distributor or its method of operation. As such, the Parties do not believe or intend for the relationship established by this Agreement to constitute a franchise relationship. Notwithstanding the foregoing, in the event that the relationship is deemed to be a franchise, the Parties represent and acknowledge as follows:

(i) The offer and sale of distribution rights qualifies for the “fractional franchise” exemption available under federal and various state franchise laws because: (i) Distributor has at least two (2) years of experience operating a business that is substantially similar to the business to be conducted by Distributor pursuant to this Agreement; and (ii) after reasonable investigation by Licensor and Distributor, both Parties have a good faith belief that Distributor’s revenues that are anticipated to be generated from the sale of Products will not exceed 20% of Distributor’s total revenues during the term of the relationship.

(ii) The offer and sale of distribution rights qualifies for the “large franchisee” exemption available under federal franchise law because Distributor has a net worth of at least $5,000,000 and has operated a business for at least five (5) years.

23.4 Business Opportunity Laws. The Parties acknowledge and agree that the offer and sale of distribution rights does not involve a “business opportunity” or “seller assisted marketing plan” (as such terms are defined by various state laws) because: (i) the sale of rights does not enable Distributor to begin operating a new business; and (ii) the offer and sale of rights includes the license of a federally registered trademark. Notwithstanding the foregoing, if the sale of distribution rights is construed as the sale of a “business opportunity” or “seller assisted marketing plan,” Distributor hereby knowingly and voluntarily waives the protections of such laws to the maximum extent permitted by law.

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24. GENERAL PROVISIONS.

24.1 Governing Law. Except as governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. §§ 1051, et seq.), this Agreement and the relationship of the Parties shall be governed by the laws of the State of Georgia (without reference to its principles of conflicts of law), but any law of the State of Georgia that regulates the offer and sale of franchises or business opportunities or governs the relationship of a franchisor and its franchisee will not apply unless its jurisdictional requirements are met independently without reference to this Section.

24.2 Relationship of the Parties. Distributor agrees that nothing in this Agreement creates a fiduciary relationship between Distributor and Licensor or is intended to make either Party a general or special agent, franchisee, franchisor, legal representative, subsidiary, joint venture, partner, employee or servant of the other for any purpose. During the Term and each renewal term, Distributor must conspicuously identify itself at Distributor’s base of operations, and in all dealings with third parties, as an independent distributor of the Products under a license granted by Licensor. Distributor agrees to place such other notices of independent ownership on such advertising and other materials as Licensor may reasonably require from time to time. Neither Licensor nor Distributor are permitted to make any express or implied agreement, warranty or representation, or incur any debt, in the name of or on behalf of the other. In addition, neither Licensor nor Distributor will be obligated by or have any liability under any agreements or representations made by the other that are not expressly authorized by this Agreement.

24.3 Severability and Substitution. Each section, subsection, term and provision of this Agreement, and any portion thereof, shall be considered severable. If any applicable and binding law imposes mandatory, non-waivable terms or conditions that conflict with a provision of this Agreement, the terms or conditions required by such law shall govern to the extent of the inconsistency and supersede the conflicting provision of this Agreement. If a court concludes that any promise or covenant in this Agreement is unreasonable and unenforceable, the court may modify such promise or covenant to the minimum extent necessary to make such promise or covenant enforceable.

24.4 Waivers. Licensor and Distributor may by written instrument unilaterally waive or reduce any obligation of or restriction upon the other. Any waiver granted by a Party shall be without prejudice to any other rights such Party may have. Licensor and Distributor shall not be deemed to have waived or impaired any future right, power or option reserved by this Agreement (including the right to demand exact compliance with every term, condition and covenant in this Agreement or to declare any breach of this Agreement to be a default and to terminate the Agreement before the expiration of the Term or any renewal term) by virtue of: (i) any custom or practice of the Parties at variance with the terms of this Agreement; (ii) any failure, refusal or neglect of Licensor or Distributor to exercise any right under this Agreement or to insist upon exact compliance by the other with its obligations under this Agreement, including any mandatory specification, standard, or procedure; or (iii) any waiver, forbearance, delay, failure or omission by Licensor to exercise any right, power or option, whether of the same, similar or different nature, relating to other Authorized Distributors.

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24.5 Approvals. Whenever this Agreement requires Licensor’s approval, Distributor must make a timely written request for approval, and the approval must be in writing in order to bind Licensor. Licensor shall respond to all of Distributor’s requests for approval reasonably and in good faith except for any requests for which this Agreement provides that Licensor may deny the request in Licensor’s sole discretion. Except as otherwise expressly provided in this Agreement, if Licensor fails to disapprove any request for approval within the required period of time, Licensor shall be deemed to have approved Distributor’s request. If Licensor denies approval and Distributor seeks legal redress for the denial, the only relief to which Distributor may be entitled is to acquire Licensor’s approval. Distributor is not entitled to any other relief or damages for Licensor’s denial of approval.

24.6 Force Majeure. Neither Licensor nor Distributor shall be liable for loss or damage or deemed to be in breach of this Agreement if Licensor’s or Distributor’s failure to perform their respective obligations results from any event of force majeure. Any delay resulting from an event of force majeure will extend performance accordingly or excuse performance, in whole or in part, as may be reasonable under the circumstances. Notwithstanding the foregoing, Distributor’s inability to make any payment owed to Licensor on account of any foreign exchange control or other law shall not be considered an event of force majeure.

24.7 Binding Effect. This Agreement is binding upon the Parties to this Agreement and their respective executors, administrators, heirs, assigns and successors in interest. Nothing in this Agreement is intended, nor shall be deemed, to confer any rights or remedies upon any person or legal entity not a party to this Agreement; provided, however, that the additional insureds listed in Section 15.1 and the Distributor Indemnified Parties and Licensor Indemnified Parties are intended third party beneficiaries under this Agreement with respect to Section 15.1 and Section 18, respectively.

24.8 Integration. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CHANGED (EXCEPT LICENSOR MAY UNILATERALLY MODIFY ATTACHMENT B AND ATTACHMENT E) EXCEPT BY A WRITTEN DOCUMENT SIGNED BY BOTH PARTIES. Any e-mail correspondence or other form of informal electronic communication shall not be deemed to modify this Agreement unless such communication is signed by both Parties and specifically states that it is intended to modify this Agreement. The attachment(s) are part of this Agreement, which, together with any Amendments or Addenda executed on or after the Effective Date, constitutes the entire understanding and agreement of the Parties, and there are no other oral or written understandings or agreements between Licensor and Distributor about the subject matter of this Agreement. Any representations not specifically contained in this Agreement made before entering into this Agreement do not survive after the signing of this Agreement. This provision is intended to define the nature and extent of the Parties’ mutual contractual intent, there being no mutual intent to enter into contract relations, whether by agreement or by implication, other than

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as set forth above. The Parties acknowledge that these limitations are intended to achieve the highest possible degree of certainty in the definition of the contract being formed, in recognition of the fact that uncertainty creates economic risks for both Parties which, if not addressed as provided in this Agreement, would affect the economic terms of this bargain.

24.9 Covenant of Good Faith. Each Party represents that it has negotiated this Agreement in a manner consistent with the duty of good faith and fair dealing. If applicable law implies a covenant of good faith and fair dealing in this Agreement, the Parties agree that the covenant shall not imply any rights or obligations that are inconsistent with a fair construction of the terms of this Agreement; provided, however, that neither Party may exercise any discretion granted to such Party under this Agreement in bad faith.

24.10 Rights of Parties are Cumulative. The rights of the Parties under this Agreement are cumulative and no exercise or enforcement by either Party of any right or remedy under this Agreement will preclude any other right or remedy available under this Agreement or by law.

24.11 Survival. All provisions that expressly or by their nature survive the termination, expiration or assignment of this Agreement shall continue in full force and effect subsequent to and notwithstanding its termination, expiration or assignment and until they are satisfied in full or by their nature expire, including, without limitation, Section 12, Section 14, Section 16, Section 18, Section 2l, Section 22 and Section 24.

24.12 Construction. The headings in this Agreement are for convenience only and do not define, limit or construe the contents of the sections or subsections. All references to Sections refer to the Sections contained in this Agreement unless otherwise specified. All references to days in this Agreement refer to calendar days unless otherwise specified.

24.13 Counterparts. This Agreement may be signed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same document.

24.14 Notice. All notices given under this Agreement must be in writing, delivered by hand, telegram, e-mail or first class mail, to the following addresses (which may be changed upon ten (10) business days prior written notice):

LICENSEE:	Superior Uniform Group
	10055 Seminole Blvd.
	Seminole, Florida 33772
	Attention: Michael Benstock
	Phone: (727) 397-9611
	E-mail:mbenstock@sug.biz
LICENSOR:	EYELEVEL INTERACTIVE, LLC
	1011 Lake Country Drive,

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	Greensboro, Georgia 30642
	Attention: Blair Enfield
	Phone: (404) 234-3939
	E-mail: blairenfield@madeholdings.com
WITH A COPY TO:	Daniel Warshawsky
	Greenberg Traurig LLP
	2375 East Camelback Road, Suite 700
	Phoenix, Arizona 85016

Notice shall be considered given at the time delivered by hand as evidenced by a receipt signed by the recipient, or received bye-mail as evidenced by an e-mail delivery receipt, or one (1) business day after receipt by telefax, as evidenced by a telefax delivery confirmation, or three (3) business days after placed in the mail, postage prepaid, by certified mail with a return receipt requested. The Parties to this Agreement have executed this Agreement effective as of the Effective Date first above written. This Agreement shall not be valid or binding on either Party unless and until signed by both Parties.

LICENSOR:		LICENSEE:
EYELEVEL INTERACTIVE, LLC		Superior Uniform Group, Inc.
a Georgia limited liability company		a Florida corporation
By:	/s/	By:	/s/
Name:	[Mark DeMattei]	Name:	[Michael Benstucts]
Its:	[CEO]	Its:	[CEO]

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ATTACHMENT “A”

TO LICENSE AND DISTRIBUTION AGREEMENT

DEFINITIONS

“Agreement” is defined in the Introductory Paragraph.

“Authorized Distributor” means any individual or Entity, other than Distributor, that Licensor authorizes to market, promote and/or sell Products, including Licensor’s affiliates, distributors, licensees, franchisees and independent sales representatives.

“Claim” or “Claims” means any and all claims, actions, demands, assessments, litigation, or other form of regulatory or adjudicatory procedures, claims, demands, assessments, investigations, or formal or informal mqumes.

“Competitive Products” is defined in Section 14.4.

“Confidential Information” means, with respect to Licensor’s Confidential Information, all of Licensor’s and PANELVISION’s trade secrets and other proprietary information relating to the operation of their businesses or the marketing, promotion and/or sale of Products, including, but not limited to, methods, techniques, specifications, procedures, policies, marketing strategies and any information comprising the Operating Procedures. “Confidential Information” means, with respect to Distributor’s Confidential Information, all of Distributor’s trade secrets and other proprietary information relating to the operation of its business or the marketing, promotion and/or sale of the Products (other than any information provided by Licensor), including but not limited to, methods, techniques, specifications, procedures, policies, marketing strategies, financial information, sales and royalty reports, customer lists and prospect lists. Licensor’s Confidential Information does not include information that: (i) becomes publicly known without breach of Distributor’s obligations under this Agreement; (ii) is rightfully acquired by Distributor from a third party that does not have any confidentiality obligation to Licensor; (iii) is independently developed by employees of Distributor without knowledge of or reference to such Confidential Information, as evidenced by written documentation or other tangible evidence of Distributor; (iv) is required, in the opinion of Distributor’s legal counsel, to be disclosed as a result of or to comply with any Law or Order, provided that Distributor promptly notifies Licensor of any such requirement and, to the extent practicable, allows Licensor a reasonable opportunity prior to disclosure to seek a protective order. Distributor’s Confidential Information does not include information which: (i) becomes publicly known without breach of Licensor’s obligations under this Agreement; (ii) that is rightfully acquired by Licensor from a third party which does not have any confidentiality obligation to Distributor; (iii) that is independently developed by employees of Licensor without knowledge of or reference to such Confidential Information, as evidenced by written documentation or other tangible evidence of Licensor; (iv) that is required, in the opinion of Licensor’s legal counsel, to be disclosed as a result of or to comply with any franchise law or governmental order, provided that Licensor promptly notifies Distributor of any such requirement and, to the extent practicable, allows Distributor a reasonable opportunity prior to disclosure to seek a protective order.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

“Confidentiality Agreement” means Licensor’s form of Confidentiality and Nonsolicitation Agreement, the most current form of which is attached to this Agreement as ATTACHMENT “F”.

“Copyrights” means all works and materials for which Licensor (or Licensor’s affiliates or licensors) or PANELVISION have secured common law or registered copyright protection and that Licensor allows Distributor to use, sell or display in connection with the marketing, promotion and/or sale of Products, whether now in existence or created in the future, including, without limitation, any photographs, images and holograms used or affixed to the Products that are owned by Licensor (or Licensor’s affiliates or licensors) or PANELVISION.

“Customer” means any individual or Entity that has either signed a Supply Contract with Distributor or issued a purchase order to Distributor for the purchase of Products and includes all Exclusive Customers. The term “Customer” may include Licensor and Authorized Distributors if Distributor is granted the right to manufacture Products pursuant to the terms of a separately executed Manufacturing Agreement between Licensor and Distributor.

“Dispute” is defined in Section 22.

“Distributor Indemnified Party” means Distributor and each of Distributor’s past, present and future owners, members, officers, directors, employees and agents, as well as Distributor’s parent companies, subsidiaries and affiliates, and each of their past, present and future owners, members, officers, directors, employees and agents.

“Distributor” is defined in the Introductory Paragraph.

“Earned Royalties” is defined in Section 12.2.

“Effective Date” is defined in the Introductory Paragraph.

“Entity” means a corporation, partnership, limited liability company or other form of association.

“Exclusive Customer” is defined in Section 4.

“General Release” means Licensor’s current form of general release of all claims against Licensor and Licensor’s affiliates and subsidiaries, and Licensor’s and their respective members, officers, directors, agents and employees, in both their corporate and individual capacities. Licensor’s most current form of general release, as of the Effective Date, is attached to this Agreement as ATTACHMENT “G”.

“Gross Sales” is defined in Section 12.2.

“Improvements” is defined in Section 17.6.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

“Intellectual Property” means, collectively or individually, the Marks, Copyrights, Patents and Confidential Information.

“interim Term” is defined in Section 6.3.

“Laws” is defined in Section 9.4(e).

“Licensor” is defined in the Introductory Paragraph.

“Licensor Indemnified Party” means Licensor and each of Licensor’s past, present and future owners, members, officers, directors, employees and agents, as well as Licensor’s parent companies, subsidiaries and affiliates, and each of their past, present and future owners, members, officers, directors, employees and agents.

“Local Taxes” is defined in Section 12.7.

“Losses and Expenses” means all compensatory, exemplary, and punitive damages; fines and penalties; attorneys’ fees; experts’ fees; court costs; costs associated with investigating and defending against Claims; settlement amounts; judgments; compensation for damages to the indemnified party’s reputation and goodwill; and all other costs, damages, liabilities and expenses associated with any of the foregoing losses and expenses or incurred by an indemnified party as a result of a Claim.

“Marketing Campaign” is defined in Section 9.1.

“Marks” means the logotypes, service marks, and trademarks now or hereafter involved in the marketing, promotion and sale of Products, including “EYELEVEL MARKETING,” “iPOP,” “WE’VE GOT YOUR BACK,” “MADE BANK,” “USE IT OR LOSE IT,” “SWITCH-IT,” “BE SEEN,” “EYELEVEL INTERACTIVE,” and any other trademarks, service marks or trade names that Licensor designates for use by Similarly Situated Authorized Distributors.

“Measuring Period” is defined in Section 12.2(a).

“Operating Procedures” is defined in Section 10.2.

“Orders” is defined in Section 9.4(e).

“Party” or “Parties” is defined in the Introductory Paragraph.

“Patent” means U.S. Pat. No. 7,571,495 (“Billboard Garment”) and any continuation, continuation in part, reexamination patent or reissue patent thereof or any other patent that would be infringed by any party not licensed therereunder to make, use, sell or offer to sell any of the Products.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

“Post-Term Restricted Period” is defined in Section 14.5.

“Products” is defined in Section 2.

“Prohibited Activities” is defined in Section 14.4.

“Sell Off Period” is defined in Section 21.1.

“Similarly Situated Authorized Distributor” means any Authorized Distributor: (i) that generates at least $100,000,000 in sales of uniforms on an annual basis; (ii) that is a competitor of Distributor; (iii) where the majority of its revenues received from the sale of uniforms and garments to businesses is generated from the sale of uniforms and garments to businesses within the same or related industries as the Exclusive Customers as listed in Exhibit D on the Effective Date; and (iv) that is granted distribution rights to a territory that is comparable to the “Territory” granted to Distributor under this Agreement or includes a territory that encompasses any part of the United States or the entire United States.

“Supply Contract” means a written agreement between Distributor and a Customer pursuant to which the Customer agrees to purchase Products from Distributor.

“Term” is defined in Section 6.1.

“Territory” is defined in Section 2.

ATTACHMENT “B”

TO LICENSE AND DISTRIBUTION AGREEMENT

[*] OF ALL TYPES

[*] OF ALL TYPES

[*] OF ALL TYPES

[*] OF ALL TYPES

ALL OF THE ABOVE ITEMS MUST FEATURE REMOVABLE PANELS THAT DISPLAY ARTWORK, TEXT

OR OTHER IMAGES THROUGH ANY PASSIVE OR ACTIVE MEANS (SUCH AS CONVENTIONAL

PRINTING OR ELECTRONICALLY

ATTACHMENT “C”

TO LICENSE AND DISTRIBUTION AGREEMENT

TERRITORY

The Territory referenced in the License and Distribution Agreement shall consist of the following geographic area: Worldwide

ATTACHMENT “D”

TO LICENSE AND DISTRIBUTION FRANCHISE AGREEMENT

EXCLUSIVE CUSTOMERS

TIER I

Number	Customer
1	[*]
2	[*]
3	[*]
4	[*]
5	[*]
6	[*]
7	[*]
8	[*]
9	[*]
10	[*]
11	[*]
12	[*]
13	[*]
14	[*]
15	[*]
16	[*]
17	[*]
18	[*]
19	[*]
20	[*]
21	[*]
22	[*]
23	[*]
24	[*]
25	[*]
26	[*]
27	[*]
28	[*]
29	[*]
30	[*]
31	[*]
32	[*]
33	[*]
34	[*]
35	[*]
36	[*]

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

37	[*]
38	[*]
39	[*]
40	[*]
41	[*]
42	[*]
43	[*]
44	[*]
45	[*]
46	[*]
47	[*]
48	[*]
49	[*]
50	[*]
51	[*]
52	[*]
53	[*]
54	[*]
55	[*]
56	[*]
57	[*]
58	[*]
59	[*]
60	[*]
61	[*]
62	[*]
63	[*]
64	[*]
65	[*]
66	[*]
67	[*]
68	[*]
69	[*]
70	[*]
71	[*]
72	[*]
73	[*]
74	[*]
75	[*]
76	[*]
77	[*]
78	[*]

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

79	[*]
80	[*]
81	[*]
82	[*]
83	[*]
84	[*]
85	[*]
86	[*]
87	[*]
88	[*]
89	[*]
90	[*]
91	[*]
92	[*]
93	[*]
94	[*]
95	[*]
96	[*]
97	[*]
98	[*]
99	[*]
100	[*]
101	[*]
102	[*]
103	[*]
104	[*]
105	[*]
106	[*]
107	[*]
108	[*]
109	[*]
110	[*]
111	[*]
112	[*]
113	[*]
114	[*]
115	[*]
116	[*]
117	[*]
118	[*]
119	[*]
120	[*]

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

121	[*]
122	[*]
123	[*]
124	[*]
125	[*]
126	[*]
127	[*]
128	[*]
129	[*]
130	[*]
131	[*]
132	[*]
133	[*]
134	[*]
135	[*]
136	[*]
137	[*]
138	[*]
139	[*]
140	[*]
141	[*]
142	[*]
143	[*]
144	[*]
145	[*]
146	[*]
147	[*]
148	[*]
149	[*]
150	[*]
151	[*]
152	[*]
153	[*]
154	[*]
155	[*]
156	[*]
157	[*]
158	[*]
159	[*]
160	[*]
161	[*]
162	[*]

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

163	[*]
164	[*]
165	[*]
166	[*]
167	[*]
168	[*]
169	[*]
170	[*]
171	[*]
172	[*]
173	[*]
174	[*]
175	[*]
176	[*]
177	[*]
178	[*]
179	[*]
180	[*]
181	[*]
182	[*]
183	[*]
184	[*]
185	[*]
186	[*]
187	[*]
188	[*]
189	[*]
190	[*]
191	[*]
192	[*]
193	[*]
194	[*]
195	[*]
196	[*]
197	[*]
198	[*]
199	[*]
200	[*]
201	[*]
202	[*]
203	[*]
204	[*]

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

205	[*]
206	[*]
207	[*]
208	[*]
209	[*]
210	[*]
211	[*]
212	[*]
213	[*]
214	[*]
215	[*]
216	[*]
217	[*]
218	[*]
219	[*]
220	[*]
221	[*]
222	[*]
223	[*]
224	[*]
225	[*]
226	[*]
227	[*]
228	[*]
229	[*]
230	[*]
231	[*]
232	[*]
233	[*]
234	[*]
235	[*]
236	[*]
237	[*]
238	[*]
239	[*]
240	[*]
241	[*]
242	[*]
243	[*]
244	[*]
245	[*]
246	[*]

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

247	[*]
248	[*]
249	[*]
250	[*]
251	[*]
252	[*]
253	[*]
254	[*]
255	[*]
256	[*]
257	[*]
258	[*]
259	[*]
260	[*]
261	[*]
262	[*]
263	[*]
264	[*]
265	[*]
266	[*]
267	[*]
268	[*]
269	[*]
270	[*]
271	[*]
272	[*]
273	[*]
274	[*]
276	[*]
277	[*]
278	[*]
279	[*]
280	[*]
281	[*]
282	[*]
283	[*]
284	[*]
285	[*]
286	[*]
287	[*]
288	[*]
289	[*]

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

290	[*]
291	[*]
292	[*]
293	[*]
294	[*]
295	[*]
296	[*]
297	[*]
298	[*]
299	[*]
300	[*]
301	[*]
302	[*]
303	[*]
304	[*]
305	[*]
306	[*]
307	[*]
308	[*]
309	[*]
310	[*]
311	[*]
312	[*]
313	[*]
314	[*]
315	[*]
316	[*]

TIER 2 CUSTOMERS

1	[*]
2	[*]
3	[*]
4	[*]
5	[*]
6	[*]
7	[*]
8	[*]
9	[*]
10	[*]
11	[*]
12	[*]

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

13	[*]
14	[*]
15	[*]
16	[*]
17	[*]
18	[*]
19	[*]
20	[*]
21	[*]
22	[*]
23	[*]
24	[*]
25	[*]
26	[*]
27	[*]
28	[*]
29	[*]
30	[*]
31	[*]
32	[*]
33	[*]
34	[*]
35	[*]
36	[*]
37	[*]
38	[*]
39	[*]
40	[*]
41	[*]
42	[*]
43	[*]
44	[*]
45	[*]
46	[*]
47	[*]
48	[*]
49	[*]
50	[*]
51	[*]
52	[*]
53	[*]
54	[*]
55	[*]

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

56	[*]
57	[*]
58	[*]
59	[*]
60	[*]
61	[*]
62	[*]
63	[*]
64	[*]
65	[*]
66	[*]
67	[*]
68	[*]
69	[*]
70	[*]
71	[*]
72	[*]
73	[*]
74	[*]
75	[*]
76	[*]
77	[*]
78	[*]
79	[*]
80	[*]
81	[*]
82	[*]
83	[*]
84	[*]
85	[*]
86	[*]
87	[*]
88	[*]
89	[*]
90	[*]
91	[*]
92	[*]
93	[*]
94	[*]
95	[*]
96	[*]
97	[*]
98	[*]
99	[*]

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

100	[*]
101	[*]
102	[*]
103	[*]
104	[*]
105	[*]
106	[*]
107	[*]
108	[*]
109	[*]
110	[*]
111	[*]
112	[*]
113	[*]
114	[*]
115	[*]
116	[*]
117	[*]
118	[*]
119	[*]
120	[*]
121	[*]
122	[*]
123	[*]
124	[*]
125	[*]
126	[*]
127	[*]
128	[*]
129	[*]
130	[*]
131	[*]
132	[*]
133	[*]
134	[*]
135	[*]
136	[*]
137	[*]
138	[*]
139	[*]
140	[*]
141	[*]
142	[*]
143	[*]

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

144	[*]
145	[*]
146	[*]
147	[*]
148	[*]
149	[*]
150	[*]
151	[*]
152	[*]
153	[*]
154	[*]
155	[*]
156	[*]
157	[*]
158	[*]
159	[*]
160	[*]
161	[*]
162	[*]
163	[*]
164	[*]
165	[*]
166	[*]
167	[*]
168	[*]
169	[*]
170	[*]
171	[*]
172	[*]
173	[*]
174	[*]
175	[*]
176	[*]
177	[*]
178	[*]
179	[*]
180	[*]
181	[*]
182	[*]
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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

188	[*]
189	[*]
190	[*]
191	[*]
192	[*]
193	[*]
194	[*]
195	[*]
196	[*]
198	[*]
199	[*]
200	[*]
201	[*]
202	[*]
203	[*]
204	[*]
205	[*]
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207	[*]
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209	[*]
210	[*]
211	[*]
212	[*]
213	[*]
214	[*]
215	[*]
216	[*]
217	[*]
218	[*]
219	[*]
220	[*]
221	[*]
222	[*]
223	[*]
224	[*]
225	[*]
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231	[*]
232	[*]

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

233	[*]
234	[*]
235	[*]
236	[*]
237	[*]
238	[*]
239	[*]
240	[*]
241	[*]
242	[*]
243	[*]
244	[*]
245	[*]
246	[*]
247	[*]
248	[*]
249	[*]
250	[*]
251	[*]
252	[*]
253	[*]
254	[*]
255	[*]
256	[*]
257	[*]
258	[*]
259	[*]
260	[*]
261	[*]
262	[*]
263	[*]
264	[*]
265	[*]
266	[*]
267	[*]
268	[*]
269	[*]
270	[*]
271	[*]
272	[*]
273	[*]
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275	[*]
276	[*]

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

277	[*]
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280	[*]
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282	[*]
283	[*]
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288	[*]
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290	[*]
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293	[*]
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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

321	[*]
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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

365	[*]
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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

409	[*]
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ATTACHMENT “E”

TO LICENSE AND DISTRIBUTION FRANCHISE AGREEMENT

INTELLECTUAL PROPERTY USAGE GUIDELINES

[See Attached]

EYELEVEL Interactive Logo Usage Guidelines

Official EYELEVEL Interactive logos are provided herein for your convenience. To ensure brand consistency, it is very important that you read the specific rules and guidelines governing the use of each logo.

• All logo files shown herein are for use with print and Web applications.

• The official corporate colors for the EYELEVEL Interactive logo are PMS 7462C Blue and Warm Red C.

• CMYK settings for print application of PMS 7462C Blue are 96% C, 66% M, 20% Y, 4% K. For PMS Warm Red Care 0% C, 99% M, 100% Y, 0% K.

• RGB settings for Web application of PMS 7462C Blue are R: 0, G: 91, B: 144, PMS Warm Red Care R: 237, G: 32, B: 36.

• Hex settings are Blue #005B91 and Red #ED2024.

• Digital files are available as EPS (CMYK - Adobe Illustrator, vector art) and PNG (RGB - transparent background, 72 PPI).

All EYELEVEL Interactive logos, including the names and logos set forth herein, are trademarks of EYELEVEL Interactive. These logos may not be altered or redrawn in any way, including changes in typestyle, proportion, letter spacing, color or placement of the individual elements making up the logo. Changing a key graphic element, however good your intentions may be, detracts from the consistency of EYELEVEL Interactive trademarks and logos.

You must follow these usage guidelines:

• A minimum of 0.25 inches of clear space needs to surround the logo to separate it from other elements, such as logos and symbols. This area, referred to as the area of non-interference, will preserve the visual impact and legibility of the EYELEVEL Interactive logo.

• No other logos, symbols, words, designs or trademarks should be used in close proximity to or combined with the EYELEVEL Interactive logo.

Below are some, but not all, unacceptable uses of the EYELEVEL Interactive logo. See page 3 for pictured examples of incorrect usage.

• Do not add any graphic elements around the logo within the area of non-interference.

• Do not place the logo on a heavily patterned background.

• Do not stretch or distort the logo.

• Do not substitute other typefaces or fonts for the logotype.

• Do not enclose the logo in any shapes.

• Do not change the letterspacing of the logotype or move the logo in relation to the logotype.

• Do not place type within the area of non-interference.

• Do not place images or clip art next to the logo.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Contact Information:

If you are interested in using these logos for print and Web applications, have any questions concerning their use or have questions about other EYELEVEL Interactive trademarks please contact:

MADE Holdings LLC

1011 Lake County Road

Greensboro, GA 30642

Terms and Conditions

The logos provided are for non-commercial media use only. The use of these logos or other EYElEVEL Interactive trademarks by any person other than the media or for commercial purposes is strictly prohibited unless such use is expressly licensed or approved by EYELEVEL Interactive.

EYELEVEL Interactive 6-pica Logo

The EYELEVEL Interactive logo is a trademark and, as such, must be used with the trademark symbol.

EYELEVEL Interactive 3-pica Logo

EYELEVEL

Regular Version

To be used whenever the square around the logo symbol is 0.5 inches or larger. Dashed line represents the area of non-interference. A minimum of 0.25 inches of clear space needs to surround the logo to separate it from other elements such as copy, pictures, slogans and other logotypes and symbols. This area will preserve the visual impact and legibility of the El logo.

Suggested uses:

Fine printing, silk-screen printing, signs, high-resolution on-screen applications. presentations and high-resolution digital printing.

Small Version

To be used whenever the square around the logo symbol is smaller than 0.5 inches or when quality reproduction of the 6-pica logo is not possible.

Dashed line represents the area of non-interference. Do not place any other design elements inside this area.

(See above.)

Suggested uses:

Promotional printing, embroidery, low-resolution onscreen applications, presentations. Web sites and low-resolution digital printing.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Color Settings and Digital Files

The EYELEVEL Interactive logo can be printed or applied on the Web in the provided conversion of the color comparable to PMS 7462C Blue/Warm Red C. The logo must be applied in PMS 7462C Blue/Warm Red C or black or reversed to while on a dark background.

It is not acceptable to print or apply the logo on the Web in any colors other than PMS 7462C Blue/Warm Red C, black or white.

CMYK settings for print application of PMS 7462C Blue:

96% C, 66% M, 20% Y, 4% K

PMS Warm Red C:

0% C, 99% M, 100% Y, 0% K

RGB settings for Web application of PMS 7462C Blue:

R: 0, G: 91,8: 144

PMS Warm Red C:

R:237,G:32.B:36

Hex color settings: #005891 and #ED2024

Digital files are available as:

• EPS (CMYK - Adobe Illustrator, vector art)

• PNG (RGB - transparent background, 72 PPI)

Custom bitmap sizes can be made upon request.

NOTE: All logos illustrated above are examples of correct suggested uses. Please use these examples for direction.

ATTACHMENT “F”

TO LICENSE AND DISTRIBUTION AGREEMENT

CONFIDENTIALITY AND NONSOLICITATION AGREEMENT

[See Attached]

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Confidentiality Agreement

This Agreement (this “Agreement”) is entered into by the undersigned (“you”) in favor of EYELEVEL INTERACTIVE, LLC, and its successors and assigns (“us”), upon the terms and conditions set forth in this Agreement.

1. Definitions. For purposes of this Agreement, the following terms have the meanings given to them below:

“Confidential Information” means any and all non-public information relating to us, our operations, the Products, or the marketing or distribution of Products that you may obtain in connection with your relationship with Distributor, including, without limitation, trade secrets and other proprietary information relating to the operation of our business or the marketing, promotion and/or sale of Products, including, but not limited to, methods, techniques, specifications, procedures, policies, marketing strategies and operating procedures. Confidential Information does not include information that: (i) becomes publicly known without breach of your obligations under this Agreement; (ii) is rightfully acquired by you from a third party that does not have any confidentiality obligation to us; or (iii) is independently developed by you without knowledge of or reference to such Confidential Information, as evidenced by written documentation or other tangible evidence of Distributor.

“Distributor” means Superior Uniform Group, Inc.

“Distribution Agreement” means the Distribution Agreement, dated , 2011, between us and Distributor and pertaining to the distribution of Products.

“Products” means the Products listed in Attachment B to the Distribution Agreement. A list of the Products shall be provided to you upon request.

2. Background. You are an owner, officer, director, partner, member, employee or independent contractor of Distributor. As a result of this relationship, you may gain access to our Confidential Information. You understand that protecting our Confidential Information is vital to our success and that you could seriously jeopardize our business if you were to use or disclose the Confidential Information in an unauthorized manner. In order to avoid such damage, you agree to comply with the terms of this Agreement.

3. Intellectual Property. You agree: (i) you will not use the Confidential Information in any business or capacity other than the business conducted by Distributor pursuant to the Distribution Agreement; (ii) you will maintain the confidentiality of the Confidential Information at all times; (iii) you will not make unauthorized copies of documents containing any Confidential Information; (iv) you will take such reasonable steps as we may ask of you from time to time to prevent unauthorized use or disclosure of the Confidential Information; and (v) you will stop using the Confidential Information immediately if you are no longer an owner, officer, director, partner, member, employee or independent contractor of Distributor. You further agree that you will not use the Confidential Information for any purpose other than the performance of your duties for Distributor.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

4. Immediate Family Members. You acknowledge that you could circumvent the purpose of this Agreement by disclosing Confidential Information to an immediate family member (i.e., spouse, parent, sibling, child, or grandchild). You also acknowledge that it would be difficult for us to prove whether you disclosed the Confidential Information to family members. Therefore, you agree that you will be presumed to have violated the terms of this Agreement if any member of your immediate family uses or discloses the Confidential Information in an unauthorized manner. However, you may rebut this presumption by furnishing evidence conclusively showing that you did not disclose the Confidential Information to the family member.

5. Breach. You agree that failure to comply with the terms of this Agreement may cause substantial and irreparable damage to us for which there is no adequate remedy at law. Therefore, you agree that any violation of the terms of this Agreement will entitle us to injunctive relief. You agree that we may apply for such injunctive relief, without bond, but upon due notice, in addition to such further and other relief as may be available at equity or law, and the sole remedy of yours, in the event of the entry of such injunction, will be the dissolution of such injunction, if warranted, upon hearing duly held (all claims for damages by reason of the wrongful issuance of any such injunction being expressly waived hereby). If a court requires the filing of a bond notwithstanding the preceding sentence, the parties agree that the amount of the bond shall not exceed $1,000. None of the remedies available to us under this Agreement are exclusive of any other, but may be combined with others under this Agreement, or at law or in equity, including injunctive relief, specific performance and recovery of monetary damages. Any claim, defense or cause of action that you may have against us or against Distributor, regardless of cause or origin, cannot be used as a defense against our enforcement of this Agreement.

6. Miscellaneous.

(a) If we hire an attorney or file suit against you because you have breached this Agreement and prevail against you, you agree to pay our reasonable attorneys’ fees and costs in doing so.

(b) This Agreement will be governed by, construed and enforced under the laws of the state of Georgia and the courts in that state shall have jurisdiction over any legal proceedings arising out of this Agreement.

(c) Each section of this Agreement, including each subsection and portion thereof, is severable. In the event that any section, subsection or portion of this Agreement is unenforceable, it shall not affect the enforceability of any other section, subsection or portion; and each party to this Agreement agrees that the court may impose such limitations on the terms of this Agreement as it deems in its discretion necessary to make such terms reasonable and enforceable.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

EXECUTED on the date stated below.
Date
	Signature
	Typed or Printed Name

I witnessed the execution of the foregoing document this      day of                 , 20    .

Date
	Signature of Witness
	Typed or Printed Name

ATTACHMENT “G”

TO LICENSE AND DISTRIBUTION AGREEMENT

GENERAL RELEASE

[See Attached]

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

WAIVER AND RELEASE OF CLAIMS

This Waiver and Release of Claims (the “Release”) is made as of                 , 20     by                             , a(n)                          (“Distributor”) in favor of EYELEVEL INTERACTIVE, LLC, a Georgia limited liability company (“Licensor,” and together with Distributor, the “Parties”).

WHEREAS, Licensor and Distributor have entered into a License and Distribution Agreement (the “Agreement”) pursuant to which Distributor was granted the right to market, promote, sell and distribute certain Products as defined therein;

WHEREAS, Distributor has notified Licensor of its desire to transfer the Agreement and all rights related thereto to a transferee, and Licensor has consented to such transfer; and

WHEREAS, as a condition to Licensor’s consent to the transfer, Distributor has agreed to execute this Release upon the terms and conditions stated below.

NOW, THEREFORE, in consideration of Licensor’s consent to the transfer, and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, Distributor hereby agrees as follows:

1. Representations and Warranties. Distributor represents and warrants that it is duly authorized to enter into this Release and to perform the terms and obligations herein contained, and has not assigned, transferred or conveyed, either voluntarily or by operation of law, any of its rights or claims against Licensor or any of the rights, claims or obligations being terminated and released hereunder. [                                ] represents and warrants that he/she is duly authorized to enter into and execute this Release on behalf of Distributor.

2. Release. Distributor and its subsidiaries, affiliates, parents, divisions, successors and assigns and all persons or firms claiming by, through, under, or on behalf of any or all of them, hereby release, acquit and forever discharge Licensor, any and all of its affiliates, parents, subsidiaries or related companies, divisions and partnerships, and its and their past and present officers, directors, agents, partners, shareholders, employees, representatives, successors and assigns, and attorneys, and the spouses of such individuals (collectively, the “Released Parties”), from any and all claims, liabilities, damages, expenses, actions or causes of action which Distributor may now have or has ever had, whether known or unknown, past or present, absolute or contingent, suspected or unsuspected, of any nature whatsoever, including without limiting the generality of the foregoing, all claims, liabilities, damages, expenses, actions or causes of action directly or indirectly arising out of or relating to the execution and performance of the Agreement and the offer and sale of the distribution rights related thereto.

3. Nondisparagement. Distributor expressly covenants and agrees not to make any false representation of facts, or to defame, disparage, discredit or deprecate any of the Released Parties or otherwise communicate with any person or entity in a manner intending to damage any of the Released Parties, their business or their reputation.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

4. Miscellaneous.

a. Distributor agrees that it has read and fully understands this Release and that the opportunity has been afforded to Distributor to discuss the terms and contents of said Release with legal counsel and/or that such a discussion with legal counsel has occurred.

b. This Release shall be construed and governed by the laws of the State of Georgia.

c. In the event that it shall be necessary for any Party to institute legal action to enforce or for the breach of any of the terms and conditions or provisions of this Release, the prevailing Party in such action shall be entitled to recover all of its reasonable costs and attorneys’ fees.

d. All of the provisions of this Release shall be binding upon and inure to the benefit of the Parties and their current and future respective directors, officers, partners, attorneys, agents, employees, shareholders and the spouses of such individuals, successors, affiliates, and assigns. No other party shall be a third-party beneficiary to this Release.

e. This Release constitutes the entire agreement and, as such, supersedes all prior oral and written agreements or understandings between and among the Parties regarding the subject matter hereof. This Release may not be modified except in a writing signed by all of the Parties. This Release may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same document.

f. If one or more of the provisions of this Release shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect or impair any other provision of this Release, but this Release shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.

g. The Parties agree to do such further acts and things and to execute and deliver such additional agreements and instruments as any Party may reasonably require to consummate, evidence, or confirm the Release contained herein in the matter contemplated hereby.

[Signature Page Follows]

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

IN WITNESS WHEREOF Distributor has executed this Release as of the date first written above.

LICENSEE
	, a

By:

Name:

Its:

STATE OF	)
	)	ss.
County of	)

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

Notary Public

My commission expires:

ATTACHMENT “H”

TO LICENSE AND DISTRIBUTION AGREEMENT

SOFTWARE ENHANCEMENTS

[See Attached]

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

EYELEVEL INTERACTIVE™ (EI™) IPOP™

System & Technology Development

(01/2010)

First Generation (GEN 1): [*]

[*]- The basic [*] located on the back or front of its employees’ uniforms.

[*]- Allows a [*]. This interaction will be between a [*].

There is no data capturing [*]. Analytics can track [*].

Second Generation (GEN 2) [*] *

Includes all GEN 1 Features in addition to:

[*] will allow a [*]. This includes the capability of delivering [*].

This interaction will be between [*].

[*] provides [*]. The [*] platform offers [*]

[*] (works with[*]).[*] is [*] technologies. [*]data is collected from all of [*]users and may be [*].

[*]Tags – uses [*]. This allows a retailer to [*] while they are on premise. This feature may also be used for [*] when there is a need for additional [*]. There is additional hardware required for use [*].

Third Generation (GEN 3) [*] *

Includes all GEN 1 and GEN 2 Features in addition to:

[*]- Customized [*]. This allows consumers to [*]. Applications will also be developed to link this information to their [*].

[*] - The [*] that are designed to create [*] that can be [*].

[*] - As data is collected through the [*] where they can allow [*], and there may be additional [*].

[*] is used for [*]. For example, [*].[*]may replace the [*]. The [*] logo on [*] and there is a [*].

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Fourth Generation (GEN 4) [*] *

GEN 4 Upgrade (GEN 4U) - Upgrades the [*].

The GEN 4U will include these new features:

[*] - [*].

[*] technology to create [*]. This can be isolated to a specific area such as a [*].

[*] - Depending on the customer’s application, they will have an option to add [*] to the [*]System.

New Features that are added for both the Gen 3 and the Gen 4U [*]System:

[*] - Allows a consumer to [*]. This makes [*].

[*] - Works similarly to and in conjunction with [*]. This allows for the [*] instantly giving the user an option [*].

Fifth Generation (GEN 5) [*]*

[*] Display

Also works with the GEN 4 Upgrade (GEN 4U) and includes all of the Gen 4U enhancements.

Includes all GEN 4U Features in addition to:

[*] - The addition of the [*] allows for [*].

[*] for enhancing the advertising viewer(s) experience

Sixth Generation (GEN 6) [*]*

[*] - Allows for an employee to [*] an [*]. This technology includes all of the features in Gen 5 [*]

* THESE ARE ESTIMATED ROLLOUT DATES. THEY ARE SUBJECT TO CHANGE BASED ON CONSUMER ADAPTION TO THE TECHNOLOGY.

ATTACHMENT “I”

TO LICENSE AND DISTRIBUTION AGREEMENT

MASTER LICENSOR AGREEMENTS

[See Attached]

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

AGREEMENT

This Agreement is entered into this [4^th] day of January, 2011, between Panelvision, LLC, a Delaware limited liability company (“Panelvision”) and Superior Uniform Group, Inc., a Florida Corporation (“Superior”).

Whereas EYELEVEL INTERACTIVE, LLC (“EYELEVEL”), a Georgia limited liability company, through one or more intermediate licensees (“Intermediate Licensees”) of Panelvision, is a licensee, with a right to sublicense, of certain Intellectual Property owned by Panelvision;

Whereas concurrently with the execution of this Agreement EYELEVEL is entering a License and Distribution Agreement with Superior (“License and Distribution Agreement”), pursuant to which EYELEVEL is granting Superior the light and license to use the Intellectual Property in connection with the marketing, promotion and sale of Products;

Whereas EYELEVEL is developing additional Intellectual Property which will be licensed and used by Superior under the License and Distribution Agreement and which will be owned by Panelvision and licensed back to EYELEVEL either directly or through Intermediate Licensees;

Whereas EYELEVEL and all the Intermediate Licensees through which EYELEVEL has rights to sublicense the Intellectual Property are currently solvent.

In order to induce Superior to enter into the Distribution and License Agreement with EYELEVEL, and in consideration of the promises and covenants herein, the adequacy and sufficiency of which are acknowledged, the Parties agree as follows;

1. The Whereas clauses herein are incorporated into this Agreement.

2. Except as otherwise defined herein, all terms shall have the same definition as those in the License and Distribution Agreement, a copy of which is attached hereto as Exhibit A.

3. Panelvision represents that itself, EYELEVEL and the Intermediate Licensees are all solvent operating entities and that Panelvision is the owner of all the Intellectual Property and other assets necessary for Superior to receive the benefits of the License and Distribution Agreement other than the rights to certain intent to use trademark applications that were filed by EYELEVEL and cannot lawfully be assigned to Panelvision prior to the filing of an allegation of use.

4. Panelvision shall execute, and is hereby deemed to execute, the License and Distribution Agreement attached hereto as Exhibit A. The License and Distribution Agreement shall

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

be effective upon execution by the parties hereto; provided, however, that Panelvision will perform the provisions set forth in the License and Distribution Agreement (and will become liable for EYELEVEL’s failure to perform such provisions) only if EYELEVEL loses its right to license the Intellectual Property to Superior.

5. In the event that EYELEVEL files a voluntary petition in bankruptcy or any pleading seeking any reorganization, liquidation, dissolution, assignment for the benefit of creditors, composition or other settlement with creditors under any law, or EYELEVEL becomes the subject of an involuntary bankruptcy (which may or may not be enforceable under the Bankruptcy Code) and as a result, EYELEVEL is unable to fulfill its obligations under the License and Distribution Agreement, then Panelvision shall perform all obligations as set forth in the License and Distribution Agreement attached hereto as Exhibit A.

6. To the extent that EYELEVEL and Distributor have discharged their obligations under the License and Distribution Agreement, PANELVISION and Distributor shall be deemed to have discharged their corresponding obligations under the License and Distribution Agreement that is attached to this Agreement.

7. In the event that any Intermediate Licensee through which EYELEVEL licenses the Intellectual Properly owned by Panelvision files a voluntary petition in bankruptcy or any pleading seeking any reorganization, liquidation, dissolution, assignment for the benefit of creditors, composition or other settlement with creditors under any law, or any Intermediate Licensee becomes the subject of an involuntary bankruptcy (which may or may not be enforceable under the Bankruptcy Code) and as a result, EYELEVEL is unable to fulfill its obligations under the License and Distribution Agreement, if EYELEVEL’s lights to license the Intellectual Property are impaired, then Panelvision shall perform all obligations as set forth in the License and Distribution Agreement attached hereto as Exhibit A

8. In the event that Panelvision sells, assigns or transfers ownership of the Intellectual Property associated with the License and Distribution Agreement to any other entity, Panelvision shall require assumption of this Agreement and the License and Distribution Agreement and other related agreements as a condition of such assignment.

9. Panel vision acknowledges and agrees that the Intellectual Property rights licensed to Superior under the License and Distribution Agreement constitute “intellectual property” as such term is defined in the Bankruptcy Code, and that Superior is entitled to all of the rights of a licensee of intellectual property under Section 365(n) of the Bankruptcy Code with respect to all of such licensed rights, which rights under the Bankruptcy Code include, without limitation, the right, upon the rejection of this Agreement or the License and Distribution Agreement in any case filed under the Bankruptcy Code with respect to Panelvision, EYELEVEL and any Intermediate Licensee of the Intellectual Property through which EYELEVEL receives the right to license the Intellectual Property to

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Superior, to treat this Agreement and/or the License and Distribution Agreement as terminated or to retain Superior’s rights under this Agreement and/or the License and Distribution Agreement, and under any agreements supplemental to this Agreement and/or the License and Distribution Agreement, with respect to such rights (including any embodiment of the rights to the extent protected by applicable non-bankruptcy law), as such rights existed immediately before the bankruptcy case commenced. If Superior elects to retain such licensed rights under this Agreement and/or the License and 2 Distribution Agreement, then Superior may exercise such licensed rights in accordance with the terms and conditions of this Agreement and/or the License and Distribution Agreement. Nothing contained herein shall limit any other rights provided to Superior under the Bankruptcy Code, including Section 365(n) thereof.

10. The parties acknowledge that the limited undertakings of Panelvision under this Agreement shall not be construed as a guarantee of EYELEVEL’s obligations under the License and Distribution Agreement.

11. The parties acknowledge that any breach of this Agreement by one party will result in the other party suffering great and irreparable harm for which damages is not a sufficient remedy. Each party shall be entitled to apply for and receive a immediate injunction, without any necessity of proving damages or any requirement for the posting of a bond, ordering specific performance and enjoining any further breach of this Agreement.

12. This Agreement shall be governed by the laws of the State of Georgia, without giving effect to any choice of law or conflict of law provisions. Each party irrevocably submits to the exclusive jurisdiction of the courts of proper subject matter jurisdiction sitting in the State of Georgia, solely for the purpose of interpreting this Agreement and adjudicating any dispute arising hereunder.

13. This Agreement sets forth the entire agreement and understanding between the parties as to its subject matter, and supersedes all prior agreements and understandings between them. Any and all prior agreements and understandings between the parties, whether written or verbal, other than as contained within this executed Agreement, are void and have no force and effect. In order to be binding between the patties, any subsequent modifications must be in writing signed by the parties.

14. This Agreement and the license granted herein shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

15. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute one agreement.

16. The prevailing party in any action under this Agreement shall be entitled to be reimbursed for all of its reasonable attorneys fees and expenses at all levels of proceedings from the non-prevailing party.

[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

IN WITNESS HEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the Effective Date.

Panelvision, LLC
By:	/s/
Name:	[Solomon Emett]
Date:	[Jan. 4th 2011]
Superior Uniform Group, Inc.
By:	/s/
Name:	[Michael Benstock]
Date:	[1/4/11]

EX-21.1

Exhibit 21.1

SUPERIOR UNIFORM GROUP, INC.

List of Subsidiaries

As of December 31, 2010, the Registrant directly owned the following subsidiaries:

Fashion Seal Corporation	Las Vegas, Nevada
Superior Office Solutions	Las Vegas, Nevada
The Office Gurus LTDA De C.V., a subsidiary of Superior Office Solutions and Fashion Seal Corporation	El Salvador
The Office Masters LTDA De C.V., a subsidiary of Superior Office Solutions and Fashion Seal Corporation	El Salvador
Superior Office Solutions S.A, wholly owned subsidiary of Superior Office Solutions	Costa Rica
Scratt Kit S.R.L., wholly owned subsidiary of Superior Office Solutions	Costa Rica

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated February 25, 2011, with respect to the consolidated financial statements included in the Annual Report of Superior Uniform Group, Inc. on Form 10-K for the year ended December 31, 2010. We hereby consent to the incorporation by reference of said report in the Registration Statement of Superior Uniform Group, Inc. on Form S-8 (File No. 333-105906, effective June 6, 2003).

/s/ GRANT THORNTON LLP

Tampa, Florida

February 25, 2011

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Michael Benstock, certify that:

1. I have reviewed this annual report on Form 10-K of Superior Uniform Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2011

/s/ Michael Benstock

Michael Benstock

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Andrew D. Demott, Jr., certify that:

1. I have reviewed this annual report on Form 10-K of Superior Uniform Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2011

/s/ Andrew D. Demott, Jr.

Andrew D. Demott, Jr.

Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

Written Statement of the Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350

Solely for the purposes of complying with 18 U.S.C. Section 1350, I, the undersigned Chief Executive Officer of Superior Uniform Group, Inc. (the “Company”), hereby certify, based on my knowledge, that the Annual Report on Form 10-K of the Company for the year ended December 31, 2010 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Michael Benstock

Michael Benstock,

Chief Executive Officer

(Principal Executive Officer)

February 25, 2011

EX-32.2

Exhibit 32.2

Written Statement of the Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350

Solely for the purposes of complying with 18 U.S.C. Section 1350, I, the undersigned Executive Vice President, Treasurer, and Chief Financial Officer of Superior Uniform Group, Inc. (the “Company”), hereby certify, based on my knowledge, that the Annual Report on Form 10-K of the Company for the year ended December 31, 2010 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Andrew D. Demott, Jr.

Andrew D. Demott, Jr.

Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer)

February 25, 2011